FORM 10-K
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 1996                     

                []  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)

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

         60 East 42nd Street, New York, New York              10165       
         (Address of principal executive offices)          (Zip Code)

         Registrant's telephone number, including area code (212) 687-8700

         Securities registered pursuant to Section 12(b) of the Act:

                                        None

             Securities registered pursuant to section 12(g) of the Act:
               $33,000,000 of Participations in Partnership Interests

         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
         reports), and (2) has been subject to such filing requirements for
         the past 90 days.  Yes  [x]  No [ ]

         The aggregate market of the voting stock held by non-affiliates of
         the Registrant:  Not applicable, but see Items 5 and 10 of this
         report.

         Indicate by check mark if disclosure of delinquent filers pursuant
         to Item 405 of Regulation S-K is not contained herein, and will
         not be contained, to the best of Registrant's knowledge, in
         definitive proxy or information statements incorporated by
         reference in Part III of this Form 10-K or any amendment to this
         Form 10-K.  ___

         An Exhibit Index is located on pages 33 through 34 of this report.
         Number of pages (including exhibits) in this filing: 36<PAGE>



                                       PART I

         Item 1.   Business.

                   (a)  General

                   Registrant is a partnership which was organized on July
         11, 1961.  Registrant holds the tenant's interest in a master
         operating leasehold of the Empire State Building (the "Building")
         and of the land thereunder, located at 350 Fifth Avenue, New York,
         New York (collectively, the "Property").  The fee owner of the
         Property is Trump Empire State Partners.  

                   The master lease (the "Lease"), which commenced on
         December 27, 1961, currently expires on January 5, 2013.  The
         Lease contains three 21-year renewal options, which have not been
         exercised.  If all of the options are exercised, the Lease will
         expire on January 5, 2076.  Registrant previously exercised an
         option to renew the Lease for the term ending January 5, 2013. 

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

                   Registrant's partners are Stanley Katzman, John L. Loehr
         and Peter L. Malkin (individually, a "Partner" and, collectively,
         the "Partners") each of whom also acts as an agent for holders of
         participations in their respective partnership interests in
         Registrant (each holder of a participation, individually, a
         "Participant" and, collectively, the "Participants").  

                   Sublessee is a 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, counsel to Registrant and to Sublessee (the "Counsel").  See
         Items 10, 11, 12 and 13 hereof for a description of the ongoing
         services rendered by, and compensation paid to, Counsel and for a
         discussion of certain relationships which may pose potential
         conflicts of interest among Registrant, Sublessee and certain of
         their respective affiliates.

                   As of December 31, 1996, the Building was 87% occupied
         by approximately 730 tenants who engage in various businesses,
         including the practice of law and accounting, ladies' and men's
         apparel, and ladies' and men's shoes.  Registrant does not
         maintain a full-time staff.  See Item 2 hereof for additional
         information concerning the Property.
<PAGE>
<PAGE>





                   (b)  The Lease and Sublease

                   The annual rent payable by Registrant under the Lease is
         $1,970,000 from January 5, 1992 through January 5, 2013 and
         $1,723,750 annually during the term of each renewal period
         thereafter.  

                   Sublessee is required to pay annual basic rent (the
         "Basic Rent") equal to $6,018,750 from January 5, 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 overage rent (the "Overage Rent") equal to 50% of its net
         operating profit in excess of $1,000,000 in any year.  

                   Overage Rent income is recognized when earned from the
         Sublessee, at the close of the year ending December 31; such
         income is not determinable until the Sublessee, pursuant to the
         Sublease, renders to Registrant a certified report on the
         Sublessee's operation of the Property.  The Sublease requires that
         this report be delivered to Registrant annually within 60 days
         after the end of each such fiscal year.  Accordingly, all Overage
         Rent income and certain supervisory services expense are reflected
         in the fourth quarter of each year.  The Sublease does not provide
         for the Sublessee to render interim reports to Registrant.  See
         Note 3 of Notes to Financial Statements filed under Item 8 hereof
         (the "Notes") regarding Overage Rent payments by Sublessee for the
         fiscal years ended December 31, 1996, 1995 and 1994.  There was no
         Overage Rent paid for the year ended December 31, 1996.  

                   (c)  Competition

                   Pursuant to tenant space leases at the Building, the
         average annual base rental payable to Sublessee is approximately
         $29 per square foot (exclusive of electricity charges and
         escalation) which is at market level as compared to the average
         rental rates charged by office buildings offering comparable space
         in the immediate vicinity.  This is primarily due to a demand for
         office space in a building which is considered to have a unique
         reputation and a prime location in midtown Manhattan.  The
         Building is the only major office building in the Fifth Avenue
         area between 23rd and 34th Streets.  Registrant has been advised
         that the average rental rate is approximately $23.50 per square
         foot at both 358 Fifth Avenue and 362 Fifth Avenue, which are
         neighboring office buildings (containing 12 and 14 stories,
         respectively) containing upgraded standard installations, but
         lacking comparable views and window space.  The average rental
         rate at 3 Park Avenue, which contains approximately 35 stories and
         is only fifteen years old, is approximately $28.50 per square
         foot, and the average rental rate at 1350 Broadway, which contains
         37 stories, is approximately $22 per square foot.  Most of these
         buildings are about the same age as the Building. 




                                         -2-<PAGE>
<PAGE>





                   In the overall rental market for commercial space in
         Manhattan, rents range from approximately $50 per square foot for
         prime office space to approximately $12 per square foot in less
         developed industrial and/or secondary commercial areas.
         Accordingly, rents at the Building may be considered competitive
         for prime office space in midtown Manhattan, given the relative
         condition of surrounding buildings and the nature of services,
         amenities and office space offered by them as compared to the
         Building.

                   (d)  Tenant Leases

                   Sublessee operates the Building free from any federal,
         state or local government restrictions involving rent control or
         other similar rent regulations which may be imposed upon
         residential real estate in Manhattan.  Any increase or decrease in
         the amount of rent payable by a tenant is governed by the
         provisions of the tenant's lease.


