CONSENT AND OPERATING AGREEMENT FOR
             EMPIRE STATE BUILDING ASSOCIATES L.L.C.



        Reference is made to Empire State Building Associates ("Associates"), a
partnership existing under a July 11, 1961 Agreement among Lawrence A. Wien and
others (the "Agreement").

	It is the intent of the undersigned partners in Associates to convert
Associates to a limited liability company on the basis that, after such
conversion, Associates will as specified in the applicable New York statute be
the same entity with the same assets and that Associates' partners and partici-
pants will have the same rights and duties, except that such partners and
participants will hereafter receive the benefit of the resulting insulation
from liability to third parties.

	To effect the matters herein, the undersigned partners in Associates
hereby irrevocably consent and agree (i) to convert Associates to a New York
limited liability company with the name "Empire State Building Associates
L.L.C.", (ii) to continue at all times to have the same rights and obligations
in relation to the other members of such company as the undersigned would have
under applicable law as if such company were a partnership, (iii) to cause
Associates to continue to be treated as a partnership for income tax purposes,
(iv) to instruct and authorize Wien & Malkin LLP, as Associates' Supervisor, to
effect the conversion (including, without limitation, acting as agent for
Associates and its members in executing and filing any necessary certificate)
with such changes in the Agreement as may be deemed necessary by Wien & Malkin
LLP under New York law, so long as such changes do not substantively change
the rights and responsibilities among the parties to the Agreement or the
effect of such conversion as described herein, and (v) to adopt all terms of
the Agreement as Associates' limited liability company operating agreement with
only the following modifications:

1. Throughout the Agreement, "partnership" shall be amended to read "limited
liability company"; "partner" shall be amended to read "member"; and "Empire
State Building Associates" shall be amended to read "Empire State Building
Associates L.L.C."

2. The following shall be added as a new last sentence of Paragraph 9 of the
Agreement:
"No member shall have the right to withdraw and receive cash for his or her
interest from the limited liability company prior to dissolution and liquidat-
ion of the company, but this provision shall not affect a member's right to
sell, assign, pledge, or otherwise dispose of such interest hereunder."

As amended hereunder, all terms of the Agreement are hereby confirmed and
remain fully in effect as Associate's limited liability company operating agree-
ment.  By signing below, the undersigned irrevocably consent and become a party
to the Agreement as amended hereunder, which shall be binding on the undersigned
and their respective heirs, representatives, successors and assigns.




The terms of Associates' participating agreements under which the undersigned
serve as agents for participants are hereby confirmed and remain fully in effect
without change. To confirm the foregoing, the undersigned have signed below as
of the date indicated.

Date:	As of September 30, 2001



          Peter L. Malkin



          Anthony E. Malkin



          Thomas N. Keltner, Jr.


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