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, 1998

        [] 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 36 through 37 of this report.
  Number of pages (including exhibits) in this filing: 39 <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 "Master 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 Master 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 Peter L. Malkin, Thomas N. 
        Keltner, Jr. and Richard A. Shapiro (individually, a "Partner" 
        and, collectively, the "Partners") each of whom also acts as an 
        agent for holders of participations in their respective partner-
        ship 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, 1998, the Building was 94.15% 
        occupied by approximately 750 tenants who engage in various 
        businesses, including the Boy Scouts, the YMCA, 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.
                                   -1-   <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, 1998, 1997 and 1996.  There was 
        Overage Rent of $4,109,852 for the year ended December 31, 1998.

		(c)	Competition

		Pursuant to tenant space leases at the Building, the 
        average annual base rental payable to Sublessee is approximately 
        $33.85 per square foot (exclusive of electricity charges and 
        escalation).  Registrant has been advised that the average rental 
        rate is approximately $31 per square foot at both 358 Fifth Avenue 
        and 362 Fifth Avenue, which are neighboring office buildings 
        (containing 15 and 12 stories, respectively) containing upgraded 
        standard installations, but lacking comparable views and window 
        space.  The average rental rate at 3 Park Avenue, which contains 
        approximately 41 stories, is approximately $40 per square foot, 
        and the average rental rate at 1350 Broadway, which contains 25 
        stories, is approximately $25 per square foot. 
                                      -2-<PAGE>
		In the overall rental market for commercial space in 
        Manhattan, rents range from approximately $51 per square foot for 
        prime office space to approximately $25 per square foot in less 
        developed industrial and/or secondary commercial areas. 

		(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 tenant's interest in a master 
        operating 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: On October 
        21, 1991, in an action entitled Studley v. Empire State Building 
        Associates et al., the holder of a $20,000 original participation 
        in Registrant brought suit in New York Supreme Court, New York 
        County against the Agents for Registrant (Peter L. Malkin, Donald 
        A. Bettex and Alvin Silverman), in their individual capacities and 
        Wien, Malkin & Bettex (currently "Wien & Malkin LLP") counsel to 
        Registrant.  The suit claimed that the defendants had engaged in 
        breaches of fiduciary duty and acts of self-dealing in relation to 
        the Agents' solicitation of consents and authorizations from the 
        participants in Registrant in September 1991 and in relation to 
        other unrelated acts of the Agents and the sublessee.  By order 
        dated July 14, 1997, and entered July 29, 1997, the Court granted

                                        -3-<PAGE>
        defendants' motion for summary judgment and dismissal of the 
        action.  The Plaintiff filed an appeal with respect to the 
        foregoing order.  By decision and order entered April 2, 1998, the 
        Appellate Court unanimously affirmed the order dismissing the 
        action.  The Plaintiff has been denied permission to appeal to the 
        New York Court of Appeals.  The Plaintiff has filed a further 
        Complaint alleging similar claims, purportedly as a class action.  
        Defendant's counsel has filed a motion to dismiss the new 
        complaint based upon the Court's prior rulings and on other 
        grounds.

		Proceedings Involving Trump Empire State Partners:  In 
        December 1994, Registrant received a notice of default from Trump.  
        The Trump default notice to Registrant claimed that Registrant was 
        in violation of its master lease because of extensive work which 
        Sublessee had undertaken as part of an improvement program that 
        commenced before Trump reportedly acquired its interest in the 
        property in 1994.  Trump's notice also complained that the 
        Building was in need of repairs.  On February 14, 1995, Registrant 
        and Sublessee filed an action ("Action No. 1") in New York State 
        Supreme Court against Trump for a declaratory judgment that none 
        of the matters set forth in the notice of default constitutes a 
        violation of the master lease or sublease, and that the notice of 
        default is entirely without merit.  Registrant's and Sublessee's 
        suit also seeks an injunction to prevent Trump from implementing 
        the notice of default.  On March 24, 1995, the Court granted 
        Registrant a preliminary injunction against Trump.  In 1996 the 
        Court granted two additional preliminary injunctions against Trump 
        with respect to two additional default notices.  The preliminary 
        injunctions prohibit Trump from acting on its notices of default 
        to Registrant at any time, pending the prosecution of claims by 
        Registrant and Sublessee for a final declaratory judgment and an 
        injunction and other relief against the Trump defendants.  The 
        Appellate Court has upheld and affirmed the granting of such 
        preliminary injunctions against the Trump defendants.  