         Item 2.   Property.

                   Registrant owns the master leasehold on the Building
         known as the Empire State Building and on the land thereunder
         located at 350 Fifth Avenue in New York City.  See Item 1 hereof.
         The Building, erected in 1931 and containing 102 stories, a
         concourse and a lower lobby, occupies the entire blockfront from
         33rd Street to 34th Street on Fifth Avenue.  The Building has 72
         passenger elevators and 4 freight elevators and is equipped with
         air conditioning and individual air handling units.  The Building
         is subleased to Sublessee under the Sublease which expires on
         January 4, 2013 and contains three 21-year renewal options.  See
         Item 1 hereof for a description of the terms of the Lease and
         Sublease.


         Item 3.   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 Associates.
         The defendants are the partner Agents of Associates 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
         Associates in September, 1991, and in respect to other matters
         affecting Associates.  Motions by plaintiff and defendants for
         summary judgment are pending.




                                         -3-<PAGE>
<PAGE>





                   Proceedings Involving Trump Empire State Partners:  In
         December 1994, Associates received a notice of default from Trump
         Empire State Partners ("Trump").  The Trump default notice to
         Associates claims that Associates is in violation of its master
         lease because of extensive work which Company 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, Associates and Company 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 violation of the master lease or
         sublease, and that the notice of default is entirely without
         merit.  Associates' and Company's suit also seeks an injunction to
         prevent Trump from implementing the notice of default.  On March
         24, 1995, the Court granted Associates a preliminary injunction
         against Trump.  The injunction prohibits Trump from acting on its
         notice of default to Associates, at any time, pending the
         prosecution of claims by Associates and Company for a final
         declaratory judgment and an injunction and other relief against
         the Trump defendants.  

                   On February 15, 1995, Trump filed an action against
         Associates, Company, Counsel, Harry B. Helmsley, Helmsley-Spear,
         Inc., and the Agents for Associates 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, Associates and Company 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 Associates' and Company's leasehold
         rights. The action was amended to include additional claims by
         Associates and Company 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 Associates' and Company's claims concerning the
         parties who may act as owner of the property under the Building
         Code.  The Court directed that the remaining claims should proceed
         to trial.  At the same time, the Court dismissed Associates' and
         Company's claims against Trump and co-defendants for money
         damages.  Associates and Company have taken an appeal from that
         portion of the Court's order dismissing their claims for money
         damages.

         Item 4.   Submission of Matters to a Vote of Participants.

                   During the fourth quarter of the fiscal year ended
         December 31, 1996, Registrant did not submit any matter to a vote
         by the Participants through the solicitation of proxies or
         otherwise.

                                         -4-<PAGE>
<PAGE>





                                       PART II

         Item 5.   Market for Registrant's Common Equity
                   and Related Security Holder Matters.

                   Registrant is a partnership organized pursuant to a
         partnership agreement dated as of July 11, 1961.

                   Registrant has not issued any common stock.  The securi-
         ties registered by it under the Securities Exchange Act of 1934,
         as amended, consist of participations in the partnership interests
         of the Partners in Registrant (the "Participations") and are not
         shares of common stock nor their equivalent.  The Participations
         represent each Participant's fractional share in a Partner's
         undivided interest in Registrant and are divided approximately
         equally among the Partners.  A full unit of the Participations was
         offered originally at a purchase price of $10,000; fractional
         units were also offered at proportionate purchase prices.
         Registrant has not repurchased Participations in the past and is
         not likely to change that policy in the future.

                   (a)  The Participations neither are traded on an
         established securities market nor are readily tradable on a
         secondary market or the substantial equivalent thereof.  Based on
         Registrant's transfer records, Participations are sold by the
         holders thereof from time to time in privately negotiated
         transactions and, in many instances, Registrant is not aware of
         the prices at which such transactions occur.  During the past year
         there were 202 transfers.  In 27 instances, the indicated purchase
         price was equal to 1.5 times the face amount of the participation
         transferred, i.e., $15,000 for a $10,000 participation.  In two
         instances, the indicated purchase price was equal to two times the
         face amount of the Participation transferred.  In one instance,
         the purchase price was equal to 1.7 times the face amount of the
         participation transferred.  In one instance, the purchase price
         was equal to 1.335 times the face amount of the participation
         transferred. In all other cases, no consideration was indicated. 

                   (b)  As of December 31, 1996, there were 2,641 holders
         of Participations of record.

                   (c)  Registrant does not pay dividends.  During the year
         ended December 31, 1996, Registrant made regular monthly
         distributions of $98.21 for each $10,000 Participation.  There was
         no Overage Rent payable for the year ended December 31, 1996.  See
         Item 1 hereof.  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 Sublessee's ability to make payments of Basic
         Rent and Overage Rent to Registrant.  See Item 1 hereof.
         Registrant expects to make distributions in the future so long as
         it receives the payments provided for under the Sublease.  See
         Item 7 hereof.


                                         -5-<PAGE>
<PAGE>


Item 6.
                             EMPIRE STATE BUILDING ASSOCIATES


                                  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                              Year ended December 31,                    

                              1996         1995        1994         1993         1992    
<S>                        <C>          <C>          <C>         <C>          <C>
Basic rent income........  $6,018,750   $6,018,750   $6,018,750  $ 6,018,750  $ 6,018,750
Overage rent income......           0            0    3,597,887    7,712,818   13,003,357
Dividend income..........       8,647       35,556       39,667       60,657      118,082

   Total revenues........  $6,027,397    6,054,306   $9,656,304  $13,792,225  $19,140,189


Net income................ $3,689,511   $3,716,420   $7,100,005  $10,987,930  $15,996,866


Earnings per $10,000
 participation unit,
 based on 3,300
 participation units
 outstanding during
 the year................. $    1,118   $    1,126   $    2,152  $     3,330  $     4,848


Total assets.............. $3,727,494   $3,927,316   $7,527,783  $11,620,333  $16,858,766


Long-term obligations..... $    -0-     $    -0-     $    -0-    $     -0-    $     -0-  


Distributions per $10,000
 participation unit, based
 on 3,300 participation
 units outstanding  
 during the year:
   Income................. $    1,118  $    1,126   $    2,152  $     3,330   $     4,848
   Return of capital......         61       1,089        1,241        1,586           935

   Total distributions.... $    1,179  $    2,215   $    3,393  $     4,916   $     5,783
</TABLE>













                                         -6-<PAGE>
<PAGE>





         Item 7.   Management's Discussion and Analysis of
                   Financial Condition and Results of Operations.

