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 March 31, 2000

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 14 of this Report.
Number of pages (including exhibits) in this filing: 14



					PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

Empire State Building Associates
Condensed Statement of Income
(Unaudited)

For the Three Months
Ended March 31,
	2000	1999
Income:

	Rent income, from a related
		party (Note B)	$1,504,687	$1,504,687
	Dividend income	    95,211	    47,158
					----------	----------
		Total income	 1,599,898	 1,551,845
					----------	----------
Expenses:

	Leasehold rent	   492,500	   492,500
	Supervisory services, to a
		related party (Note C)	    39,854	    39,854
	Amortization of leasehold	    52,117	    52,117
					----------	----------
		Total expenses	   584,471	   584,471
					----------	----------
Net income		$1,015,427	$  967,374
					==========	==========
Earnings per $10,000 participation
	unit, based on 3,300
	participation units
	outstanding during the year	$   307.71	$   293.14
					==========	==========

	Distributions per $10,000
		participation consisted
		of the following:
	Income			$   307.71	$   293.14
	Return of capital	  1,993.06	    856.05
					----------	----------
		Total distributions	$ 2,300.77	$ 1,149.19
					==========	==========

	At March 31, 2000 and 1999, there were $33,000,000 of participations
outstanding.


Empire State Building Associates
Condensed Balance Sheet
(Unaudited)

Assets							 March 31, 2000   December 31, 1999
Current assets
  Cash								$  328,530	$   328,360
  Fidelity U.S. Treasury Income Portfolio	 3,243,459	  9,209,075
  Prepaid rent							    23,831	     23,831
  Additional rent due from Empire State
    Building Company, a related party 			  -0-	$   982,109
									----------	-----------
		Total current assets			 3,595,820	 10,543,375

Real Estate
  Leasehold on Empire State Building		39,000,000	 39,000,000
   Less, allowance for amortization		36,342,011	 36,289,894
									----------	-----------
									 2,657,989	  2,710,106
									----------	-----------
		Total assets					$6,253,809	$13,253,481
									==========	===========

Current Liabilities:
  Accrued legal fees, to a related
    Party								 1,491,886	 1,491,886
  Accrued supervisory services,
    to a related party					       -0-	   422,566
									----------	----------
		Total Current Liabilities		$1,491,886	$1,914,452
									----------	----------

Capital
  Capital January 1,					11,339,029	 7,147,297
  Add, Net income:
   January 1, 2000 through March 31, 2000	 1,015,427	       -0-
   January 1, 1999 through December 31, 1999	       -0-	10,901,065
									----------	----------
									12,354,456	18,048,362

Less, Distributions:
  Monthly distributions,
   January 1, 2000 through March 31, 2000	   972,333	       -0-
   January 1, 1999 through December 31, 1999	       -0-	 3,889,333

Empire State Building Associates
Condensed Balance Sheet
(Unaudited)

(CONTINUED)


Additional Distribution on 			 March 31, 2000   December 31, 1999
  February 29, 2000 of overage rent
  for the lease year ended
  December 31, 1999						 6,620,200	       -0-

Additional Distribution on
  March 5, 1999 of overage rent
  for the lease year ended
  December 31, 1998						       -0-	 2,820,000
									----------	----------
									 7,592,533	 6,709,333
									----------	----------

Capital
  March 31, 2000						 4,761,923	       -0-
  December 31, 1999						       -0-	11,339,029
									----------	----------
	Total liabilities and capital:
 	  March 31, 2000					 6,253,809
	  December 31, 1999					==========	13,253,481
	==========


Empire State Building Associates
Condensed Statement of Cash Flow
(Unaudited)

							 January 1, 2000	 January 1, 1999
								through			through
						  March 31, 2000	  March 31, 1999

Cash flows from operating activities:
Net income						$1,015,427		$  967,374
Adjustments to reconcile net income
  to cash provided by operating
  activities:
  Amortization of leasehold			    52,117		    52,117

