FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission file number 0-827

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Exact name of Registrant as specified in its charter)

|A New York Limited Liability Company
      (State or other jurisdiction of
      incorporation or organization) |  | 13-6084254
      (I.R.S. Employer
      Identification No.)
|--------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------



60 East 42nd Street, New York, New York

(Address of principal executive offices)

10165

(Zip Code)



(212) 687-8700

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ]. No [ ].

Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Act) Yes [ ] No [ X ] .



Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ]

Smaller Reporting Company [X]

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Balance Sheets

(Unaudited)



|Assets:                                                          | September 30, 2008 | December 31, 2007
|---------------------------------------------------------------- | ------------------ | -----------------
|Real Estate:                                                     |                    |                  
|Building                                                         | $38,933,801        | $38,933,801      
|Less, accumulated depreciation                                   | 6,448,217          | 5,699,520        
|                                                                 | 32,485,584         | 33,234,281       
|Land                                                             | 21,550,588         | 21,550,588       
|Total real estate                                                | 54,036,172         | 54,784,869       
|                                                                 |                    |                  
|Cash and cash equivalents                                        | 6,160,919          | 23,161,493       
|Restricted cash re: mortgage interest - Capital One bank         | 1,362,596          | 889,535          
|                                                                 |                    |                  
|Receivable from participants re:                                 |                    |                  
|NYS estimated tax                                                | 79,315             | 279,438          
|                                                                 |                    |                  
|Mortgage financing costs                                         | 1,796,287          | 1,796,287        
|Less, accumulated amortization                                   | 1,160,102          | 1,025,381        
|Mortgage financing costs, net                                    | 636,185            | 770,906          
|                                                                 |                    |                  
|Total assets                                                     | $ 62,275,187       | $79,886,241      
|Liabilities and Members' Equity                                  |                    |                  
|Liabilities:                                                     |                    |                  
|First mortgage payable                                           | $ 60,500,000       | $ 60,500,000     
|Accrued interest payable                                         | 327,708            | 338,632          
|Due to Empire State Building Company L.L.C., a related
    party | -0-                | 974,251          
|Accrued supervisory services, to a related party                 | -0-                | 853,439          
|Total liabilities                                                | 60,827,708         | 62,666,322       
|Commitments and contingencies                                    | -                  | -                
|Members' equity                                                  | 1,447,479          | 17,219,919       
|                                                                 |                    |                  
|Total liabilities and members' equity                            | $62,275,187        | $79,886,241      



See notes to condensed consolidated financial statements.



Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                                                                | For the Three Months | For the Nine Months
|--------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------
|                                                                                                                | Ended September 30,  | Ended September 30,
|                                                                                                                | 2008                 | 2007               
|Revenues:                                                                                                       |                      |                    
|                                                                                                                |                      |                    
|Rent income from a related party                                                                                | $1,504,688           | $1,504,688         
|Dividend and interest income                                                                                    | 30,981               | 71,394             
|Total revenues                                                                                                  | 1,535,669            | 1,576,082          
|Expenses:                                                                                                       |                      |                    
|Interest on mortgage                                                                                            | 1,004,972            | 1,004,972          
|Supervisory services, to a related party                                                                        | 39,854               | 39,854             
|Depreciation of building                                                                                        | 249,564              | 249,564            
|Amortization of mortgage financing costs                                                                        | 44,907               | 44,907             
|Fees and miscellaneous, including
      amounts paid to a related party                                         | 98,612               | 4,252              
|Total expenses                                                                                                  | 1,437,909            | 1,343,549          
|Net income                                                                                                      | $97,760              | $ 232,533          
|Earnings per $10,000 participation unit, based on 3,300 participation
      units outstanding during the period | $29.63               | $70.46             
|Distributions per $10,000 participation unit consisted of the
      following:                                  |                      |                    
|Income                                                                                                          | $ 29.63              | $ 70.46            
|Return of capital                                                                                               | 265.01               | 224.18             
|Total distributions                                                                                             | $294.64              | $294.64            
|                                                                                                                |                      |                    









At September 30, 2008 and 2007, there were $33,000,000 of
participation units outstanding.