		On February 15, 1995, Trump filed an action ("Action No. 
        2") against Registrant, Sublessee, Counsel, Harry B. Helmsley, a 
        partner in Sublessee, Helmsley-Spear, Inc. (the management company 
        of the Empire State Building), and the Agents for Registrant in 
        New York State Supreme Court, alleging that the notice of default 
        is valid and seeking damages and related relief based thereon.  On 
        October 24, 1996 the Court dismissed all of Trump's claims in 
        their entirety against all defendants in Action No. 2.  Trump 
        appealed this Order.  The Appellate Court has unanimously affirmed 
        the dismissal of Trump's claims.  

		In May, 1995, Registrant and Sublessee filed a separate 
        legal action ("Action No. 3") against Trump and various affiliated 
        persons for breach of the master lease and sublease, and 
        disparagement of the property in violation of Registrant' and 
        Sublessee's leasehold rights.  The action was amended to include 
        additional claims by Registrant and Sublessee (the "Ownership 
        Claim") seeking a declaratory judgment that they may act as an 
        owner of the Property for purposes of making applications and 
        related activities pursuant to the New York City Building Code.  
        By decision and order dated October 24, 1996, the Court sustained 
        Registrant's and Sublessee's claims concerning the parties who may 
        act as owner of the Property under the Building Code, but 
        dismissed Registrant's and Sublessee's claims against Trump and 
        co-defendants for money damages.  Registrant and Sublessee 
        appealed that portion of the Court's order dismissing their claims 
        for money damages.  The Appellate Court has affirmed that part of 
        the Court's order dismissing the claims for money damages.
                                       -4- <PAGE>
		On March 16, 1999, the New York Supreme Court granted 
        summary judgment in Action Nos. 1 and 3 in favor of Registrant and 
        the Sublessee and against the Trump defendants as to most of the 
        alleged lease defaults set forth in the Trump default notice of 
        December 1994, and as to the two additional Trump default notices 
        in their entirety and the Ownership Claim.

		New York Skyline Inc.:  Registrant is a defendant in an 
        action instituted in the Supreme Court of the State of New York, 
        County of New York, entitled New York Skyline Inc. v. Empire State 
        Building Company, Empire State Building Associates, Nell H. 
        Kessner, Helmsley-Spear, Inc. and Stephen A. Tole.  This lawsuit, 
        which was brought by a tenant in the Building and was filed on 
        December 23, 1997, seeks at least $205,000,000 in damages.  In its 
        complaint, plaintiff-tenant asserts thirteen causes of action 
        (twelve of which are against Sublessee) in connection with its 
        leases and license agreements of space in the Building and alleges 
        that it is entitled to, among other things, specific performance 
        as to its alleged rights under its leases and licensing agreements 
        with Sublessee, a declaratory judgment as to the rights of the 
        parties under the leases and licensing agreements, any monies 
        allegedly due plaintiff under those agreements, as well as 
        injunctive relief and additional money damages.  While the 
        complaint includes Registrant as a named defendant, it does not 
        allege or identify any agreement between plaintiff and Registrant 
        or any other basis of liability on Registrant's part to plaintiff.

		On or about February 5, 1998, plaintiff served an 
        amended complaint which, among other things, added Kessner & 
        Cyruli, f/k/a Nell H. Kessner & Associates, former landlord-tenant 
        counsel for the Building, and Eileen Aluska, a former Helmsley-
        Spear, Inc. employee, as party defendants.  The amended complaint 
        asserts eleven causes of action, similar to those asserted in the 
        original complaint.

		On March 16, 1998, Registrant filed an answer to the 
        amended complaint denying all allegations of liability.  
        Registrant intends to contest the case vigorously.

		Because the action is still in the pleading stage and 
        pre-trial discovery has not yet started, counsel for Registrant 
        has not formed a professional conclusion that an adverse outcome 
        is either probable or remote.  

		Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. 
        al.  On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed 
        an action in the Supreme Court of the State of New York, against 
        Helmsley-Spear, Inc. and Leona Helmsley concerning various 
        partnerships which own, lease or operate buildings managed by 
        Helmsley-Spear, Inc., including Registrant's property.  In their 
        complaint, plaintiffs sought the removal of Helmsley-Spear, Inc. 
        as managing and leasing agent for all of the buildings.
                                        -5- <PAGE>
        Plaintiffs also sought an order precluding Leona Helmsley from 
        exercising any partner management powers in the partnerships.  In 
        August, 1997, the Supreme Court directed that the foregoing claims 
        proceed to arbitration.  As a result, Mr. Malkin and Wien & Malkin 
        LLP filed an arbitration complaint against Helmsley-Spear, Inc. 
        and Mrs. Helmsley before the American Arbitration Association.  
        Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying 
        liability and asserting various affirmative defenses and 
        counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply 
        denying the counterclaims.  By agreement dated December 16, 1997, 
        Mr. Malkin and Wien & Malkin LLP (each for their own account and 
        not in any representative capacity) reached a settlement with Mrs. 
        Helmsley of the claims and counterclaims in the arbitration and 
        litigation between them.  Mr. Malkin and Wien & Malkin LLP are 
        continuing their prosecution of claims in the arbitration for 
        relief against Helmsley-Spear, Inc., including its termination as 
        the leasing and managing agent for various entities and 
        properties, including the Registrant's Sublessee.

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

		On November 2, 1998, the Partners mailed to the 
        Participants a STATEMENT ISSUED BY THE AGENTS IN CONNECTION WITH 
        THE SOLICITATION OF CONSENTS OF THE PARTICIPANTS (the "Statement") 
        requesting their authorization for the designation of new 
        Successor Agents.  The details of the Partners' proposal are 
        provided in the Definitive Proxy Statement which was filed with 
        the Securities and Exchange Commission as Schedule 14-A on October 
        28, 1998, and is incorporated herein by reference.




                                     -6-  <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 577 transfers. In thirty seven instances, the indicated 
        purchase price was equal to 2.25 times the face amount of the 
        Participation transferred. In all other cases, no consideration 
        was indicated. 

		(b)	As of December 31, 1998, there were 2,625 holders 
        of Participations of record.

		(c)	Registrant does not pay dividends.  During the year 
        ended December 31, 1998, Registrant made regular monthly 
        distributions of $98.21 for each $10,000 Participation.  There was 
        Overage Rent payable of $4,109,852 for the year ended December 31, 
        1998 and Registrant made additional distributions for each $10,000 
        Participation of $854.55 on March 5, 1999.  See Item 1 hereof.  
        There are no restrictions on Registrant's present or future 
        ability to make distributions; however, the amount of such distri-
        butions, 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 monthly distributions in the future so long as it 
        receives the payments provided for under the Sublease.  See Item 7 
        hereof.
                                        -7-<PAGE>
        [SELECTED FINANCIAL DATA]

Item 6.
                              EMPIRE STATE BUILDING ASSOCIATES


                                  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                     Year ended December 31,
               

                          1998        1997        1996         1995       1994    
<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...  4,109,852   2,401,300           0          0   3,597,887
Dividend income.......     84,615      10,377       8,647     35,556      39,667

   Total revenues.....$10,213,217  $8,430,427  $6,027,397  6,054,306  $9,656,304


Net income........... $ 7,507,228  $4,752,560  $3,689,511 $3,716,420  $7,100,005


Earnings per $10,000
 participation unit,
 based on 3,300
 participation units
 outstanding during
 the year........... .$     2,275  $    1,440  $    1,118 $    1,126  $   2,152


Total assets..........$ 8,787,638  $5,930,702  $3,727,494 $3,927,316  $7,527,783


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............. $    1,500  $   1,179   $   1,118 $     1,126   $   2,152 
   Return of capital.....   - 0 -        -0-          61       1,089       1,241 

   Total distributions.$    1,500  $   1,179   $   1,179 $     2,215   $   3,393
</TABLE>

 
 
                                           -8-<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.  Registrant is required 
        to pay from Overage Rent additional amounts for supervisory 
        services and then to distribute the balance of such Overage Rent 
        to the 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 difficult for 
        management to forecast the New York City real estate market 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. 
                                   -9-  <PAGE>
		The following summarizes the material factors affecting 
        Registrant's results of operations for the three preceding years: 

        (a)     Total income increased for the year ended December 31, 1998 
        as compared with the year ended December 31, 1997.  Such 
        increase resulted from an increase in Overage Rent in the 
        year 1998 and an increase in dividend income earned as 
        compared with the year ended December 31, 1997.  Total income 
        increased for the year ended December 31, 1997 as compared 
        with the year ended December 31, 1996 because of the receipt 
        of Overage Rent in the year 1997 and an increase in dividend 
        income earned as compared with the year ended December 31, 
        1996.  See Note 3 of the Notes.