Change in additional rent due			   982,109		   609,852
Change in accrued supervisory services	  (422,566)		  (180,000)
Change in accrued legal fees 			       -0-		    (8,125)
							     ----------		----------
	Net cash provided by operating
	  activities					 1,627,087		 1,441,218
								----------		----------
Cash flows from financing activities:
	Cash distributions				(7,592,533)		(3,792,333)
								----------		----------
	Net cash used in financing
	  activities 					(7,592,533)		(3,792,333)
								----------		----------
	Net decrease in cash and
       cash equivalents				(5,965,446)		(2,351,115)

Cash and cash equivalents
  beginning of period				 9,537,435		 5,235,381
								----------		----------
Cash and cash equivalents
  end of period					$3,571,989		$2,884,266
								==========		==========

Notes to Condensed Financial Statements (unaudited)

Note A Organization and basis of Presentation

		In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the financial
position of Registrant as of March 31, 2000, its results of operations
and cash flows for the three months ended March 31, 2000 and 1999 and
its changes in Partners' capital for the three months ended March 31,
2000.  Information included in the condensed balance sheet as of
December 31, 1999 has been derived from the audited balance sheet
included in Registrant's, Form 10-K for the year ended December 31,
1999 (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 generally accepted accounting
principles have been condensed or omitted from these financial
statements unless significant changes have taken place since the end
of the most recent fiscal year.  Accordingly, these unaudited
condensed financial statements should be read in conjunction with the
financial statements, notes to financial statements and the other
information in the 10-K.  The results of operations for the three
months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year.

Note B Interim Period Reporting


		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").  The fee owner of the property is
Trump Empire State Partners.

		Registrant's partners are Peter L. Malkin, Thomas N.
Keltner, Jr. and Richard A. Shapiro (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 Partners in Registrant are also members of Wien
& Malkin LLP, 60 East 42nd Street, New York, New York, which provides
supervisory and other services to Registrant and Sublessee (the
"Supervisor").  See Note C below.

		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
the Master Lease is $1,970,000 through January 5, 2013 and $1,723,750
annually during the term of each renewal period thereafter.

		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 Supervisor (as described in Note
C below).  For 1999, Sublessee reported net operating profit of
$16,164,218; therefore, there was Overage Rent of $7,582,109 for the
year ended December 31, 1999.  Registrant paid Supervisor $481,983 as
an additional payment for supervisory services.

		Sublessee is a New York partnership in which Peter L. Malkin
is a partner and Trusts created by Peter L. Malkin for family members
are beneficial owners of an interest in the Sublessee.

Note C - Supervisory Services

		Registrant pays Supervisor for special legal services at
hourly rates and for supervisory services and disbursements.  The
supervisory fees are $100,000 per annum (the "Basic Payment") plus 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 original cash investment in any year ("Additional
Payment").  At March 31, 2000 such remaining cash investment was
$33,000,000, representing the original cash investment of the
Participants in Registrant.

		No remuneration was paid during the three month period ended
March 31, 2000 by Registrant to any of the Partners as such.  Pursuant
to the Fee arrangements described herein, Registrant paid Supervisor
$25,000 of the Basic Payment for supervisory services for the three
month period ended March 31, 2000 and $4,951 a month as the Additional
Payment for supervisory services.  The supervisory services include,
among other items, the preparation of certain reports required by the
Securities and Exchange Commission, the monitoring or coordination of
certain other areas of legal compliance, the preparation of certain
financial reports, as well as the supervision of accounting and other
documentation related to the administration of Registrant's business.
See Item 7 hereof.  Out of its fees, Supervisor paid all disbursements
and costs of regular accounting services.

		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
family trusts' ownership of an 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
Supervisor, is entitled to receive his share of any fees or other
remuneration paid to Supervisor for services rendered to Registrant
and Sublessee.