See notes to condensed consolidated financial statements



Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Members' Equity

(Unaudited)



|                                           | For the            | For the Year     
|------------------------------------------ | ------------------ | -----------------
|                                           | Nine Months Ended  | Ended            
|                                           | September 30, 2008 | December 31, 2007
|Members' equity:                           |                    |                  
|January 1, 2008                            | $17,219,919        |                  
|January 1, 2007                            |                    | $19,184,695      
|Add, net income:                           |                    |                  
|January 1, 2008 through September 30, 2008 | 515,104            | -0-              
|January 1, 2007 through December 31, 2007  | -0-                | 17,068,579       
|                                           | 17,735,023         | 36,253,274       
|Less, distributions:                       |                    |                  
|Monthly distributions                      |                    |                  
|January 1, 2008 through September 30, 2008 | 2,917,000          | -0-              
|January 1, 2007 through December 31, 2007  | -0-                | 3,889,333        
|Additional distribution on March 6, 2008   | 13,370,544         | -0-              
|Additional distribution on March 5, 2007   | -0-                | 15,144,022       
|                                           |                    |                  
|Total distributions                        | 16,287,544         | 19,033,355       
|                                           |                    |                  
|Members' equity:                           |                    |                  
|September 30, 2008                         | $1,447,479         |                  
|December 31, 2007                          |                    | $17,219,919      
|                                           |                    |                  









See notes to condensed consolidated financial statements.

Empire State Building Associates L.L.C.

(A Limited Liability Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                  | For the Nine Months | For the Nine Months
|------------------------------------------------------------------------------------------------- | ------------------- | -------------------
|                                                                                                  | Ended               | Ended              
|                                                                                                  | September 30, 2008  | September 30, 2007 
|Cash flows from operating activities:                                                             |                     |                    
|Net income                                                                                        | $ 515,104           | $ 784,477          
|Adjustments to reconcile net income to net cash provided by (used in)
      operating activities: |                     |                    
|Depreciation of building                                                                          | 748,697             | 748,697            
|Amortization of mortgage financing costs                                                          | 134,721             | 134,721            
|Changes in operating assets and liabilities:                                                      |                     |                    
|Additional rent due to/from sublessee                                                             | (974,251)           | 1,291,329          
|Accounts receivable                                                                               | -0-                 | 1,625              
|Accrued interest payable                                                                          | (10,924)            | (10,924)           
|Prepaid rent income                                                                               | -0-                 | (501,564)          
|Accrued supervisory services                                                                      | (853,439)           | (966,640)          
|Net cash provided by (used in) operating activities                                               | (440,092)           | 1,481,721          
|                                                                                                  |                     |                    
|Cash flows from financing activities:                                                             |                     |                    
|Change in receivable from participants                                                            | 200,123             | (47,522)           
|Change in restricted cash                                                                         | (473,061)           | (148,091)          
|Distributions to participants                                                                     | (16,287,544)        | (18,061,022)       
|Net cash used in financing activities                                                             | (16,560,482)        | (18,256,635)       
|Net decrease in cash and cash equivalents                                                         | (17,000,574)        | (16,774,914)       
|                                                                                                  |                     |                    
|Cash and cash equivalents,                                                                        |                     |                    
|beginning of period                                                                               | 23,161,493          | 22,346,462         
|Cash and cash equivalents, end of period                                                          | $ 6,160,919         | $ 5,571,548        
|Cash paid for:                                                                                    |                     |                    
|Interest                                                                                          | $ 2,993,070         | $ 2,993,070        
|                                                                                                  |                     |                    







See notes to condensed consolidated financial
statements.

Notes to Condensed Consolidated Financial Statements
(unaudited)

Note AInterim Period
Reporting

In the opinion of management, the accompanying unaudited
condensed consolidated financial statements of Empire State Building Associates
L.L.C. (the "Registrant") reflect all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position of
Registrant as of September 30, 2008, its results of operations for the three
months and nine months ended September 30, 2008 and 2007 and its cash flows for
the nine months ended September 30, 2008 and 2007. The condensed consolidated
financial statements include the accounts of the Registrant and its wholly-owned
limited liability company, Empire State Land Associates L.L.C. All intercompany
accounts and transactions have been eliminated in consolidation. Information
included in the condensed balance sheet as of December 31, 2007 has been derived
from the audited balance sheet included in Registrant's Form 10-K for the year
ended December 31, 2007 (the "10-K") previously filed with the Securities and
Exchange Commission (the "SEC"). Pursuant to rules and regulations of the SEC,
certain information and disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted from these consolidated
financial statements unless significant changes have taken place since the end
of the most recent fiscal year. Accordingly, these unaudited condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto and the other information
contained in the 10-K. The consolidated results of operations for the nine
months ended September 30, 2008 are not necessarily indicative of the results to
be expected for the full year.