                   Registrant was organized solely for the purposes of
         owning the Property described in Item 2 hereof subject to the
         Sublease.  Registrant is required to pay from Basic Rent the
         amounts due for supervisory services and to distribute the balance
         of such rental payments to Participants.  Pursuant to the
         Sublease, Sublessee has assumed sole responsibility for the
         condition, operation, repair, maintenance and management of the
         Building.  Registrant need not maintain substantial reserves or
         otherwise maintain liquid assets to defray any operating expenses
         of the Property.

                   The supervisory services provided to Registrant by
         Counsel include legal, administrative services and financial
         services.  The legal and 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.

                   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
         the improvement program will negatively impact Overage Rent in
         1997.  It is difficult for management to forecast whether the New
         York City real estate market will improve or deteriorate over the
         next few years.  

                   A decrease as compared with a prior year or the absence
         of Overage Rent results in a reduction as against such prior year
         in the dollar amount of distributions made to the Participants and
         a reduction in the expenditure for supervisory services.
         Reductions in the amount of Overage Rent paid to Registrant in the
         future will not have any other impact on Registrant.  See
         paragraph 1 of Item 7 hereof and Notes 3, 4, 5, and 7 of the
         Notes. 



                                         -7-<PAGE>
<PAGE>





                   The following summarizes the material factors affecting
         Registrant's results of operations for the three preceding years: 

         (a)  Total income decreased for the year ended December 31, 1996
              as compared with the year ended December 31, 1995 because of
              the reduction in dividend income earned.  Total income
              decreased for the year ended December 31, 1995 as compared
              with the year ended December 31, 1994 primarily because no
              Overage Rent was received by Registrant for the year 1995.
              See Note 3 of the Notes. 

         (b)  Total expenses were the same for the years ended December 31,
              1996 and December 31, 1995.  Total expenses decreased for the
              year ended December 31, 1995 as compared with the year ended
              December 31, 1994.  Such decrease resulted from a decrease in
              the additional payment for supervisory services payable to
              Counsel by reason of the fact that no Overage Rent was
              received by Registrant for the year ended December 31, 1995.
              See Notes 3 and 5 of the Notes. 

                   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 of $797,713.  The Supreme
         Court, New York County, granted summary judgment in favor of the
         State, holding that the State utility tax applies to such rent
         inclusion charges.  The ruling was affirmed by the Appellate
         Division.  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 $90,000 through December 31, 1996.
         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



                                         -8-<PAGE>
<PAGE>





         presently be determined.  It is anticipated that New York City
         will 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 or capital resources for the fiscal year ended December
         31, 1996 as compared with the fiscal year ended December 31, 1995. 

                                      Inflation

                   Inflationary trends in the economy do not directly
         impact Registrant's operations.  As noted above, Registrant does
         not actively engage in the operation of the Property.  Inflation
         may impact the operations of the Sublessee.  The Sublessee is
         required to pay the Basic Rent regardless of the results of its
         operations.  Inflation and other operating factors affect only the
         amount of Overage Rent payable by the Sublessee, which is based on
         the Sublessee's net operating profit.

                                  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 the 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. 

                   The Sublessee anticipates that the costs of improvements
         to be incurred will result in a reduction in Overage Rent during
         1997, but should have no effect on the payment of Basic Rent in
         that year.

                   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).



                                         -9-<PAGE>
<PAGE>





         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 8.   Financial Statements and Supplementary Data.

                   The financial statements, together with the accompanying
         report by, and the consent to the use thereof by Jacobs Evall &
         Blumenfeld LLP, immediately following, are being filed in response
         to this item.

         Item 9.   Disagreements on Accounting and Financial Disclosure.

                   Not applicable.






































                                        -10-<PAGE>
<PAGE>





                                      PART III

         Item 10.  Directors and Executive Officers of Registrant.

                   Registrant has no directors or officers or any other
         centralization of management.  There is no specific term of office
         for any Partner.  The table below sets forth as to each Partner as
         of December 31, 1996 the following: name, age, nature of any
         family relationship with any other Partner, business experience
         during the past five years and principal occupation and employment
         during such period, including the name and principal business of
         any corporation or any organization in which such occupation and
         employment was carried on and the date such individual became a
         Partner:

                                                       Principal      Date
                        Nature of                      Occupation     Individual
                        Family        Business         and            became
 Name              Age  Relationship  Experience       Employment     Partner  

 Stanley Katzman   64      None       Attorney-at-Law  Senior Partner    1996
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law

 John L. Loehr     60      None       Attorney-at-Law  Senior Partner    1996
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law

 Peter L. Malkin   63      None       Attorney-at-Law  Senior Partner    1961
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law


                   As stated above, the Partners are members of Counsel.
         See Items 1, 11, 12 and 13 hereof for a description of the
         services rendered by, and the compensation paid to, Counsel and
         for a discussion of certain relationships which may pose actual or
         potential conflicts of interest among Registrant, Sublessee and
         certain of their respective affiliates.

                   The names of entities which have a class of securities
         registered pursuant to Section 12 of the Securities Exchange Act
         of 1934 or are subject to the requirements of Section 15(d) of
         that Act, and in which the Partners are either a director, joint
         venturer or general partner are as follows:




                                        -11-<PAGE>
<PAGE>





                   Stanley Katzman is a joint venturer in 250 West 57th St.
                   Associates and Navarre-500 Building Associates; and a
                   general partner in Garment Capitol Associates and 60
                   East 42nd St. Associates.

