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 June 30, 1997

					 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 Six Months
				     Ended June 30,         Ended June 30,  
				    1997        1996         1997       1996

 Income:

   Rent income, from a related
     party (Note B)               $1,504,688 $1,504,688  $3,009,375  $3,009,375
   Dividend income                     2,752      2,160       5,134       4,254
				  ---------- ----------  ----------  ----------
       Total income                1,507,440  1,506,848   3,014,509   3,013,629
				  ---------- ----------  ----------  ----------
 Expenses:

   Leasehold rent                    492,500    492,500     985,000     985,000
   Supervisory services, to a 
     related party (Note C)           39,854     39,854      79,708      79,708
   Amortization of leasehold          52,117     52,117     104,234     104,234
   Miscellaneous                         -0-        -0-         -0-          47
				  ---------- ----------  ----------  ----------
       Total expenses                584,471    584,471   1,168,942   1,168,989
				  ---------- ----------  ----------  ----------
 Net income                       $  922,969 $  922,377  $1,845,567  $1,844,640
				  ========== ==========  ==========  ==========
 Earnings per $10,000 partici-
   pation unit, based on 3,300
   participation units out-
   standing during the year       $   279.69 $   279.51  $   559.26  $   558.98
				  ========== ==========  ==========  ==========

   Distributions per $10,000 
     participation consisted 
     of the following:

    Income                        $  279.69  $   279.51  $   559.26  $   558.98
    Return of capital                 14.96       15.14       30.03       30.31
				  ---------  ----------  ----------  ----------
	Total distributions       $  294.65  $   294.65  $   589.29  $   589.29
				  =========  ==========  ==========  ==========

	At June 30, 1997 and 1996, there were $33,000,000 of participations
	outstanding.<PAGE>

									     

			 Empire State Building Associates
			      Condensed Balance Sheet
				 (Unaudited)                                  3.

 Assets                                       June 30, 1997  December 31, 1996
 Current assets
   Cash                                          $  373,287         $  368,152
   Prepaid rent                                      23,831             23,831
						 ----------         ----------
       Total current assets                         397,118            391,983

 Real Estate 
   Leasehold on Empire State Building            39,000,000         39,000,000
     Less, allowance for amortization            35,768,723         35,664,489
						 ----------         ----------
						  3,231,277          3,335,511
						 ----------         ----------
     Total assets                                $3,628,395         $3,727,494
						 ==========         ==========

 Capital
   Capital January 1,                             3,727,494          3,927,316
   Add, Net income: 
     January 1, 1997 through June 30, 1997        1,845,567                -0-
     January 1, 1996 through 
       December 31, 1996                                -0-          3,689,511
						 ----------         ----------
						  5,573,061          7,616,827
   Less, Distributions: 
     Monthly distributions,
       January 1, 1997 through June 30, 1997      1,944,666                -0-
       January 1, 1996 through
	 December 31, 1996                              -0-          3,889,333
						 ----------        -----------
						  1,944,666          3,889,333
						 ----------        -----------
 Capital                                          3,628,395          3,727,494
						 ----------        -----------
     Total liabilities and capital               $3,628,395        $ 3,727,494
						 ==========        ===========<PAGE>
									    



									    4.
			 Empire State Building Associates
			Condensed Statement of Cash Flows
				  (Unaudited)            




					    January 1, 1997    January 1, 1996
						    through            through
					      June 30, 1997      June 30, 1996

   Cash flows from operating activities:
     Net income                                  $1,845,567        $1,844,640 
     Adjustments to reconcile net income 
       to cash provided by operating
       activities:
       Amortization of leasehold                    104,234           104,234 
						 ----------        ---------- 

       Net cash provided by operating
	 activities                               1,949,801         1,948,874 
						 ----------        ---------- 
   Cash flows from financing activities:
     Cash distributions                          (1,944,666)       (1,944,666)
						 ----------        ---------- 
       Net cash used in financing 
	 activities                              (1,944,666)       (1,944,666)
						 ----------        ---------- 
       Net increase (decrease) in cash and 
	 cash equivalants                             5,135             4,208 

   Cash and cash equivalents
     beginning of period                            368,152           359,505 
						 ----------        ---------- 

   Cash and cash equivalents
     end of period                               $  373,287        $  363,713 
						 ==========        ========== <PAGE>
	 Empire State Building Associates                               5.
	 June 30, 1997
								       


	 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 Lease 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.  