Note B Organization



Registrant was originally organized as a general partnership on
July 11, 1961. On October 1, 2001, Registrant converted from a general
partnership to a limited liability company under New York law and is now known
as Empire State Building Associates L.L.C. The conversion did not change any
aspect of the assets and operations of Registrant other than to protect its
investors from any future liability to a third party.

Registrant's members ("Members") are Peter L. Malkin, Anthony
E. Malkin and Thomas N. Keltner, Jr. (collectively, the "Agents"), each of whom
also acts as an agent for holders of participations ("Participations") in his
respective member interest in Registrant (the "Participants"). Note C
Purchase of Fee Title to The Empire State Building and Land Thereunder, Mortgage
Debt, and Related Depreciation and Amortization

On April 17, 2002, Registrant acquired, through a wholly-owned
limited liability company (Empire State Land Associates L.L.C.) the fee title to
the Building, and the land thereunder (the "Land") (together, the "Real Estate"
or "Property"), at a price of $57,500,000, and obtained a $60,500,000 first
mortgage with Capital One Bank (the "Mortgage") to finance the acquisition and
certain related costs.

The Real Estate is carried in the financial statements at its
historical cost of $60,484,389, consisting of $57,500,000 for the purchase price
paid to the seller, $752,022 for acquisition costs, and $2,232,367 representing
the unamortized balance of the cost of the Master Lease on the date the Real
Estate was acquired. The cost of the Land was estimated to be 35.63% of the
total cost of the Real Estate, and the Building 64.37%. Under the terms of the
contract of sale, the deed contains language to avoid the merger of the fee
estate and the leasehold, although on a consolidated financial statement basis
the Registrant incurred no leasehold rent expense after acquiring the Real
Estate.

The Mortgage is scheduled to mature on May 1, 2012 and requires
monthly payments of interest only at 6.5% per annum. The Mortgage may be prepaid
at any time after 24 months with the payment of a premium equal to the greater
of (a) 1% of the amount prepaid and (b) an amount calculated pursuant to a
prepayment formula designed to preserve the bank's yield to maturity. The
Mortgage is secured by a lien on the Real Estate and Registrant's leasehold
estate under the Master Lease of the Real Estate.

Restricted cash at September 30, 2008 represents funds in an
interest-bearing account held at Capital One Bank pursuant to the terms of the
Mortgage, to be used monthly to satisfy a portion ($166,167) of Registrant's
mortgage interest obligation. On March 27, 2008, Registrant deposited an
additional $2,000,000 into this restricted account under the same conditions and
will continue to do so annually hereafter.



The Building is being depreciated on the straight-line basis
over its estimated useful life of 39 years. Mortgage financing costs, totaling
$1,796,287, are being amortized ratably over the life of the Mortgage.

Note D Sublease

Registrant does not operate the Building. It subleases the
Building to Empire State Building Company L.L.C. ("Sublessee") pursuant to a net
operating sublease (the "Sublease"), which expires on January 4, 2013 and
contains three 21-year renewal options.

Sublessee is required to pay annual basic rent ("Basic Rent")
of $6,018,750 from January 1, 1992 through January 4, 2013 and $5,895,625 from
January 5, 2013 through the expiration of all renewal terms. Sublessee is also
required to pay Registrant additional rent of 50% of Sublessee's net operating
profit, as defined in the Sublease, in excess of $1,000,000 for each lease year
ending December 31 ("Additional Rent").

Additional Rent and other accumulated interest and dividend
income are distributed annually after deduction for any additional payment
described in Note E below, set-asside of $2,000,000 to satisfy a portion of
Registrant's mortgage interest obligation and additions to reserves management
judges to be suitable under the circumstances. For 2007, Sublessee reported net
operating profit of $35,051,498; therefore, Additional Rent of $17,025,749 was
earned for the year ended December 31, 2007. Registrant incurred $853,439 as an
additional payment to Supervisor (Note E). Since it is not practicable to
estimate Additional Rent for the lease year ending on the ensuing December
31stwhich would be allocable to the first nine months of the lease
yearuntil Sublessee, pursuant to the Sublease, renders to Registrant
a report on the operation of the Property, Registrant recognizes Additional Rent
when earned from the Sublessee at the close of the lease year ending December
31st. The cost of improvements to be incurred by the Sublessee will
reduce Additional Rent but should have no effect on the payment of Basic Rent to
Registrant.

