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, 1996

					 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
	       (Exact name of registrant as specified in its charter)

	    A New York Partnership                   13-6084254
	    (State or other jurisdiction of          (I.R.S. Employer
	    incorporation or organization)           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 [   ].


		An Exhibit Index is located on Page 15 of this Report.
	       Number of pages (including exhibits) in this filing: 15 <PAGE>

									 2.

			  PART I.  FINANCIAL INFORMATION              


	 Item 1.  Financial Statements.

			  Empire State Building Associates
			    Condensed Statement of Income
				     (Unaudited)          

				  For the Three Months    For the Nine Months
				   Ended September 30,    Ended September 30,
				     1996        1995        1996       1995

 Income:

   Rent income, from a related
     party (Note B)               $1,504,688 $1,504,688  $4,514,063  $4,514,063
   Dividend income                     2,090      2,589       6,345      33,528
				  ---------- ----------  ----------  ----------
       Total income                1,506,778  1,507,277   4,520,408   4,547,591
				  ---------- ----------  ----------  ----------
 Expenses:

   Leasehold rent                    492,500    492,500   1,477,500   1,477,500
   Supervisory services, to a 
     related party (Note C)           39,854     39,854     119,563     119,563
   Amortization of leasehold          52,117     52,117     156,351     156,351
   Miscellaneous                         -0-        -0-          47         -0-
				  ---------- ----------  ----------  ----------
       Total expenses                584,471    584,471   1,753,461   1,753,414
				  ---------- ----------  ----------  ----------
 Net income                       $  922,307 $  922,806  $2,766,947  $2,794,177
				  ========== ==========  ==========  ==========
 Earnings per $10,000 partici-
   pation unit, based on 3,300
   participation units out-
   standing during the year       $   279.49 $   279.64  $   838.47  $   846.72
				  ========== ==========  ==========  ==========

   Distributions per $10,000 
     participation consisted 
     of the following:
    Income                        $  279.49  $   279.64  $   838.47  $   846.72
    Return of capital                 15.16       15.01       45.47    1,073.37
				  ---------  ----------  ----------  ----------
	Total distributions       $  294.65  $   294.65  $   883.94  $ 1,920.09
				  =========  ==========  ==========  ==========

	At September 30, 1996 and 1995, there were $33,000,000 of participations
	outstanding.<PAGE>
			 
			 Empire State Building Associates
			      Condensed Balance Sheet
				 (Unaudited)                                  3.


 Assets                                  September 30, 1996  December 31, 1995
 Current assets
   Cash                                          $  867,366         $  359,505
   Prepaid rent                                      23,831             23,831
						 ----------         ----------
       Total current assets                         891,197            383,336

 Real Estate 
   Leasehold on Empire State Building            39,000,000         39,000,000
     Less, allowance for amortization            35,612,371         35,456,020
						 ----------         ----------
						  3,387,629          3,543,980
						 ----------         ----------
       Total assets                              $4,278,826         $3,927,316
						 ==========         ==========

 Liabilities and Capital
   Current liabilities                                     
     Deferred credit                             $  501,563         $      -0-
						 ----------         ----------

       Total current liabilities                    501,563                -0-
						 ----------         ----------

 Capital
   Capital January 1,                             3,927,316          7,519,530
   Add, Net income: 
     January 1, 1996 through September 30, 1996   2,766,947                
     January 1, 1995 through December 31, 1995                       3,716,420
						 ----------        -----------
						  6,694,263         11,235,950
   Less, Distributions:
     Monthly distributions,
       January 1, 1996 through September 30, 1996 2,917,000                
       January 1, 1995 through December 31, 1995                     3,889,333
       Distribution on February 28, 1995 of 
	 Overage Rent for the lease year ended 
	 December 31, 1994 and dividend income                       3,419,301
						 ----------        -----------
						  2,917,000          7,308,634
						 ----------        -----------
 Capital                                          3,777,263          3,927,316
						 ----------        -----------
     Total liabilities and capital               $4,278,826        $ 3,927,316
						 ==========        ===========<PAGE>
							
									4.
			 Empire State Building Associates
			Condensed Statement of Cash Flows
				  (Unaudited)            




					   January 1, 1996     January 1, 1995
						   through             through
					September 30, 1996  September 30, 1995