		As of March 31, 2000 the Partners owned of record and
beneficially an aggregate of $10,000 of participations in Registrant,
representing less than 1% of the currently outstanding participations
therein totaling $33,000,000.

		In addition, as of March 31, 2000 certain of the Partners
(or their respective spouses) held additional Participations as
follows:

Entities for the benefit of members of Peter L. Malkin's
family owned of record and beneficially $546,250 of
Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations, except that related Trusts
are required to complete scheduled payments to Mr. Malkin.

Peter L. Malkin owned of record as trustee or co-trustee,
but not beneficially, $250,000 of Participations.  Mr.
Malkin disclaims any beneficial ownership of such
Participations.


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

		As stated in Note B, Registrant was organized for the
1purpose 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 Supervisor.  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 month
period ended March 31, 2000 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
Overage Rent, 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 cycles in
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 difficult for management to forecast the New York
City economy and real estate market over the next few years.

		Total income increased for the three month period ended
March 31, 2000 as compared with the three month period ended March 31,
1999.  Such increase resulted from an increase 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 March 31, 2000 as compared with the three month period
ended March 31, 1999.

		The State of New York has asserted utility tax deficiencies
through December 31, 1992 in connection with water, steam and non-
metered electricity rent inclusion charges to tenants, plus interest
thereon.  The Supreme Court, New York County, granted summary judgment
in favor of the State, which was affirmed by the Appellate Division,
holding that the State utility tax applies to such inclusion charges.
Pursuant to the terms of the settlement agreement, Sublessee agreed to
pay the State's assessed tax in the sum of $979,109, plus interest of
approximately $605,000 through July 31, 1996.  The State has agreed to
payment of the aforesaid liability over a period of four years,
commencing August, 1996, in equal monthly installments of $40,000,
including interest on the unpaid balance at the statutory rate.  The
State has accepted a bond as security for the unpaid liability.
Sublessee also is liable for New York State Utility tax for periods
after December 31, 1992.  The state assessed tax for the years 1993
through 1995, in the sum of $243,270 plus interest of $118,117 through
February 29, 2000.  Registrant is currently negotiating a reduction in
the tax as well as a payment schedule for the aforesaid liability.

		The City of New York has asserted a Utility Tax deficiency
in the amount of $277,125 against Sublessee through December 31, 1994,
in connection with water, steam and non-metered electricity rent
inclusion charges to tenants, plus accrued interest of approximately
$330,297 through February 29, 2000.  Sublessee is contesting the
calculation of the city's proposed Utility Tax deficiency.  The final
outcome of its appeal cannot presently be determined.  Accordingly, no
provision for any liability that may result upon final adjudication
has been made in the accompanying financial statements.

		Sublessee also is liable for additional New York City
Utility Tax periods after December 31, 1994.  The amount of such
additional tax has yet to be determined.  Under a settlement proposed
by New York City for all taxpayers, Sublessee will settle utility
taxes for all open years by paying the tax only for the year 1997, the
determination of which is pending.

Liquidity and Capital Resources

		There has been no significant change in Registrant's
liquidity for the three month period ended March 31, 2000, as compared
with the three month period ended March 31, 1999.

		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 March 31, 2000.

		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, 1999, 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:

		Studley v. Empire State Building Associates: On October 21,
1991, in an action entitled Studley v. Empire State Building
Associates et al., the holder of a $20,000 original participation in
Registrant brought suit in New York Supreme Court, New York County
against the Agents for Registrant (Peter L. Malkin, Donald A. Bettex
and Alvin Silverman), in their individual capacities and Wien, Malkin
& Bettex (currently "Wien & Malkin LLP") Supervisor to Registrant.
The suit claimed that the defendants had engaged in breaches of
fiduciary duty and acts of self-dealing in relation to the Agents'
solicitation of consents and authorizations from the participants in
Registrant in September 1991 and in relation to other unrelated acts
of the Agents and the sublessee.  By order dated July 14, 1997, and
entered July 29, 1997, the Court granted defendants' motion for
summary judgment and dismissal of the action.  The Plaintiff filed an
appeal with respect to the foregoing order.  By decision and order
entered April 2, 1998, the Appellate Court unanimously affirmed the
order dismissing the action.  The Plaintiff has been denied permission
to appeal to the New York Court of Appeals.  The Plaintiff has filed a
further Complaint alleging similar claims, purportedly as a class
action.  Defendants' Supervisor filed a motion to dismiss the new
complaint based upon the Court's prior rulings and on other grounds.
The Court granted the motion to dismiss the new complaint in its
entirety.  Plaintiff's appeal of the dismissal is pending.