                   John L. Loehr is a general partner in Garment Capitol
                   Associates and 60 East 42nd St. Associates.

                   Peter L. Malkin is a joint venturer in 250 West 57th St.
                   Associates and Navarre-500 Building Associates and a
                   general partner in Garment Capitol Associates and 60
                   East 42nd St. Associates.

         Item 11.  Executive Compensation.

                   As stated in Item 10 hereof, Registrant has no directors
         or officers or any other centralization of management.

                   No remuneration was paid during the current fiscal year
         ended December 31, 1996 by Registrant to any of the Partners as
         such.  Registrant pays Counsel, for supervisory services and dis-
         bursements, fees of $100,000 per annum plus 6% of all sums
         distributed to the Participants in excess of 9% per annum on their
         original cash investment.  Pursuant to such arrangements described
         herein, Registrant incurred fees to Counsel of $159,417 for
         supervisory services rendered during the fiscal year ended
         December 31, 1996.  The supervisory services include, among other
         items, the preparation of reports and related documentation
         required by the Securities and Exchange Commission, the monitoring
         of all areas of federal and local securities law 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, Counsel paid all disbursements and costs of regular
         accounting services.  As noted in Items 1 and 10 of this report,
         the Partners are also members of Counsel.


         Item 12.  Security Ownership of Certain Beneficial Owners
                   and Management.

                        (a)  Registrant has no voting securities.  See Item
         5 hereof.  At December 31, 1996, no person owned of record or was
         known by Registrant to own beneficially more than 5% of the
         outstanding Participations.

                        (b)  At December 31, 1996, the Partners (see Item
         10 hereof) beneficially owned, directly or indirectly, the
         following Participations:






                                        -12-<PAGE>
<PAGE>





                               Name & Address      Amount of 
                               of Beneficial       Beneficial     Percent
         Title of Class            Owners          Ownership      of Class

         Participations     John L. Loehr          $40,000        .1212%
         in Partnership     286 Alpine Circle
         Interests          Rivervale, NJ  07675

                            Peter L. Malkin        $146,250       .4432%
                            21 Bobolink Lane
                            Greenwich, CT  06830


                   At such date, certain of the Partners (or their
         respective spouses) held additional Participations as follows:

                        Stanley Katzman owned of record as trustee but not
                   beneficially $25,000 pf 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, $153,333.34 of
                   Participations.  Mr. Malkin disclaims any beneficial
                   ownership of such Participations.

                        (c)  Not applicable.

         Item 13.  Certain Relationships and Related Transactions.

                        (a)  As stated in Item 1 hereof, Mr. Stanley
         Katzman, Mr. John L. Loehr and Mr. Peter L. Malkin are the three
         Partners of Registrant and also act as agents for the Participants
         in their respective partnership interests.  Mr. Malkin is also a
         partner in Sublessee.  As a consequence of one of the three
         Partners being a partner in Sublessee and all three Partners being
         members of Counsel (which represents Registrant and Sublessee),
         certain actual and potential conflicts of interest may arise with
         respect to the management and administration of the business of
         Registrant.  However, under the respective participating
         agreements pursuant to which the Partners act as agents for the
         Participants, certain transactions require the prior consent from
         Participants owning a specified interest under the agreement in
         order for the agents to act on their behalf.  Such transactions
         include modifications and extensions of the Sublease, or a sale or
         other disposition of the Property or substantially all of
         Registrant's other assets.



                                        -13-<PAGE>
<PAGE>






                        Reference is made to Items 1 and 2 hereof for a
         description of the terms of the Sublease between Registrant and
         Sublessee.  The respective interests of the Partners in Registrant
         and in the Sublease arise solely from ownership of their respec-
         tive 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 security holders of 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 professional services rendered to Registrant and
         Sublessee.  See Item 11 hereof for a description of the
         remuneration arrangements between Registrant and Counsel relating
         to supervisory services provided by Counsel.  

                        Reference is also made to Items 1 and 10 hereof for
         a description of the relationship between Registrant and Counsel,
         of which the Partners are among its members.  The interest of each
         Partner in any remuneration paid or given by Registrant to Counsel
         arise solely from the ownership of such Partner's interest in
         Counsel.  See Item 11 hereof for a description of the remuneration
         arrangements between Registrant and Counsel relating to
         supervisory services provided by Counsel.  

                        (b)  Reference is made to Paragraph (a) above.

                        (c)  Not applicable.

                        (d)  Not applicable.
























                                        -14-<PAGE>
<PAGE>





                                       PART IV

         Item 14.  Exhibits, Financial Statement Schedules and
                   Reports on Form 8-K.

                   (a)(1)  Financial Statements:

                   Consent of Jacobs Evall & Blumenfeld LLP, Certified
                   Public Accountants, dated April 10, 1997.

                   Accountant's Report of Jacobs Evall & Blumenfeld LLP,
                   Certified Public Accountants, dated April 9, 1997.

                   Balance Sheets at December 31, 1996 and at December 31,
                   1995 (Exhibit A).

                   Statements of Income for the fiscal years ended December
                   31, 1996, 1995 and 1994 (Exhibit B).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1996 (Exhibit C-1).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1995 (Exhibit C-2).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1994 (Exhibit C-3).

                   Statements of Cash Flows for the fiscal years ended
                   December 31, 1996, 1995 and 1994 (Exhibit D).

                   Notes to Financial Statements for the fiscal years ended
                   December 31, 1996, 1995 and 1994.

                   (2)  Financial Statement Schedules:

                   List of Omitted Schedules.

                   Real Estate and Accumulated Depreciation - December 31,
                   1995 (Schedule III).

                   (3)  Exhibits:  See Exhibit Index.

                   (b)  No Form 8-K was filed by Registrant for the final
                        quarter of 1996.  