   Cash flows from operating activities:
     Net income                                $2,766,947          $2,794,177 
     Adjustments to reconcile net income 
       to cash provided by operating
       activities:
       Amortization of leasehold                  156,351             156,351 
     Change in Overage Rent due from
       Empire State Building Company,
       a related party                                -0-              97,887 
     Change in accrued supervisory
       services, to a related party                   -0-              (8,253)
     Change in deferred credit                    501,563                 -0- 
					       ----------          ---------- 

       Net cash provided by operating
	 activities                             3,424,861           3,040,162 
					       ----------          ---------- 
   Cash flows from financing activities:
     Cash distributions                        (2,917,000)         (6,336,301)
					       ----------          ---------- 
       Net cash used in financing 
	 activities                            (2,917,000)         (6,336,301)
					       ----------          ---------- 
       Net increase (decrease) in cash and 
	 cash equivalants                         507,861          (3,296,139)

   Cash and cash equivalents
     beginning of period                          359,505           3,653,616 
					       ----------          ---------- 

   Cash and cash equivalents
     end of period                             $  867,366          $  357,477 
					       ==========          ========== <PAGE>
	 Empire State Building Associates                               5.
	 September 30, 1996




	 Notes to Condensed Financial Statements (unaudited)

	 Note A - Basis of Presentation

		   The accompanying unaudited condensed financial
	 statements have been prepared in accordance with the instructions
	 to Form 10-Q and therefore do not include all information and
	 footnotes necessary for a fair presentation of financial position,
	 results of operations and statement of cash flows in conformity
	 with generally accepted accounting principles.  The accompanying
	 unaudited condensed financial statements include all adjustments
	 (consisting only of normal recurring accruals) which are, in the
	 opinion of the partners in Registrant, necessary for a fair
	 statement of the results for such interim periods.  The partners
	 in Registrant believe that the accompanying unaudited condensed
	 financial statements and the notes thereto fairly disclose the
	 financial condition and results of Registrant's operations for the
	 periods indicated and are adequate to make the information pre-
	 sented therein not misleading.

	 Note B - Interim Period Reporting

		   The results for the interim periods are not necessarily
	 indicative of the results to be expected for a full year. 

		   Registrant is a partnership which was organized on July
	 11, 1961.  Registrant owns the tenant's interest in a master
	 operating leasehold (the "Master Lease") on the Empire State
	 Building (the "Building") and the land thereunder, located at 350
	 Fifth Avenue, New York, New York (the "Property").  On November
	 27, 1991, Prudential Insurance Company of America sold the fee
	 ownership of the property to EGHolding Co. Inc. which, through
	 merger and conveyance, reportedly transferred its interest as
	 lessor to Trump Empire State Partners ("Trump").  Associates'
	 rights under the master leasehold remain unchanged.  

		   Registrant's partners are Peter L. Malkin, John L. Loehr
	 and Stanley Katzman (collectively the "Partners"), each of whom
	 also acts as an agent for holders of participations in his
	 respective partnership interest in Registrant (the
	 "Participants").  

		   The initial term of the Master Lease expired on January
	 5, 1992.  On January 30, 1989, Registrant exercised its first of
	 four 21-year renewal options contained in the Master Lease and
	 extended the Master Lease through January 5, 2013.  The annual
	 rent payable under Master Lease is $1,970,000 through January 5,
	 2013 and $1,723,750 annually during the term of each renewal
	 period thereafter.  <PAGE>
	 Empire State Building Associates                               6.
	 September 30, 1996



		   The value of the Master Lease is stated at cost.  To
	 reflect Registrant's exercise of the first renewal option under
	 the Master Lease, the estimated useful life of the Master Lease
	 has been revised to 25 years, effective January 1, 1988, through
	 January 5, 2013.

		   Registrant does not operate the Property.  It subleases
	 the Property to Empire State Building Company ("Sublessee")
	 pursuant to a net operating sublease (the "Sublease") with a term
	 and renewal options essentially coextensive with those contained
	 in the Master Lease.  On January 30, 1989, Sublessee elected to
	 renew the Sublease for a term commencing January 4, 1992 to
	 January 4, 2013.  

		   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
	 overage rent of 50% of Sublessee's net operating profit in excess
	 of $1,000,000 for each lease year ending December 31 ("Overage
	 Rent").

		   Overage Rent and other accumulated interest and dividend
	 income are distributed annually after payment of any additional
	 payments for supervisory services to Counsel (as described in Note
	 C below).
	 For 1995, Sublessee reported net operating loss of $139,025;
	 therefore, there was no Overage Rent.  