		   The value of the Master Lease is stated at cost.  To
	 reflect Registrant's exercise of the first renewal option under<PAGE>
	 Empire State Building Associates                               6.
	 June 30, 1997                                                 



	 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 income are
	 distributed annually after payment of any additional payments for
	 supervisory services to Counsel (as described in Note C below).
	 For 1996, Sublessee reported net operating loss of $7,914,032;
	 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 LLP, 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 original
	 cash investment in any year ("Additional Payment").  At June 30,
	 1997, 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 and six month
	 periods ended June 30, 1997 by Registrant to any of the Partners
	 as such.  Pursuant to the fee arrangements described herein,
	 Registrant paid Counsel $25,000 and $50,000, respectively, of the
	 Basic Payment for supervisory services for the three and six month
	 periods ended June 30, 1997, 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 administrative services<PAGE>
	 Empire State Building Associates                               7.
	 June 30, 1997


								       
	 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 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, active review of financial
	 statements submitted to Registrant by the Sublessee and financial
	 statements audited 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 partnership interest in Counsel, is entitled to receive
	 his share of any legal fees or other remuneration paid to Counsel
	 for legal and supervisory services rendered to Registrant and
	 Sublessee.

		   As of June 30, 1997, 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 June 30, 1997 certain of the Partners
	 (or their respective spouses) held additional Participations as
	 follows:

		   Peter L. Malkin owned of record as trustee or co-trustee
		   but not beneficially, $175,000 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.

		   Stanley Katzman owned of record as trustee, but not
		   beneficially, $25,000 of Participations.  Mr. Katzman
		   disclaims any beneficial ownership of such
		   Participations.<PAGE>
	 Empire State Building Associates                               8.
	 June 30, 1997

								       


	 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 a
	 net operating sublease held by Sublessee.  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
	 six month periods ended June 30, 1997, 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 depends
	 solely on the ability of Sublessee to make monthly 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 anticipated that
	 remaining expenses for the improvement program to the Building,
	 which commenced in 1990, will reduce the amount of Overage Rent
	 otherwise payable for 1997.  It is difficult for management to
	 forecast the New York City real estate market over the next few
	 years.  

		   Total income increased for the three and six month
	 periods ended June 30, 1997 as compared with the three and six
	 month periods ended June 30, 1996.  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 June 30, 1997
	 as compared with the three-month period ended June 30, 1996.
	 Total expenses decreased for the six-month period ended June 30,
	 1997 as compared with the six-month period ended June 30, 1996.<PAGE>
	 Empire State Building Associates                               9.
	 June 30, 1997

								       

	 Such decrease resulted from miscellaneous expenses incurred in the
	 six-month period ended June 30, 1996.

		   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 estimated accrued interest.  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.  Sublessee sought permission to appeal the Appellate
	 Division's decision and order to the Court of Appeals.  The Court
	 of Appeals denied Sublessee's motion.  In May 1996, Sublessee
	 entered into a settlement agreement with the State.  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
	 tentatively 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.  Installment payments to the State of
	 $40,000 per month have been made by Sublessee commencing on August
	 1, 1996.  It is anticipated that New York State will seek to
	 impose liability on Sublessee for State utility tax for periods
	 after December 31, 1992.  The amount of such additional tax has
	 yet to be determined.

		   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 $133,160 through June 30, 1997.
	 Sublessee is contesting the calculation of the City's proposed
	 utility tax deficiency before the New York City Tax Appeals
	 Tribunal.  The final outcome of Sublessee's appeal cannot
	 presently be determined.  It is anticipated that New York City
	 will also seek to impose liability on Sublessee for additional New
	 York City utility tax for periods after December 31, 1994.  The
	 amount of such additional tax has yet to be determined.

			   Liquidity and Capital Resources

		   There has been no significant change in Registrant's
	 liquidity for the three and six month periods ended June 30, 1997,
	 as compared with the three and six month periods ended June 30,
	 1996. 