                                        -15-<PAGE>
<PAGE>
[LETTERHEAD OF
 JACOBS EVALL & BLUMENFELD LLP
 CERTIFIED PUBLIC ACCOUNTANTS]









                                           April 10, 1997




Empire State Building Associates
New York, N. Y.



We consent to the use of our independent accountants' report dated

April 9, 1997 covering our audits of the accompanying financial

statements of Empire State Building Associates in connection with and as

part of your December 31, 1996 annual report (Form 10-K) to the

Securities and Exchange Commission.






                                     Jacobs Evall & Blumenfeld LLP
                                     Certified Public Accountants





















                                         -16-<PAGE>
<PAGE>


                           INDEPENDENT ACCOUNTANTS' REPORT


To the participants in Empire State Building Associates
(a Partnership)
New York, N. Y.


We have audited the accompanying balance sheets of Empire State Building
Associates ("Associates") as of December 31, 1996 and 1995, and the
related statements of income, partners' capital and cash flows for each
of the three years in the period ended December 31, 1996, and the
supporting financial statement schedule as contained in Item 14(a)(2) of
this Form 10-K.  These financial statements and schedule are the
responsibility of Associates' management.  Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits.
                  
We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Empire State
Building Associates as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles, and the related financial statement schedule,
when considered in relation to the basic financial statements, presents
fairly, in all material respects, the information set forth therein.

As discussed in Note 9 to the financial statements, Associates has been
included as a defendant in actions with other related parties, including
the Agents for Associates and Empire State Building Company, the
sublessee.




                                    Jacobs Evall & Blumenfeld LLP
                                    Certified Public Accountants
New York, N. Y.
April 9, 1997









                                         -17-<PAGE>
<PAGE>
                                                                  EXHIBIT A

                             EMPIRE STATE BUILDING ASSOCIATES

                                      BALANCE SHEETS

                                       A S S E T S

<TABLE>
<CAPTION>
                                                                        December 31,

                                                                      1996         1995   
<S>                                                              <C>           <C>
Current Assets:
  Cash and cash equivalents:
    The Chase Manhattan Bank...............................      $     2,888   $     2,936
    Distribution account held by
     Wien, Malkin & Bettex LLP (Note 11)...................          324,111       324,111
    Fidelity U.S. Treasury Income Portfolio (Note 11)......           41,153        32,458

                                                                     368,152       359,505

  Prepaid rent.............................................           23,831        23,831

        TOTAL CURRENT ASSETS...............................          391,983       383,336

Real Estate (Note 2):
  Leasehold on Empire State Building,
   350 Fifth Avenue, New York, N. Y........................       39,000,000    39,000,000
     Less: Accumulated amortization........................       35,664,489    35,456,020

                                                                   3,335,511     3,543,980

        TOTAL ASSETS.......................................      $ 3,727,494   $ 3,927,316



                             LIABILITIES AND PARTNERS' CAPITAL


Liabilities................................................      $         0   $         0

Contingencies (Note 9).....................................
 
Partners' Capital (Exhibit C)..............................        3,727,494     3,927,316

        TOTAL LIABILITIES AND PARTNERS' CAPITAL............      $ 3,727,494   $ 3,927,316
</TABLE>









                      See accompanying notes to financial statements.

                                         -18-<PAGE>
<PAGE>
                                                                  EXHIBIT B

                             EMPIRE STATE BUILDING ASSOCIATES

                                   STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                            Year ended December 31,       

                                                         1996         1995         1994   
<S>                                                  <C>          <C>           <C>
Revenues:

  Rent income, from a related party
   (Notes 3 and 10).............................     $6,018,750   $6,018,750    $9,616,637

  Dividend income...............................          8,647       35,556        39,667

                                                      6,027,397    6,054,306     9,656,304


Expenses:

  Leasehold rent (Note 4).......................      1,970,000    1,970,000     1,970,000

  Supervisory services, to a related
   party (Note 5)...............................        159,417      159,417       377,670

  Miscellaneous expense.........................              -            -           160


  Amortization of leasehold (Note 2)............        208,469      208,469       208,469

                                                      2,337,886    2,337,886     2,556,299

            NET INCOME, CARRIED TO PARTNERS'
             CAPITAL, (NOTE 8)..................     $3,689,511   $3,716,420    $7,100,005

      

Earnings per $10,000 participation unit, based
 on 3,300 participation units outstanding
 during each year...............................      $   1,118   $    1,126    $    2,152

</TABLE>













                      See accompanying notes to financial statements.

                                         -19-<PAGE>
<PAGE>
                                                                 EXHIBIT C-2

                             EMPIRE STATE BUILDING ASSOCIATES

                              STATEMENT OF PARTNERS' CAPITAL
                               YEAR ENDED DECEMBER 31, 1995 
<TABLE>
<CAPTION>

                                Capital                                        Capital
                               January 1,      Share of                      December 31,
                                 1995         net income    Distributions        1995    

<S>                           <C>             <C>             <C>             <C>
Donald A. Bettex Group....    $2,506,510      $1,238,806      $2,436,211      $1,309,105

C. Michael Spero Group
 (formerly Alvin
  Silverman Group)........     2,506,510       1,238,807       2,436,211       1,309,106


Peter L. Malkin Group.....     2,506,510       1,238,807       2,436,212       1,309,105

                              $7,519,530      $3,716,420      $7,308,634      $3,927,316

</TABLE>
































                      See accompanying notes to financial statements.

                                         -20-<PAGE>
<PAGE>
                                                                 EXHIBIT C-3

                             EMPIRE STATE BUILDING ASSOCIATES

                              STATEMENT OF PARTNERS' CAPITAL
                               YEAR ENDED DECEMBER 31, 1994 
<TABLE>
<CAPTION>

                               Capital                                        Capital
                              January 1,      Share of                      December 31,
                                1994         net income     Distributions       1994     

<S>                           <C>            <C>              <C>            <C>
Donald A. Bettex Group.....   $3,871,975     $2,366,668       $3,732,133     $2,506,510


Alvin Silverman Group......    3,871,974      2,366,669        3,732,133      2,506,510


Peter L. Malkin Group......    3,871,975      2,366,668        3,732,133      2,506,510

                             $11,615,924     $7,100,005      $11,196,399     $7,519,530

</TABLE>

































                      See accompanying notes to financial statements.