		   Sublessee is a New York partnership in which Peter L.
	 Malkin is a partner.  The Partners in Registrant are also members
	 of the law firm of Wien, Malkin & Bettex, 60 East 42nd Street, New
	 York, New York, which acts as counsel to Registrant and Sublessee
	 ("Counsel").  See Note C below.

	 Note C - Supervisory Services

		   Registrant pays Counsel for supervisory services and
	 disbursements (i) the basic payment of $100,000 per annum (the
	 "Basic Payment") and (ii) an additional payment of 6% of all
	 distributions to Participants in any year in excess of the amount
	 representing a return of 9% per annum on their remaining cash
	 investment in any year ("Additional Payment").  

		   No remuneration was paid during the three and nine month
	 periods ended September 30, 1996 by Registrant to any of the Part-
	 ners as such.  Pursuant to the fee arrangements described herein,
	 Registrant paid Counsel $25,000 and $75,000, respectively, of the
	 Basic Payment for supervisory services for the three and nine
	 month periods ended September 30, 1996, and $4,951 a month as the
	 Additional Payment for supervisory services.  The supervisory
	 services provided to Registrant by Counsel include legal,
	 administrative and financial services.  The legal and<PAGE>
	 Empire State Building Associates                               7.
	 September 30, 1996



	 administrative services include acting as general counsel to
	 Registrant, maintaining all of its partnership records, performing
	 physical inspections of the Building, reviewing insurance coverage
	 and conducting annual partnership meetings.  Financial services
	 include monthly receipt of rent from the Sublessee, payment of
	 monthly rent to the fee owner, 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 the Sublessee and financial statements audited by and tax
	 information prepared by Registrants' independent certified public
	 accountant, and distribution of such materials to the
	 Participants.  Counsel also prepares quarterly, annual and other
	 periodic filings with the Securities and Exchange Commission and
	 applicable state authorities and distributes to the Participants
	 quarterly source of distribution reports.

		   Reference is made to Note B of this Item 1 ("Note B")
	 for a description of the terms of the Sublease between Registrant
	 and Sublessee.  The respective interests of the Partners in
	 Registrant and in Sublessee arise solely from ownership of their
	 respective participations in Registrant and, in the case of Mr.
	 Malkin, his ownership of a partnership interest in Sublessee.  The
	 Partners receive no extra or special benefit not shared on a pro
	 rata basis with all other Participants in Registrant or partners
	 in Sublessee.  However, each of the Partners, by reason of his
	 respective interest in Counsel, is entitled to receive his pro
	 rata share of any legal fees or other remuneration paid to Counsel
	 for legal and supervisory services rendered to Registrant and
	 Sublessee.

		   As of September 30, 1996, the Partners owned of record
	 and beneficially an aggregate of $186,250 of participations in
	 Registrant, representing less than 1% of the currently outstanding
	 participations therein totaling $33,000,000.

		   In addition, as of September 30, 1996 certain of the
	 Partners (or their respective spouses) held additional
	 Participations as follows:

		   Stanley Katzman owned of record as trustee, but not
		   beneficially, $20,000 of Participations.  Mr. Katzman
		   disclaims any beneficial ownership of such
		   Participations.

		   Peter L. Malkin owned of record as trustee or
		   co-trustee, but not beneficially, $170,000 of
		   Participations.  Mr. Malkin disclaims any beneficial
		   ownership of such Participations.

		   Isabel W. Malkin, the wife of Peter L. Malkin, owned of
		   record and beneficially $153,333 of Participations.  Mr.
		   Malkin disclaims any beneficial ownership of such
		   Participations.<PAGE>
	 Empire State Building Associates                               8.
	 September 30, 1996




	 Item 2.   Management's Discussion and Analysis of
		   Financial Condition and Results of Operations

		   As stated in Note B, Registrant was organized for the
	 purpose of acquiring the Master Lease of the Property subject to
	 the Sublease.  Basic Rent received by Registrant is used to pay
	 annual rent due under the Master Lease, the Basic Payment and the
	 Additional Payment for supervisory services; the balance of such
	 Rent is distributed to the Participants.  Overage Rent and any
	 interest and dividends accumulated thereon are distributed to the
	 Participants after the Additional Payment is made to Counsel.  See
	 Note C of Item 1 above.  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 substantial reserves or otherwise maintain
	 liquid assets to defray any operating expenses of the Property.