		   Registrant anticipates that the value of the Building
	 and the Property will exceed the indicated balance sheet value at
	 June 30, 1997.<PAGE>
	 Empire State Building Associates                              10.
	 June 30, 1997
								       


		   Registrant anticipates that funds for working capital
	 for the Property 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,
	 1996, 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:  This
	      action was filed in October 1991, in New York Supreme Court.
	      Plaintiff holds a $20,000 original participation in
	      Registrant.  The defendants are the partner Agents of
	      Registrant and Wien, Malkin & Bettex (now Wien & Malkin LLP).
	      Plaintiff has claimed that defendants have committed breaches
	      of fiduciary duty in connection with a solicitation of
	      consents of participants in Registrant in September, 1991,
	      and in respect to other matters affecting Registrant.  By
	      order and decision dated July 14, 1997, the Court denied
	      plaintiff's motion for partial summary judgment, granted the
	      defendants' motion for summary judgment and dismissed the
	      action.  The plaintiff has served a Notice of Appeal with
	      respect to the foregoing order.

		   Proceedings Involving Trump Empire State Partners:  In
	      December 1994, Registrant received a notice of default from
	      Trump Empire State Partners ("Trump"),  claiming 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
	      and a related entity for a declaratory judgment that none of
	      the matters set forth in the notice of default constitutes a<PAGE>
	 Empire State Building Associates                              11.
	 June 30, 1997

								       

	      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.  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
	      declaratory judgment and an injunction and other relief
	      against the Trump defendants.  

		   On February 15, 1995, Trump filed an action against
	      Registrant, Sublessee, Counsel, Harry B. Helmsley,
	      Helmsley-Spear, Inc. and the Agents for Registrant in New
	      York 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 the
	      action.  Trump has appealed this dismissal.  

		   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. The 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.  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.  Trump noticed an appeal of the foregoing
	      order.  The Court directed that the remaining 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 have
	      taken an appeal from that portion of the Court's order
	      dismissing their claims for money damages.

		   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, on behalf of themselves and various partnerships,
	      including Registrant, against Helmsley-Spear, Inc. and Leona
	      Helmsley.  The filing of the action was accompanied by a
	      motion for a Temporary Restraining Order and a Preliminary
	      Injunction by which the plaintiffs sought the return of over
	      $5,000,000 in Empire State Building Company funds which were
	      being wrongfully held by Helmsley-Spear, Inc., an order
	      preventing Leona Helmsley from further violations of the<PAGE>
	 Empire State Building Associates                              12.
	 June 30, 1997

								       

	      partnership agreements of the partnerships, and expedited
	      discovery of Helmsley-Spear, Inc. and Leona Helmsley
	      regarding the financial status of Helmsley-Spear, Inc.  In
	      their complaint, plaintiffs seek the same relief requested in
	      the motion for a Temporary Restraining Order and Preliminary
	      Injunction, as well as the removal of Helmsley-Spear, Inc. as
	      managing and leasing agent for all of the buildings owned by
	      the partnerships on whose behalf the action was brought.
	      Plaintiffs also seek an order precluding Leona Helmsley from
	      exercising any partner management powers in the partnerships.
	      Justice Ira Gammerman ordered that argument on plaintiff's
	      motion be heard June 24, and on the date ordered further
	      argument on July 14, 1997.  Defendants filed opposition
	      papers to the motion for a Temporary Restraining Order and
	      Preliminary Injunction on June 26 and cross-moved for
	      arbitration on July 10.  Plaintiffs filed reply papers on
	      July 14, and defendants filed reply papers on their
	      cross-motion for arbitration on July 26, 1997.  Both motions
	      are currently before the court.  In addition, plaintiffs have
	      served document requests on both defendants and notices of
	      deposition on the officers of Helmsley-Spear, Inc. and Leona
	      Helmsley.

	 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, the 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 ticket office. 

		   Sublessee anticipates that the costs of improvements to
	 be incurred will reduce or eliminate Overage Rent otherwise
	 payable for 1997 through 1999, but should have no effect on the
	 payment of Basic Rent in those years.<PAGE>
	 Empire State Building Associates                              13.
	 June 30, 1997

								       

		   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 being incorporated by
	 reference.  

		   (b)  Registrant filed a Form 8-K on July 1, 1997
	 reporting the commencement of an action against Helmsley-Spear,
	 Inc. and Leona M. Helmsley.  See Item 1.<PAGE>
	 Empire State Building Associates                               14.
	 June 30, 1997

								       

				     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: August 15, 1997  


		   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: August 15, 1997 










	 ______________________
	    *  Mr. Katzman supervises accounting functions for Registrant<PAGE>
	 Empire State Building Associates                               15.
	 June 30, 1997


								       

				    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.<PAGE>