        (b)     Total expenses decreased for the year ended December 31, 1998 
        as compared with the year ended December 31, 1997.  Such 
        decrease is the net result of an increase in additional 
        payment for supervisory services and a decrease in legal 
        fees.  Total expenses increased for the year ended December 
        31, 1997 as compared with the year ended December 31, 1996.  
        Such increase was the result of an increase in additional 
        payment for supervisory services because of the receipt of 
        Overage Rent and the incurrence of legal fees during the year 
        ended December 31, 1997.  See Notes 3, 5 and 9 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.  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 inclusion 
        charges. Pursuant to the terms of the settlement agreement, 
        Sublessee agreed to pay the State's assessed tax in the sum of 
        $979,109, plus interest of approximately $605,000 through July 31, 
        1996.  The State has agreed to payment of the aforesaid liability 
        over a period of four years, commencing August, 1996, in equal 
        monthly installments of $40,000, including interest on the unpaid 
        balance at the statutory rate.  The State has asserted additional 
        tax for the years 1993 through 1995 of $636,404 plus accrued 
        interest of $249,521 through December 31, 1998.  It is anticipated 
        that New York State will seek to impose liability on Sublessee for 
        State utility tax for periods after December 31, 1995 through 
        December 31, 1997.  The amount of such additional tax has yet to 
        be determined.  The imposition of both New York state and New York 
        City utility taxes on non-metered electricity rent inclusion 
        charges was repealed effective January 1, 1998.  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 $233,390 through December 31, 1998. 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 seek to 
        impose liability on Sublessee for additional New York City utility 
        tax for periods after December 31, 1994 through December 31, 1997.  
        The amount of such additional tax has yet to be determined.
                                   -10- <PAGE>
        Liquidity and Capital Resources

		There has been no significant change in Registrant's 
        liquidity or capital resources for the fiscal year ended December 
        31, 1998 as compared with the fiscal year ended December 31, 1997. 

        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 1999 at a total cost 
        of approximately $68,000,000.  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 waterproofing the Building's exterior, resetting and repairing 
        the limestone facade, upgrading the Building's security system, 
        upgrading and replacing the Building's fire safety system and 
        making substantial further improvement to the air-conditioning, 
        domestic pump and water systems, waterproofing the mooring mast 
        and installing a new observation deck ticket office. 
                                    -11-<PAGE>
		The Sublessee anticipates that the costs of improvements 
        to be incurred will reduce Overage Rent during the year 1999, but 
        should have no effect on the payment of Basic Rent in those years.

		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 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.
                                       -12-<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, 1998 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

Peter L. Malkin 65      None      Attorney-at-Law;  Senior Partner  1961
                                  Real Estate       and Chairman
                                                    Wien & Malkin
                                                    LLP
Thomas N. Keltner,
         Jr.    52      None      Attorney-at-Law;  Partner         1998
                                  Real Estate       Wien & Malkin
                                                    LLP

Richard A. Shapiro  53  None      Attorney-at-Law;  Partner         1998
                                  Real Estate       Wien & Malkin
                                                    LLP

		As stated above, all three of 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:
                                    -13-<PAGE>

        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.

        Thomas N. Keltner, Jr. is a joint venturer in Navarre-
        500 Building Associates; and a general partner in 
        Garment Capitol Associates and 60 East 42nd St. 
        Associates.

        Richard A. Shapiro is 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, 1998 by Registrant to any of the Partners as 
        such.  Registrant pays Counsel, for supervisory services and 
        disbursements, 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 paid Counsel a total of $339,417 (consisting of 
        $100,000 as an annual basic payment for supervisory services and 
        $239,417 as an additional payment for supervisory services) for 
        supervisory services rendered during the fiscal year ended 
        December 31, 1998.  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, 1998, no person owned of record or was 
        known by Registrant to own beneficially more than 5% of the 
        outstanding Participations.
                                        -14-<PAGE>
			(b)	At December 31, 1998, the Partners (see Item 
        10 hereof) beneficially owned, directly or indirectly, the 
        following Participations:

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

        Participations  Peter L. Malkin $236,250        .7159%
        in Partnership  60 East 42nd Street
        Interests       New York, NY 10165

                        Thomas N. Keltner, Jr.  $  5,000        .0152%
                        60 East 42nd Street
                        New York, NY  10165

                        Richard A. Shapiro      $  5,000        .0152%
                        60 East 42nd Street
                        New York, NY  10165


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

	Richard A. Shapiro owned of record as custodian but 
        not beneficially $12,500 of Participations.  Mr. Shapiro 
        disclaims any beneficial ownership of such 
        Participations.  