		   Registrant does not pay dividends.  During the three and
	 nine month periods ended September 30, 1996, Registrant made
	 regular monthly distributions of $98.21 for each $10,000 par-
	 ticipation ($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 depends solely on the ability of Sublessee to make
	 payments of Basic Rent and Overage Rent to Registrant in
	 accordance with the terms of the Sublease.  Registrant expects to
	 make distributions in the future so long as it receives the
	 payments provided for under the Sublease.  See Note B.

		   Registrant's results of operations are affected
	 primarily by the amount of rent payable to it under the Sublease.
	 The amount of Overage Rent payable to Registrant is affected by
	 (i) the New York City economy and real estate rental market and
	 (ii) the cost of the Property improvement program described herein
	 under Other Information.  It is anticipated that the improvement
	 program to the Building, which commenced in 1990, will negatively
	 impact Overage Rent in 1996 through 1999.  It is difficult for
	 management to forecast whether the New York City real estate
	 market will improve over the next few years.  

		   Total income decreased for the three and nine month
	 periods ended September 30, 1996 as compared with the three and
	 nine month periods ended September 30, 1995.  Such decrease
	 resulted from a decrease in dividend income earned on funds
	 temporarily invested in Fidelity U.S. Treasury Income Portfolio.
	 Total expenses remained the same for the three-month period ended
	 September 30, 1996 as compared with the three-month period ended
	 September 30, 1995.  Total expenses increased for the nine-month
	 period ended September 30, 1996 as compared with the nine-month<PAGE>
	 Empire State Building Associates                               9.
	 September 30, 1996




	 period ended September 30, 1995.  Such increase resulted from
	 miscellaneous expenses incurred in the nine-month period ended
	 September 30, 1996.

		   The State of New York (the "State") had asserted a
	 utility tax deficiency of $1,528,816 against Sublessee through
	 December 31, 1992 in connection with rent-included electricity,
	 water and steam charges to tenants, plus accrued interest of
	 approximately $850,000 through March 31, 1996.  The Supreme Court,
	 New York County granted summary judgment in favor of the State,
	 which ruling was affirmed by the Appellate Division, First
	 Department, holding that the State utility tax applies to such
	 rent inclusion charges.  The Court of Appeals denied Sublessee's
	 motion for permission to appeal the adverse ruling by the
	 Appellate Division.  Thus, the tax assessed by the State will be
	 payable in accordance with a settlement obtained by Wien, Malkin &
	 Bettex under which the tax deficiency has been reduced from
	 $1,528,816 to $979,109, representing a savings in principal of
	 more than $500,000.  Interest on the reduced principal amount will
	 be payable in the amount of approximately $605,000 calculated
	 through July 31, 1996.  The State has tentatively agreed to
	 payment over a period of four years, commencing August 1, 1996, in
	 equal monthly installments of $40,000 including interest on the
	 unpaid balance at the applicable rate.  The City of New York has
	 also asserted a utility tax deficiency of $277,125 against
	 Sublessee through December 31, 1994 in connection with
	 rent-included electricity, water and steam charges to tenants,
	 plus accrued interest of approximately $72,240 through May 31,
	 1996.  An appeal before the New York City taxing authority is
	 pending in which Sublessee is contesting the calculation of the
	 tax, and the final outcome of the appeal cannot presently be
	 determined.

		   Sublessee will also be liable for additional utility
	 taxes for periods after December 31, 1992 for New York State
	 utility tax and for periods after December 31, 1994 for New York
	 City utility tax.  Any amounts for which Sublessee will be liable
	 will reduce Overage Rent payable to Associates by 50% thereof.

			   Liquidity and Capital Resources

		   There has been no significant change in Registrant's
	 liquidity for the three and nine month periods ended September 30,
	 1996, as compared with the three and nine month periods ended
	 September 30, 1995. 

		   Assuming that the Building continues to generate an
	 annual net profit in future years comparable to that in the
	 current year, Registrant anticipates that the value of the
	 Building and the Property will exceed the indicated balance sheet
	 value at September 30, 1996.<PAGE>
	 Empire State Building Associates                              10.
	 September 30, 1996





		   Registrant anticipates that funds for working capital 
	 will be generated by operations of the Building by Sublessee,
	 which entity in turn is required to make payments of Basic Rent 
	 and Overage Rent under the Sublease and, to the extent necessary,
	 from additional capital investment by the partners in Sublessee
	 and/or external financing.  Registrant foresees no need to make
	 material commitments for capital expenditures while the Sublease
	 is in effect.
				      Inflation

		   Registrant believes that there has been no material
	 change in the impact of inflation on its operations since the
	 filing of its report on Form 10-K for the year ended December 31,
	 1995, which report and all exhibits thereto are incorporated
	 herein by reference and made a part hereof.