                                         -21-<PAGE>
<PAGE>
                                                                 EXHIBIT C-1

                             EMPIRE STATE BUILDING ASSOCIATES

                              STATEMENT OF PARTNERS' CAPITAL
                                YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

                               Capital                                         Capital
                              January 1,       Share of                      December 31,
                                 1996         net income     Distributions       1996    

<S>                          <C>             <C>              <C>            <C>
John L. Loehr Group
 (formerly Donald A.
  Bettex Group)............  $ 1,309,105     $ 1,229,837      $ 1,296,444    $ 1,242,498

Stanley Katzman Group
 (formerly C. Michael
  Spero Group).............    1,309,106       1,229,837        1,296,445      1,242,498


Peter L. Malkin Group......    1,309,105       1,229,837        1,296,444      1,242,498

                             $ 3,927,316     $ 3,689,511      $ 3,889,333    $ 3,727,494
</TABLE>































                      See accompanying notes to financial statements.

                                         -22-<PAGE>
<PAGE>
                                                                     EXHIBIT D

                                EMPIRE STATE BUILDING ASSOCIATES

                                    STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                             Year ended December 31,       

                                                          1996         1995        1994    

<S>                                                   <C>           <C>          <C>

Cash flows from operating activities:
  Net income....................................      $3,689,511    $3,716,420   $ 7,100,005 
  Adjustments to reconcile net income to
   cash provided by operating activities:
     Amortization of leasehold..................         208,469       208,469       208,469 
     Changes in operating assets
      and liabilities:
        Overage rent due from Empire State
         Building Company, a related party
         (Notes 3 and 10).......................            -           97,887       (85,069)
        Accrued supervisory services
         to a related party (Note 5)............            -           (8,253)        3,844 

          Net cash provided by
           operating activities.................       3,897,980     4,014,523     7,227,249 


Cash flows from financing activities:
  Cash distributions............................      (3,889,333)   (7,308,634)  (11,196,399)

         Net cash used in financing
          activities............................      (3,889,333)   (7,308,634)  (11,196,399)
   
         Net increase (decrease) in cash 
          and cash equivalents..................           8,647    (3,294,111)   (3,969,150)

Cash and cash equivalents, beginning of year....         359,505     3,653,616     7,622,766 

         CASH AND CASH EQUIVALENTS, END OF YEAR.      $  368,152    $  359,505   $ 3,653,616 
</TABLE>













                         See accompanying notes to financial statements.

                                         -23-<PAGE>
<PAGE>
                              EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS


1.     Business Activity

       Empire State Building Associates ("Associates") is a general
       partnership which holds the tenant's position in the master
       leasehold of the Empire State Building, located at 350 Fifth Avenue,
       New York City.  Associates subleases the property to Empire State
       Building Company ("Company").


2.     Summary of Significant Accounting Policies

       a.   Cash and Cash Equivalents:

            Cash and cash equivalents include investments in money market
            funds and all highly liquid debt instruments purchased with a
            maturity of three months or less.

       b.   Real Estate and Amortization of Leasehold:

            Real estate, consisting of a leasehold, is stated at cost.  In
            1988, Associates determined that it would exercise its first
            renewal option under the lease, and did so in January 1989. 
            Amortization of the leasehold is being computed by the straight-
            line method over the estimated useful life of 25 years, from
            January 1, 1988 to January 5, 2013 (see Note 4).

       c.   Use of Estimates: 

            In preparing financial statements in conformity with generally
            accepted accounting principles, management often makes estimates
            and assumptions that affect the reported amounts of assets and
            liabilities and disclosures of contingent assets and liabilities
            at the date of the financial statements, as well as the reported
            amounts of revenues and expenses during the reporting period. 
            Actual results could differ from those estimates.



3.     Related Party Transactions -  Rent Income

       Rent income for the years ended December 31, 1996, 1995 and 1994,
       totalling $6,018,750, $6,018,750 and $9,616,637, respectively,
       consists of the minimum annual rent plus overage rent under an
       operating sublease dated December 27, 1961, as modified February 15,
       1965, with Company (the "sublessee"), as follows:

                                             Year ended December 31,       

                                          1996         1995         1994   

       Minimum net basic rent......    $6,018,750   $6,018,750  $ 6,018,750
       Overage rent earned.........             -            -    3,597,887 

                                       $6,018,750   $6,018,750  $ 9,616,637

                                         -24-<PAGE>
<PAGE>
                              EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS
                                        (Continued)



3.     Related Party Transactions -  Rent Income (continued)

       The sublease provides for the same initial term and renewal options
       as the leasehold (see Note 4), less one day.  In January 1989, the
       sublessee exercised its option to renew the sublease for the first
       renewal period from January 4, 1992 to January 4, 2013.  The annual
       minimum net basic rent during the first renewal term was reduced to
       $6,018,750, and is to be further reduced to $5,895,625 during each
       of the remaining three renewal terms.

       Overage rent earned is equal to fifty percent of the sublessee's
       annual net income (as defined in the sublease) in excess of
       $1,000,000.

       A partner in Associates is also a partner in the sublessee.


4.     Leasehold Rent

       Leasehold rent represents the net basic rent of $1,970,000 per annum
       under an operating lease dated December 27, 1961, as modified
       February 15, 1965, with The Prudential Insurance Company of America
       ("Prudential"), over the first renewal term of the lease, 21 years,
       from January 5, 1992 to January 5, 2013.

       The lease contains options for Associates to renew the leasehold for
       an additional 3 successive periods of 21 years each.  The basic rent
       is to be further reduced to $1,723,750 per annum during each of the
       remaining three renewal terms.