Sublessee is a New York limited liability company in which
Peter L. Malkin is a member and entities for Peter L. Malkin's family members
are beneficial owners.

Note E Supervisory Services

Supervisory and other services are provided to the Registrant
by its supervisor, Wien & Malkin LLC ("Wien & Malkin" or "Supervisor"),
a related party. Beneficial interests in the Registrant are held directly or
indirectly by one or more persons at Wien & Malkin and/or their family
members.



Registrant pays Supervisor for supervisory services and
disbursements. The supervisory fees are $159,417 per annum (the "Basic
Payment").

The supervisory services provided to Registrant by Supervisor
include, but are not limited to, maintaining all of its entity and Participant
records, performing physical inspections of the Building, providing or
coordinating certain counsel services to Registrant, reviewing insurance
coverage, conducting annual supervisory review meetings, receipt of monthly rent
from Sublessee, payment of monthly and additional distributions to the
Participants, payment of all other disbursements, confirmation of the payment of
real estate taxes, and active review of financial statements submitted to
Registrant by Sublessee and financial statements audited by and tax information
prepared by Registrant's independent registered public accounting firm, and
distribution of related materials to the Participants. Supervisor also prepares
quarterly, annual and other periodic filings with the SEC and applicable state
authorities.

Registrant pays Supervisor for other services at hourly
rates.

Pursuant to the fee arrangements described herein, Registrant
incurred supervisor service fees of $119,563 attributable to the Basic Payment
for supervisory services for each of the nine-month periods ended September 30,
2008 and September 30, 2007. No remuneration was paid during the nine-month
period ended September 30, 2008 and 2007 by Registrant to any of the Members as
such.

Supervisor also receives an additional payment equal to 6% of
distributions to the Participants in Registrant. For tax purposes, such
additional payment is recognized as a profits interest and the Supervisor is
treated as a partner, all without modifying each Participant's distributive
share of reportable income and cash distributions.

Reference is made to Note D above for a description of the
terms of the Sublease between Registrant and Sublessee. The respective interests
of the Members in Registrant and in Sublessee arise solely from ownership of
their respective Participations in Registrant and, in the case of Peter L.
Malkin, his family entities' ownership of member interests in Sublessee. The
Members as such receive no extra or special benefit not shared on a pro rata
basis with all other Participants in Registrant or members in Sublessee.
However, all of the Members hold senior positions at Supervisor (which
supervises Registrant and Sublessee) and may, by reason of their positions at
Supervisor, receive income attributable to supervisory or other remuneration
paid by Registrant to Supervisor.



Note F Fees and miscellaneous

During the nine months ended September 30, 2008, a charge of
$1,520 is included in fees and miscellaneous expenses for payments made by
Registrant to Wien & Malkin for services in connection with tender offers
for Participations commenced by unrelated parties during 2006 and 2007.

Note G Litigation

As further explained in Note 9 in the 10-K and in Part II -
Item 1. Legal Proceedings herein, Wien & Malkin and Peter L. Malkin, a
member in Registrant, were engaged in a proceeding with Sublessee's former
managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the
management, leasing, and supervision of the property that is subject to the
Sublease to Sublessee. In this connection, certain costs for legal and
professional fees and other expenses have been paid by Wien & Malkin and Mr.
Malkin. Wien & Malkin and Mr. Malkin have represented that such costs will
be recovered only to the extent that (a) a competent tribunal authorizes payment
or (b) an investor voluntarily agrees that his or her proportionate share be
paid. Accordingly, Registrant's allocable share of such costs is as yet
undetermined, and Registrant has not provided for the expense and related
liability with respect to such costs in these consolidated financial statements.
As a result of an August 29, 2006 settlement agreement which included
termination of this proceeding, the Registrant will not recognize any gains or
losses from this proceeding other than the possible charges for the
aforementioned fees and expenses.

The August 29, 2006 settlement agreement terminated
Helmsley-Spear, Inc. as managing and leasing agent at the Property as of August
30, 2006. CB Richard Ellis was engaged by the Sublessee as the new leasing
agent, and Sublessee self-manages the Property.















Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations

Forward Looking Statements



Readers of this discussion are advised that it should be read
in conjunction with the condensed consolidated financial statements of
Registrant (including related notes thereto) appearing elsewhere in this Form
10-Q. Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements reflect Registrant's current expectations
regarding future results of operations, economic performance, financial
condition and achievements of Registrant, and do not relate strictly to
historical or current facts. Registrant has tried, wherever possible, to
identify these forward-looking statements by using words such as "believe,"
"expect," "anticipate," "intend," "plan," "estimate" or words of similar
meaning.