			     PART II.  OTHER INFORMATION

	 Item 1.   Legal Proceedings

		   The Property of Registrant is the subject of the
	 following pending litigation: 

	      (1)  On October 21, 1991, the holder of a $20,000 original
		   participation in Registrant brought suit in New York
		   Supreme Court, New York County against the Registrant;
		   the Partners; Sublessee; Harry B. Helmsley, a partner in
		   Sublessee; and Counsel.  Registrant is a nominal
		   defendant.  The suit claims that the defendants have
		   engaged in breaches of fiduciary duty and acts of
		   self-dealing in relation to the Partners' solicitation
		   of consents and authorizations of the participants in
		   Registrant in September 1991 and in relation to other
		   unrelated acts of the Partners and Sublessee.  The suit
		   is styled as a class action, but the Court has ruled
		   that class certification shall not be granted.  The suit
		   seeks relief including an injunction and an accounting.
		   On January 10, 1992, all defendants answered the
		   complaint and denied all material allegations of
		   liability and damage.  The complaint does not seek any
		   relief against Registrant, and accordingly, Registrant's
		   counsel is of the opinion that no loss or other
		   unfavorable outcome of the action against Registrant is
		   anticipated.  The action has been dismissed against
		   Sublessee and Mr. Helmsley.  In June, 1996, plaintiff
		   applied for partial summary judgment.  In September,
		   1996, defendants applied for summary judgment and
		   dismissal of the action in its entirety.  Both of those
		   applications are pending before the Court.<PAGE>
	 Empire State Building Associates                              11.
	 September 30, 1996




	      (2)  In December 1994, Registrant received a notice of
		   default from Trump.  The Trump default notice to
		   Registrant claims that Registrant is in violation of the
		   Master Lease because of extensive work which Sublessee
		   has undertaken as part of an improvement program that
		   commenced before Trump reportedly acquired its interest
		   in the Property in 1994.  Trump's notice also complains
		   that the Building is in need of repairs.  

		   On February 14, 1995, Registrant and Sublessee filed an
		   action in New York State Supreme Court against Trump for
		   a declaratory judgment that none of the matters set
		   forth in the notice of default constitutes a violation
		   of the Master Lease or Sublease, and that the notice of
		   default is entirely without merit.  Registrant's and
		   Sublessee's suit also seeks an injunction to prevent
		   Trump from implementing the notice of default.  On
		   March 24, 1995, the New York State Supreme Court in the
		   foregoing action granted Registrant a preliminary
		   injunction against Trump.  The injunction prohibits
		   Trump from acting on its notice of default to
		   Registrant, at any time, pending the prosecution of
		   claims by Registrant and Sublessee for a final judgment
		   granting a permanent injunction and other relief against
		   the Trump defendants.  On April 8, 1996, the Court
		   granted Registrant additional injunctions against Trump,
		   which further prohibit Trump from seeking to terminate
		   Registrant's Master Lease.  On August 19, 1996, the
		   Court denied a motion by Trump to set aside the
		   injunction granted in favor of Registrant and against
		   Trump on March 24, 1995.  The court has directed the
		   parties in the foregoing action to proceed with pretrial
		   discovery.

		   On February 15, 1995, Trump filed an action against
		   Registrant, Sublessee, Counsel, Harry B. Helmsley,
		   Helmsley-Spear, Inc. (the management company of the
		   Building engaged by Sublessee), and the Partners in New
		   York State Supreme Court, alleging that the notice of
		   default is valid and seeking damages and related relief
		   based thereon.  On October 24, 1996, the Court dismissed
		   all of Trump's claims in their entirety as against
		   Registrant and all other defendants in the foregoing
		   action.