		Proceedings Involving Trump Empire State Partners:  In
December 1994, Registrant received a notice of default from Trump.
The Trump default notice to Registrant claimed that Registrant was in
violation of its master lease because of extensive work which
Sublessee had undertaken as part of an improvement program that
commenced before Trump reportedly acquired its interest in the
property in 1994.  Trump's notice also complained that the Building
was in need of repairs.  On February 14, 1995, Registrant and
Sublessee filed an action ("Action No. 1") 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 Court granted Registrant a
preliminary injunction against Trump.  In 1996 the Court granted two
additional preliminary injunctions against Trump with respect to two
additional default notices.  The preliminary injunctions prohibit
Trump from acting on its notices of default to Registrant at any time,
pending the prosecution of claims by Registrant and Sublessee for a
final declaratory judgment and an injunction and other relief against
the Trump defendants.  The Appellate Court has upheld and affirmed the
granting of such preliminary injunctions against the Trump defendants.

		On February 15, 1995, Trump filed an action ("Action No. 2")
against Registrant, Sublessee, Supervisor, Harry B. Helmsley, a
partner in Sublessee, Helmsley-Spear, Inc. (the management company of
the Empire State Building), and the Agents for Registrant 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 against
all defendants in Action No. 2.  Trump appealed this Order.  The
Appellate Court has unanimously affirmed the dismissal of Trump's
claims.

		In May, 1995, Registrant and Sublessee filed a separate
legal action ("Action No. 3") against Trump and various affiliated
persons for breach of the master lease and sublease, and disparagement
of the property in violation of Registrant' and Sublessee's leasehold
rights.  The action was amended to include additional claims by
Registrant and Sublessee (the "Ownership Claim") 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.  By decision and order dated October 24, 1996, the
Court sustained Registrant's and Sublessee's claims concerning the
parties who may act as owner of the Property under the Building Code,
but dismissed Registrant's and Sublessee's claims against Trump and
co-defendants for money damages.  Registrant and Sublessee appealed
that portion of the Court's order dismissing their claims for money
damages.  The Appellate Court has affirmed that part of the Court's
order dismissing the claims for money damages.

		On March 16, 1999, the New York Supreme Court granted
summary judgment in Action Nos. 1 and 3 in favor of Registrant and the
Sublessee and against the Trump defendants as to most of the alleged
lease defaults set forth in the Trump default notice of December 1994,
and as to the two additional Trump default notices in their entirety
and the Ownership Claim. The Appellate Division has affirmed the
summary judgment order.