Although Registrant believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties, which may cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, the following: general economic and business conditions, which
will, among other things, affect demand for rental space, the availability of
prospective tenants, lease rents and the availability of financing; adverse
changes in Registrant's real estate market, including, among other things,
competition with other real estate owners, risks of real estate development and
acquisitions; governmental actions and initiatives; and environmental/safety
requirements.



Financial Condition and Results of Operations

At the time of its organization, Registrant acquired the Master
Lease of the Property subject to the Sublease. Basic Rent received by Registrant
was used to pay annual rent due under the Master Lease and the Basic Payment for
supervisory services to Supervisor; the balance of such Basic Rent was
distributed to the Participants. Currently, Basic Rent received by Registrant is
used to pay the Basic Payment and a portion of debt service on the Mortgage; the
balance of such Basic Rent is distributed to the Participants. Additional Rent
and any interest and dividends accumulated thereon are distributed to the
Participants after the additional payment to Supervisor. See Note E to the
condensed consolidated financial statements herein. Pursuant to the Sublease,
Sublessee has assumed responsibility for the condition, operation, repair,
maintenance and management of the Property. Registrant is not required to
maintain liquid assets to defray any operating expenses of the Property.

Registrant does not pay dividends. During the nine-month period
ended September 30, 2008, Registrant made regular monthly distributions of
$98.21 for each $10,000 Participation ($1,178.52 per annum for each $10,000
Participation). There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such distributions,
particularly distributions of Additional Rent, depends solely on the ability of
Sublessee to make payments of Basic Rent and Additional Rent to Registrant in
accordance with the terms of the Sublease. Registrant expects to make
distributions in the future to the extent it receives the payments provided for
under the Sublease.

On March 6, 2008, Registrant made an additional distribution of
$4,052 for each $10,000 Participation. Such distribution represented the balance
of Additional Rent paid by Sublessee in accordance with the terms of the
Sublease after deducting the Additional Payment to Supervisor, the $2,000,000
set-aside to satisfy a portion of Registrant's mortgage interest obligation, a
reserve for contingencies and annual New York State Limited Liability Company
filing fees. See Notes D and E to the condensed financial statements herein; and
see below in "Liquidity, Capital Resources and Distributions" regarding
Registrant's anticipated inability to pay additional distributions during next
several years.

Registrant's results of operations are affected primarily by
the amount of rent payable to it under the Sublease. The amount of Additional
Rent payable to Registrant is affected by the New York City economy and real
estate rental and tourist attraction markets, which are difficult for management
to forecast, and by the amount of unfinanced improvements undertaken at the
Property. The following summarizes, with respect to the current period and the
corresponding period of the previous year, the material factors regarding
Registrant's results of operations for such periods:

Total revenues decreased for the three and nine-month periods
ended September 30, 2008 as compared with the corresponding periods of the prior
year. The decrease was the result of a decrease in dividend and interest income
during the current period as compared with the corresponding periods of the
prior year. Dividend income decreased primarily as a result of the decreased
temporary investment of proceeds from the reduced Additional Rent paid by the
Sublessee for the year ended December 31, 2007 as compared with the prior year,
prior to the distribution made on March 6, 2008.

Total expenses increased for the three and nine-month periods
ended September 30, 2008 as compared with the corresponding periods of the prior
year. The increase was the result of an increase in fees and miscellaneous
expenses in connection with investor and other matters during the three and
nine-month periods ended September 30, 2008 as compared with the corresponding
periods of the prior year.



Liquidity, Capital Resources and Distributions

Registrant's liquidity has increased as of September 30, 2008,
as compared with September 30, 2007 due to Registrant's increased cash balance
maintained for contingencies. Recent adverse developments in credit and
investment markets have impaired liquidity in the market general and may
negatively impact Registrant and/or space tenants at the Building. Any such
impact should be ameliorated by the fact that (a) each of Registrant and its
Sublessee has very low debt in relation to asset value, (b) the maturity of
Registrant's existing and planned debt will not occur within the next 36 months,
and (c) the Building's rental revenue is derived from a substantial number of
tenants in diverse businesses with lease termination dates spread over numerous
years.