       On November 27, 1991, Prudential sold the property to E.G. Holding
       Co., Inc. which, through merger and conveyance, reportedly
       transferred its interest as lessor to Trump Empire State Partners
       ("Trump") (see Note 9).  Associates' rights under the master
       leasehold remain unchanged.



5.     Related Party Transactions - Supervisory Services

       Supervisory services (including disbursements and cost of regular
       accounting services) during the years ended December 31, 1996, 1995
       and 1994, totalling $159,417, $159,417 and $377,670, respectively,
       represent fees paid to the firm of Wien, Malkin & Bettex LLP.  Some
       members of that firm are partners in Associates.

       Fees for supervisory services are paid pursuant to an agreement,
       which amount is based on a rate of return of investment achieved by
       the participants in Associates each year.




                                         -25-<PAGE>
<PAGE>
                              EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS
                                        (Continued)



6.  Number of Participants

    There were approximately 2,620 participants in the participating groups
    at December 31, 1996, 1995 and 1994.



7.  Determination of Distributions to Participants

    Distributions to participants in 1996, 1995 and 1994 of $3,889,333,
    $7,308,634 and $11,196,399, respectively, represented the following:
<TABLE>

                                1996                   1995                  1994         
<S>                   <C>         <C>         <C>        <C>         <C>       <C>
Minimum annual rent..             $ 6,018,750            $ 6,018,750           $ 6,018,750
Overage rent,
 earned in
 previous year,
 distributed in
 current year........                       -              3,597,887             7,712,818

Dividend income
 earned in previous
 year, distributed
 in current year.....                       -                 39,667                60,657

                                    6,018,750              9,656,304            13,792,225

Less:
         
 Leasehold rent
  expense............ $1,970,000              $1,970,000             $1,970,000   
 Supervisory        
  services paid......    159,417                 377,670                625,826            
 

                                    2,129,417              2,347,670             2,595,826
Distributions
 to participants.....             $ 3,889,333            $ 7,308,634           $11,196,399
</TABLE>












                                         -26-<PAGE>
<PAGE>
                             EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS
                                        (Continued)


8.     Distributions and Amount of Income per $10,000 Participation Unit

       Distributions per $10,000 participation unit during the years 1996,
       1995 and 1994  based on 3,300 participation units outstanding during
       each year, consisted of the following:

                                                Year ended December 31,    
                                            1996         1995         1994 

       Income........................      $1,118       $1,126       $2,152

       Return of capital.............          61        1,089        1,241

          TOTAL DISTRIBUTIONS.......       $1,179       $2,215       $3,393

       Net income is computed without regard to income tax expense since
       Associates does not itself pay a tax on its income; instead, any
       such taxes are paid by the participants in their individual
       capacities.


9.  Litigation

    a.   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 Associates brought suit in New York Supreme Court,
         New York County against the Agents for Associates (Peter L. Malkin,
         Donald A. Bettex and Alvin Silverman), in their individual
         capacities and Wien, Malkin & Bettex, (currently "Wien & Malkin
         LLP") counsel to Associates.  The suit claims that the defendants
         have 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 Associates in September
         1991 and in relation to other unrelated acts of the Agents and the
         sublessee.  Associates is a nominal defendant and the complaint
         does not seek any direct relief from it; accordingly, counsel is of
         the opinion that no loss or other unfavorable outcome of the action
         against Associates is anticipated. 

    b.   In December 1994, Associates received a notice of default from
         Trump.  The Trump default notice to Associates claims that
         Associates is in violation of its master lease because of extensive
         work which the sublessee, Company, 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, Associates and Company 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.  Associates' and Company's suit
         also seeks an injunction to prevent Trump from implementing the
         notice of default.  On March 24, 1995, the Court granted Associates

                                         -27-<PAGE>
<PAGE>
                             EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS
                                        (Continued)


9.  Litigation (continued)

         a preliminary injunction against Trump.  In 1996 the Court granted
         two additional injunctions against Trump with respect to two
         additional default notices.  The injunctions prohibit Trump from
         acting on its notices of default to Associates at any time, pending
         the prosecution of claims by Associates and Company for a final
         declaratory judgment and an injunction and other relief against the
         Trump defendants.

         On February 15, 1995, Trump filed an action against Associates,
         Company, Wien, Malkin & Bettex LLP, Harry B. Helmsley, a partner in
         Company, Helmsley-Spear, Inc. (the management company of the Empire
         State Building), and the Agents for Associates 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 the action.  Trump has appealed this
         Order.

         In May, 1995, Associates and Company filed a separate legal action
         against Trump and various affiliated persons for breach of the
         master lease and sublease, and disparagement of the property in
         violation of Associates' and Company's leasehold rights.  The
         action was amended to include additional claims by Associates and
         Company 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
         Associates' and Company's claims concerning the parties who may act
         as owner of the Property under the Building Code, but dismissed
         Associates' and Company's claims against Trump and co-defendants
         for money damages.  Associates and Company have appealed that
         portion of the Court's order dismissing their claims for money
         damages.


    Depending upon the ultimate resolution of the litigations, the Agents
    may be entitled to reimbursement from Associates of their legal and
    accounting expenses relating to the Studley and Trump suits, and, in
    turn, Associates may be entitled to indemnification from Company. 
    Through December 31, 1996 legal and accounting expenses in connection
    with the Studley suit have amounted to approximately $910,000, of which
    $600,000 has been advanced by Wien & Malkin LLP, counsel (a related
    party), to third party professional firms and $310,000 represents
    accumulated professional time of Wien & Malkin LLP.  In addition,
    counsel has advised that its records at December 31, 1996 indicate
    approximately $287,000 in accumulated professional time related to the
    Trump suits which, depending upon the outcome of such litigation, may
    or may not be billed to Associates.  Should such sum be billed,
    Associates, in turn, may be entitled to seek reimbursement and
    indemnification from Company.  Substantial additional legal and
    accounting costs may be incurred in both cases.