		   In May 1995, Registrant and Sublessee filed a separate
		   legal action against Trump and various affiliated
		   persons for breach of the Master Lease and Sublease and
		   for disparagement of the Property in violation of
		   Registrant's and Sublessee's leasehold rights.  This
		   action sought money damages and related relief.  The<PAGE>
	 Empire State Building Associates                              12.
	 September 30, 1996




		   action was amended to include additional claims by
		   Registrant and Sublessee seeking a declaratory judgment
		   that they may act as an owner of the Property for
		   purposes of making applications and related activities
		   pursuant to the New York City Building Code.  Trump
		   moved to dismiss the claims concerning the Building
		   Code.  By decision and order of October 24, 1996, the
		   Court rejected Trump's motion and sustained Registrant's
		   and Sublessee's claims concerning the parties who may
		   act as owner of the Property under the Building Code.
		   The Court directed that the claims should proceed to
		   trial. At the same time, the Court dismissed
		   Registrant's and Sublessee's claims against Trump and
		   co-defendants for money damages.  Registrant and
		   Sublessee will notice an appeal of that portion of the
		   Court's order dismissing their claims for money damages.

	 Item 4.   Submission of Matters to a Vote of Security Holders

		   During the fiscal quarter ended September 30, 1996,
	 Registrant did not submit any matter to a vote by the Participants
	 through the solicitation of proxies or otherwise.  

	 Item 5.   Other Information

		   The Sublessee maintains the Building as a high-class
	 office building as required by the terms of the Sublease.  

		   In 1990, Sublessee commenced its latest improvement
	 program which is estimated to be completed in 1997 at a total cost
	 in excess of $60,000,000.  Under this program, approximately 6,400
	 windows are being replaced and this portion of the program is
	 completed.  In addition, the elevators have been upgraded through
	 installation of a computerized control system and replacement of
	 all electrical and mechanical equipment.  The elevator
	 modernization program has increased elevator speed from 800 to 950
	 feet per minute to 1200 feet per minute.  Also included is water-
	 proofing the Building's exterior, resetting and repairing the
	 limestone facade, upgrading the Building's security system,
	 upgrading and replacing the Building's fire safety system and
	 making substantial further improvement to the air-conditioning,
	 domestic pump and water systems, waterproofing the mooring mast
	 and installing a new observation deck ticket office. 

		   Sublessee anticipates that the costs of improvements to
	 be incurred will reduce or eliminate Overage Rent during the years
	 from 1996 through 1999, but should have no effect on the payment
	 of Basic Rent in those years.<PAGE>
	 Empire State Building Associates                              13.
	 September 30, 1996




		   Under Sublessee's management, the Building recently won
	 three awards from the Building Owners and Management Association
	 ("BOMA") (BOMA/NY Award 1989; BOMA Middle Atlantic Region Award
	 1990/91 and the BOMA International Award for excellence 1992/93).
	 The New York Landmarks Conservancy recently awarded a Merit
	 Citation to the Building.  In 1994, Metaloptics recognized the
	 Building for excellence in lighting efficiency.  In December 1994,
	 Energy User News, a national publication, awarded a Certificate of
	 Merit in the lighting category for excellence and innovation in
	 energy efficiency and management of the Building.  

	 Item 6.   Exhibits and Reports on Form 8-K

		   (a)  The exhibit hereto is incorporated by reference.  

		   (b)  Registrant has not filed any report on Form 8-K
	 during the quarter for which this report is being filed.  <PAGE>

  Empire State Building Associates                               14.
	 September 30, 1996




				     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
	 Partners in Registrant, pursuant to a Power of Attorney, dated
	 August 6, 1996 (the "Power").  



	 EMPIRE STATE BUILDING ASSOCIATES
	 (Registrant)


	 By:  /s/ Stanley Katzman                  
	      Stanley Katzman, Attorney-in-Fact*



	 Date:  November 13, 1996


		   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 Partners in Registrant, pursuant
	 to the Power, on behalf of Registrant and as a Partner in
	 Registrant, on the date indicated.  


	 By:  /s/ Stanley Katzman                  
	      Stanley Katzman, Attorney-in-Fact*


	 Date:  November 13, 1996










	 ______________________
	    *   Mr. Katzman supervises accounting functions for
		Registrant.<PAGE>
         
		
	 Empire State Building Associates                               15.
	 September 30, 1996





				    EXHIBIT INDEX


	    Number                   Document                      Page*


	    25        Power of Attorney dated August 6, 1996
		      between Stanley Katzman, Peter L.
		      Malkin and John L. Loehr as Partners
		      of Registrant and Stanley Katzman and
		      Richard A. Shapiro.  



































	 ______________________
	 *    Page references are based on sequential numbering system.