No amortization payments are due under the Mortgage to reduce
the outstanding principal balance prior to maturity. Furthermore, Registrant
does not maintain any reserve to cover the principal payment of such Mortgage
indebtedness at maturity. Therefore, repayment of the Mortgage will depend on
Registrant's ability to arrange a refinancing. Assuming that the Real Estate
continues to generate an annual net profit in future years comparable to that in
past years, and assuming further that historic real estate trends continue in
the geographic area in which the Real Estate is located, Registrant anticipates
that the value of the Real Estate will be in excess of the amount of the
Mortgage balance at maturity.

Registrant anticipates that funds for working capital for the
Real Estate will be provided from rental payments received by Sublessee, which
entity is required under the Sublease to make payments of Basic Rent and,
subject to cash flow, Additional Rent. Sublessee would also be required to make
additional capital investment, if necessary to maintain the Property and/or pay
the Rent as required under the Sublease. Registrant has no requirement to
maintain substantial reserves to defray any operating expenses of the Real
Estate.

Registrant has the following contractual obligations:



|Payments due by period                                                       
|-----------------------------------------------------------------------------
|                                                                             
|Contractual Obligations                                                      
|Long-Term Debt Obligations                                                   
|Interest Obligations                                                         
|Capital Lease Obligations                                                    
|Purchase Obligations                                                         
|Other Long-Term Liabilities Reflected on the Registrant's Balance
      Sheet
|                                                                             
|Total                                                                        



Sublessee is to maintain the Building as a high-class office
building as required by the terms of the Sublease.



Based on Sublessee's review of the need for upgrades and
improvements to the Property, Sublessee has incurred improvement costs of
approximately $15,623,252 for the nine months ended September 30, 2008.
Sublessee estimates that the total cost of all projects will be approximately
$625,000,000 over 10 years, including sprinklering of the building of
approximately $30,000,000 required by Local Law #26.



A June 9, 2008 solicitation was approved by Participants
granting consent to a financing program permitting Registrant to fund
improvements and tenanting costs at the Building over 10 years of approximately
$625,000,000 and to acquire additional property on terms deemedfavorable by the Agents.



The Sublessee has not achieved its own required internal
approvals for such financing beyond approximately $73,000,000 and now
anticipates that its operating cash flow will thus continue to be dedicated
largely to the ongoing improvement costs, greatly reducing or eliminating both
(a) Sublessee's payment of Additional Rent and (b) Registrant's ability to make
extra distributions to Participants.



As a result, Registrant has advised Participants that, in 2009
and 2010 and possibly in subsequent years, it expects to make no distributions
other than regular monthly distributions at the rate of $1,178.52 per annum for
each $10,000 Participation. As noted above in "Forward Looking Statements," the
foregoing is based on estimates, and actual results may be materially different.



Inflation

Registrant believes that there has been no material change in
the impact of inflation on its operations since the filing of the 10-K for the
year ended December 31, 2007.

Security Ownership



As of September 30, 2008, the Members of Registrant owned of
record and beneficially an aggregate of $23,334 of Participations in Registrant,
representing less than .071% of the currently outstanding Participations therein
totaling $33,000,000.

As of September 30, 2008, certain of the Members of Registrant
held additional Participations as follows:

Entities for the benefit of members of Peter L. Malkin's family
owned of record and beneficially $970,277 of Participations. Peter L. Malkin
disclaims any

beneficial ownership of such Participations, except that
related trusts are required to complete scheduled payments to Peter L.
Malkin.

Peter L. Malkin owned of record as trustee or co-trustee, but
not beneficially, $516,667 of Participations. Peter L. Malkin disclaims any
beneficial ownership of such Participations.



Anthony E. Malkin owned of record as trustee or co-trustee, but
not beneficially, $35,833 of Participations. Anthony E. Malkin disclaims any
beneficial ownership of such Participations.



Thomas N. Keltner, Jr. owned of record as trustee $17,709 of
Participations for the benefit of himself and/or members of his family.



Members of Thomas N. Keltner, Jr.'s family owned of record and
beneficially $6,667 of Participations.



Item 4T. Controls and Procedures.