		New York Skyline Inc.:  Registrant is a defendant in an
action instituted in the Supreme Court of the State of New York,
County of New York, entitled New York Skyline Inc. v. Empire State
Building Company, Empire State Building Associates, Nell H. Kessner,
Helmsley-Spear, Inc. and Stephen A. Tole.  This lawsuit, which was
brought by a tenant in the Building and was filed on December 23,
1997, seeks at least $205,000,000 in damages.  In its complaint,
plaintiff-tenant asserts thirteen causes of action (twelve of which
are against Sublessee) in connection with its leases and license
agreements of space in the Building and alleges that it is entitled
to, among other things, specific performance as to its alleged rights
under its leases and licensing agreements with Sublessee, a
declaratory judgment as to the rights of the parties under the leases
and licensing agreements, any monies allegedly due plaintiff under
those agreements, as well as injunctive relief and additional money
damages.  While the complaint includes Registrant as a named
defendant, it does not allege or identify any agreement between
plaintiff and Registrant or any other basis of liability on
Registrant's part to plaintiff.  On or about February 5, 1998,
plaintiff served an amended complaint which, among other things, added
Kessner & Cyruli, f/k/a Nell H. Kessner & Associates, former landlord-
tenant Supervisor for the Building, and Eileen Aluska, a former
Helmsley-Spear, Inc. employee, as party defendants.  The amended
complaint asserts eleven causes of action, similar to those asserted
in the original complaint.  On March 16, 1998, Registrant filed an
answer to the amended complaint denying all allegations of liability.
On December 30, 1999 the action was settled and discontinued without
any payment or other contribution by Registrant to the settlement.

		Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al.
On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action
in the Supreme Court of the State of New York, against Helmsley-Spear,
Inc. and Leona Helmsley concerning various partnerships which own,
lease or operate buildings managed by Helmsley-Spear, Inc., including
Registrant's property.  In their complaint, plaintiffs sought the
removal of Helmsley-Spear, Inc. as managing and leasing agent for all
of the buildings.   Plaintiffs also sought an order precluding Leona
Helmsley from exercising any partner management powers in the
partnerships.  In August, 1997, the Supreme Court directed that the
foregoing claims proceed to arbitration.  As a result, Mr. Malkin and
Wien & Malkin LLP filed an arbitration complaint against Helmsley-
Spear, Inc. and Mrs. Helmsley before the American Arbitration
Association.  Helmsley-Spear, Inc. and Mrs. Helmsley served answers
denying liability and asserting various affirmative defenses and
counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply
denying the counterclaims.  By agreement dated December 16, 1997, Mr.
Malkin and Wien & Malkin LLP (each for their own account and not in
any representative capacity) reached a settlement with Mrs. Helmsley
of the claims and counterclaims in the arbitration and litigation
between them.  Mr. Malkin and Wien & Malkin LLP are continuing their
prosecution of claims in the arbitration for relief against
Helmsley-Spear, Inc., including its termination as the leasing and
managing agent for various entities and properties, including the
Registrant's Sublessee.

Item 5.	Other Information

		Sublessee is to maintain 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 1999 at a total cost in excess
of $68,000,000.  Under this program, approximately 6,400 windows have
been replaced.  In addition, the elevators have been upgraded through
the installation of a computerized control system and replacement of
all electrical and mechanical equipment.  The elevator modernization
program has increased elevator speed from 800-950 feet per minute to
1200 feet per minute.  Also included is waterproofing 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.

		The Sublessee anticipates that the costs of improvements to
be incurred will reduce Overage Rent during the year 2000, but should
have no effect on the payment of Basic Rent in those years.

		Under Sublessee's management, the Building during this
decade has won six 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 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)  See exhibit index.

		(b)  Registrant did not file any report on Form 8-K for the
period for which this report is being filed.


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 Powers of Attorney, dated August 6, 1996 and
May 14, 1999 (collectively, the "Power").



EMPIRE STATE BUILDING ASSOCIATES
(Registrant)



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


Date: May      , 2000


		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 on the date indicated.



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


Date: May      , 2000







__________________________
*	Mr. Katzman supervises accounting functions for Registrant.


EXHIBIT INDEX


Number				Document					Page*


3(a)   	Registrant's 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, is
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.

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 August 6, 1996
and May 14, 1999 between the Partners of
Registrant and Stanley Katzman and Richard
A. Shapiro which was filed as Exhibit 24
to Registrant's 10-Q for the quarter ended
June 30, 1999 and is incorporated herein
by reference.







__________________________
*	Page references are based on sequential numbering system.