                                         -28-<PAGE>
<PAGE>
                             EMPIRE STATE BUILDING ASSOCIATES

                               NOTES TO FINANCIAL STATEMENTS
                                        (Continued)



9.   Litigation (continued)

     The determination of the allocable share of the net legal and
     accounting costs and disbursements to be borne by Associates and
     chargeable to Company involve complex issues of fact and law.  Because
     of uncertainties concerning these issues, amounts for professional
     fees accruable to Associates and amounts indemnifiable by Company
     cannot be estimated, and therefore have not been provided for in the
     accompanying financial statements.  Resolutions unfavorable to
     Associates could result in material liabilities and charges which have
     also not been reflected in the accompanying financial statements.



10.  Concentration of Credit Risk

     Associates maintains cash balances in a bank, money market fund
     (Fidelity U.S. Treasury Income Portfolio), and a distribution account
     held by Wien, Malkin & Bettex LLP.  The bank balance is insured by the
     Federal Deposit Insurance Corporation up to $100,000, and at December
     31, 1996 was completely insured.  The cash in the money market fund
     and the distribution account held by Wien, Malkin & Bettex LLP is not
     insured.  The funds held in the distribution account were paid to the
     participants on January 1, 1997.





























                                         -29-<PAGE>
<PAGE>
                             EMPIRE STATE BUILDING ASSOCIATES


                                     OMITTED SCHEDULES


The following schedules have been omitted as not applicable in the present
instance:



    SCHEDULE I   -      Condensed financial information of registrant.

    SCHEDULE II  -      Valuation and qualifying accounts.

    SCHEDULE IV  -      Mortgage loans on real estate.












































                                         -30-<PAGE>
<PAGE>
                                                                SCHEDULE III
                             EMPIRE STATE BUILDING ASSOCIATES

                         Real Estate and Accumulated Depreciation
                                     December 31, 1996           
<TABLE>
<S>       <C>                                                           <C>
Column

  A       Description           Leasehold on Empire State Building
                                 located at 350 Fifth Avenue,
                                 New York, New York.

  B       Encumbrances................................................     None    



  C       Initial cost to company
            Leasehold.................................................  $39,000,000
                                                                               

  D       Cost capitalized subsequent to acquisition..................      None   
                                                                                    
  E       Gross amount at which carried at
           close of period
             Leasehold................................................  $39,000,000(a)
                                                                                

  F       Accumulated amortization....................................  $35,664,489(b)


  G       Date of construction                                     1931

  H       Date acquired                               December 27, 1961



  I       Life on which leasehold amortization
           in latest income statements is computed    25 years from January 1,
                                                      1988 (see Note 2 of
                                                      Notes to Financial
                                                      Statements).

</TABLE>
     (a)   There have been no changes in the carrying values of real estate
           for the years ended December 31, 1996, December 31, 1995 and
           December 31, 1994.  The costs  for federal income tax purposes
           are the same as for financial statement purposes.

     (b)    Accumulated amortization
              Balance at January 1, 1994                $35,039,082
                Amortization:
                  F/Y/E 12/31/94            $208,469
                        12/31/95             208,469
                        12/31/96             208,469        625,407

              Balance at December 31, 1996              $35,664,489



                                         -31-<PAGE>
<PAGE>





                                      SIGNATURE


                   Pursuant to the requirements of Section 13 or 15(d) of
         the Securities Exchange Act of 1934, 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 REGISTRANT
         (Registrant)



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


         Date:  April 11, 1997


                   Pursuant to the requirements of the Securities Exchange
         Act of 1934, this report has been signed below by the following
         person 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:  April 11, 1997 














         ______________________
         *    Mr. Katzman supervises accounting functions for Registrant.

                                        -32-<PAGE>
<PAGE>





                                    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.  

          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.

         10(a)     Mortgage dated December 21, 1951 from Imperium
                   Corporation to Prudential Insurance Company of
                   America ("Prudential"), filed by letter dated
                   March 31, 1981 (Commission File No. 0-827) as
                   Exhibit 10(a) to Registrant's Form 10-K for
                   the fiscal year ended December 31, 1980, is
                   incorporated by reference as an exhibit
                   hereto.

         10(b)     Modification of Indenture of Lease dated
                   December 27, 1961 between Prudential and
                   Registrant filed by letter dated March 31,
                   1981 (Commission File No. 0-827) as Exhibit
                   10(b) to Registrant's Form 10-K for the fiscal
                   year ended December 31, 1980, is incorporated
                   by reference as an exhibit hereto.

         10(c)     Sublease dated December 27, 1961 between
                   Registrant and Sublessee, filed by letter
                   dated March 31, 1981 (Commission File No.
                   0-827) as Exhibit 10(d) to Registrant's Form
                   10-K for the fiscal year ended December 31, 






         ______________________
         *    Page references are based on sequential numbering system.

                                        -33-<PAGE>
<PAGE>





                   1980, is incorporated by reference as an
                   exhibit hereto.  

         10(e)     Modification and Extension Agreement, dated
                   October 26, 1964 between The Bowery Savings
                   Bank and Celeritas Realty Corp., filed by
                   letter dated March 31, 1981 (Commission File
                   No. 0-827) as Exhibit 10(e) to Registrant's
                   Form 10-K for the fiscal year ended December
                   31, 1980, is incorporated by reference as an
                   exhibit hereto.

          24       Power of Attorney dated August 6,1996, between
                   Peter L. Malkin, John L. Loehr and Stanley
                   Katzman, the partners of Registrant and
                   Richard A. Shapiro and Stanley Katzman, filed
                   as Exhibit 25 to Registrant's 10-Q for the
                   quarter ended September 30, 1996 and
                   incorporated by reference as an exhibit
                   hereto. 

          27       Financial Data Schedule of Registrant for 
                   the fiscal year ended December 31, 1996. 






























                                        -34-