1. Evaluation of disclosure controls and procedures. The person who
    functions in the capacity of Registrant's chief executive officer and
    Registrant's chief financial officer, after evaluating the effectiveness of
    Registrant's "disclosure controls and procedures" (as defined in the
    Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of
    September 30, 2008, the end of the period covered by this report, has
    concluded that as of that date that Registrant's disclosure controls and
    procedures were effective and designed to ensure that material information
    relating to Registrant would be made known to him by others within those
    entities on a timely basis.
2. Changes in internal controls over financial reporting. There were no
    changes in Registrant's internal controls over financial reporting that
    occurred during the most recent fiscal quarter that have materially
    affected, or are reasonably likely to affect, the Registrant's internal
    controls over financial reporting.









PART II. OTHER INFORMATION

Item 1. Legal Proceedings.



The Property of Registrant was the subject of the following material
litigation:

Wien & Malkin LLC and Peter L. Malkin, a member in
Registrant, were engaged in a proceeding with Sublessee's former managing agent,
Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and
supervision of the property that is subject to the Sublease to Sublessee. In
this connection, certain costs for legal and professional fees and other
expenses have been paid by Wien & Malkin and Mr. Malkin. Wien & Malkin
and Mr. Malkin have represented that such costs will be recovered only to the
extent that (a) a competent tribunal authorizes payment or (b) an investor
voluntarily agrees that his or her proportionate share be paid. Accordingly,
Registrant's allocable share of such costs is as yet undetermined, and
Registrant has not provided for the expense and related liability with respect
to such costs in its consolidated financial statements. As a result of an August
29, 2006 settlement agreement which included termination of this proceeding,
Registrant will not recognize any gains or losses from this proceeding other
than the possible charges for the aforementioned fees and expenses.



The August 29, 2006 settlement agreement terminated
Helmsley-Spear, Inc. as managing and leasing agent at the Property as of August
30, 2006. CB Richard Ellis was engaged by the Sublessee as the new leasing
agent, and Sublessee self-manages the Property.





Item 6. Exhibits

EXHIBIT INDEX

|Number | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Page*
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----
|3(a)   | Attached hereto as Exhibit 3(c) is Registrant's Consent
      and Operating Agreement dated as of September 30, 2001 as a Limited
      Liability Company, which incorporates by reference the Registrant's prior
      Partnership Agreement dated July 11, 1961, filed as Exhibit No. 1 to
      Registrant's Registration Statement on Form S-1 as amended (the
      "Registration Statement") by letter dated August 8, 1962 and assigned File
      No. 2-18741 and, is itself incorporated by reference as an exhibit
      hereto. |      
|3(b)   | Amended Business Certificate of Registrant filed with the
      Clerk of New York County on August 19, 1996 reflecting a change in the
      Partners of Registrant which was filed as Exhibit 3(b) to Registrant's
      Annual Report on 10-K for the fiscal year ended December 31, 1996 and is
      incorporated by reference as an exhibit hereto.                                                                                                                                                                                   |      
|3(c)   | Registrant's Consent and Operating Agreement dated as of
      September 30, 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                          |      
|3(d)   | Certificate of Conversion of Registrant to a limited
      liability company dated October 1, 2001 filed with the New York Secretary
      of State on October 3, 2001.                                                                                                                                                                                                                                                                                                                                                                    |      
|4      | Registrant's form of Participating Agreement, filed as
      Exhibit No. 6 to the Registration Statement by letter dated August 8, 1962
      and assigned File No. 2-18741, is incorporated by reference as an exhibit
      hereto.                                                                                                                                                                                                                                                                                                      |      
|24     | Powers of Attorney dated October 13, 2003 between the
      Partners of Registrant and Mark Labell which is filed as Exhibit 24 to
      Registrant's 10-Q for the quarter ended September 30, 2003 and is
      incorporated herein by reference.                                                                                                                                                                                                                                                                                         |      
|31.1   | Certification of Mark Labell, Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                              |      
|31.2   | Certification of Mark Labell, Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                              |      
|32.1   | Certification of Mark Labell, Pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002                                                                                                                                                                                                                                                                                                                                                                                         |      
|32.2   | Certification of Mark Labell, Pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002                                                                                                                                                                                                                                                                                                                                                                                         |      

___________________________________________________________

* Page references are based on sequential numbering system.





















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

The individual signing this report on behalf of Registrant is
Attorney-in-Fact for Registrant and each of the Members in Registrant, pursuant
to Powers of Attorney, dated October 13, 2003 (collectively, the "Power").





EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Registrant)





By: /s/ Mark Labell

Mark Labell, Attorney-in-Fact*



Date: January 16, 2009



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the undersigned as Attorney-in-Fact for
each of the Members in Registrant, pursuant to the Power, on behalf of
Registrant on the date indicated.





By: /s/ Mark Labell

Mark Labell, Attorney-in-Fact*



Date: January 16, 2009













___________________________________________________________________________

*Mr. Labell supervises accounting functions for
Registrant.



Exhibit 31.1

CERTIFICATIONS



I, Mark Labell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Empire State
    Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this
    report;
3. Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer(s) and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we
    have:

1. designed such disclosure controls and procedures or caused such
    disclosure controls and procedures to be designed under our supervision, to
    ensure that material information relating to the Registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is being
    prepared;
2. evaluated the effectiveness of the Registrant's disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the Registrant's internal control
    over financial reporting that occurred during the Registrant's most recent
    fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably likely to
    materially affect, the Registrant's internal control over financial
    reporting; and

1. The Registrant's other certifying officers and I have disclosed, based
    on our most recent evaluation of internal control over financial reporting,
    to the Registrant's auditors and the audit committee of Registrant's board
    of directors (or persons performing the equivalent functions):

1. all significant deficiencies and material weaknesses in the design or
    operation of internal controls over financial reporting which are reasonably
    likely to adversely affect the Registrant's ability to record, process,
    summarize and report financial information; and
2. any fraud, whether or not material, that involves management or other
    employees who have a significant role in the Registrant's internal controls
    over financial reporting.

Date: January 16, 2009

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Vice President, Finance

Wien & Malkin LLC, Supervisor of Empire State Building Associates L.L.C.



Exhibit 31.2

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Empire State
    Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this
    report;
3. Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer(s) and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we
    have:

1. designed such disclosure controls and procedures or caused such
    disclosure controls and procedures to be designed under our supervision, to
    ensure that material information relating to the Registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is being
    prepared;
2. evaluated the effectiveness of the Registrant's disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the Registrant's internal control
    over financial reporting that occurred during the Registrant's most recent
    fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably likely to
    materially affect, the Registrant's internal control over financial
    reporting; and

1. The Registrant's other certifying officers and I have disclosed, based
    on our most recent evaluation of internal control over financial reporting,
    to the Registrant's auditors and the audit committee of Registrant's board
    of directors (or persons performing the equivalent functions):

1. all significant deficiencies and material weaknesses in the design or
    operation of internal controls over financial reporting which are reasonably
    likely to adversely affect the Registrant's ability to record, process,
    summarize and report financial information; and



1. any fraud, whether or not material, that involves management or other
    employees who have a significant role in the Registrant's internal controls
    over financial reporting.





Date: January 16, 2009



By /s/ Mark Labell

Name: Mark Labell

Title: Senior Member of Financial/Accounting Staff of Wien & Malkin LLC,
Supervisor of Empire State Building Associates L.L.C.







Exhibit 32.1

Empire State Building Associates L.L.C.



Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Executive
Officer certification as Senior Vice President, Finance of Wien & Malkin
LLC, the supervisor* of Empire State Building Associates L.L.C. ("Registrant")
to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the period ended
    September 30, 2008 (the "Report") fully complies with the requirements of
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m
    or 78o(d)); and
2. the information contained in the Report fairly presents, in all material
    respects, the financial condition and results of operations of
    Registrant.



Dated: January 16, 2009

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Wien & Malkin LLC, Supervisor







*Registrant's organizational documents do not provide for a Chief Executive
Officer or other officer with equivalent rights and duties. As described in the
Report, Registrant is a limited liability company which is supervised by Wien
& Malkin LLC. Accordingly, this Chief Executive Officer certification is
being signed by a senior executive of Registrant's supervisor.

Exhibit 32.2



Empire State Building Associates L.L.C.



Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Financial
Officer certification as a senior member of the financial/accounting staff of
Wien & Malkin LLC, the supervisor* of Empire State Building Associates
L.L.C. ("Registrant"), to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the period ended
    September 30, 2008 (the "Report") fully complies with the requirements of
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m
    or 78o(d)); and
2. the information contained in the Report fairly presents, in all material
    respects, the financial condition and results of operations of
    Registrant.



Dated: January 16, 2009

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Wien & Malkin LLC, Supervisor









*Registrant's organizational documents do not provide for a
Chief Financial Officer or other officer with equivalent rights and duties. As
described in the Report, Registrant is a limited liability company which is
supervised by Wien & Malkin LLC. Accordingly, this Chief Financial Officer
certification is being signed by a senior member of the financial/accounting
staff of Registrant's supervisor.