	Peter L. Malkin owned of record as trustee or co-
        trustee but not beneficially, $195,000 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, $158,333.34 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. Peter L. 
        Malkin, Mr. Keltner and Mr. Shapiro 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 of the Partners being current 
        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.
                                       -15- <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 
        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 security holders of Registrant or 
        partners in Sublessee.  However, the Partners, by reason of their 
        respective interest in Counsel, are entitled to receive their 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 two of the Partners are among its current 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.
                                    -16-    <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 March 12, 1999.

        Accountant's Report of Jacobs Evall & Blumenfeld LLP, 
        Certified Public Accountants, dated March 4, 1999.

        Balance Sheets at December 31, 1998 and at December 31, 
        1997 (Exhibit A).

        Statements of Income for the fiscal years ended December 
        31, 1998, 1997 and 1996 (Exhibit B).

        Statement of Partners' Capital for the fiscal year ended 
        December 31, 1998 (Exhibit C-1).

        Statement of Partners' Capital for the fiscal year ended 
        December 31, 1997 (Exhibit C-2).

        Statement of Partners' Capital for the fiscal year ended 
        December 31, 1996 (Exhibit C-3).

        Statements of Cash Flows for the fiscal years ended 
        December 31, 1998, 1997 and 1996 (Exhibit D).

        Notes to Financial Statements for the fiscal years ended 
        December 31, 1998, 1997 and 1996.

		(2)	Financial Statement Schedules:

		List of Omitted Schedules.

		Real Estate and Accumulated Depreciation - December 
        31, 1998 (Schedule III).

        (3)     Exhibits:  See Exhibit Index.

        (b)     No Form 8-K was filed by Registrant for the final 
        quarter of 1998.  


                                    -17- <PAGE>

        [LETTERHEARD OF
        JACOBS EVALL & BLUMENFELD LLP]



                                    April 13, 1999


        Empire State Building Associates
        New York, N. Y.



        We consent to the use of our independent 
        accountants' report dated March 31, 1999 
        covering our audits of the accompanying 
        financial statements of Empire State Building 
        Associates in connection with and as part of 
        your December 31, 1998 annual report (Form 
        10-K) to the Securities and Exchange 
        Commission.




                            Jacobs Evall & Blumenfeld LLP
                            Certified Public Accountants



                               -18-<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, 1998 and 
        1997, and the related statements of income, partners' capital
        and cash flows for each of the three years in the period ended 
        December 31, 1998, 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, 1998 and 1997,
        and the results of its operations and its cash flows for each of the 
        three years in the period ended December 31, 1998 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.
        March 31, 1999

                                -19-<PAGE>

                                                                          
                                                                EXHIBIT A

                              EMPIRE STATE BUILDING ASSOCIATES

                                      BALANCE SHEETS


                                       A S S E T S


<TABLE>
<CAPTION>
                                                                        
                                                        December 31,    

                                                      1998          1997   
<S>                                             <C>             <C>
Current Assets:
  Cash and cash equivalents (Note 11):
    The Chase Manhattan Bank.....................$       4,525   $     2,988
    Distribution account held by
     Wien & Malkin LLP...........................      324,111      324,111
    Fidelity U.S. Treasury Income Portfolio......    4,906,745       51,430
    Additional rent advance account
     held by Wien & Malkin LLP...................            -    2,400,000
                                                     5,235,381    2,778,529

  Additional rent due from Empire State
   Building Company, a related party.................  609,852        1,300

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

        TOTAL CURRENT ASSETS........................ 5,869,064    2,803,660

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.................36,081,426   35,872,958

                                                     2,918,574    3,127,042

        TOTAL ASSETS.............................  $ 8,787,638  $ 5,930,702



                         LIABILITIES AND PARTNERS' CAPITAL


Current liabilities:
  Accrued legal fees, to a related party (Note 10).$ 1,460,341   $ 1,272,237
  Accrued supervisory services, to a related
     party (Note 5) ...............................    180,000        67,744

        TOTAL LIABILITIES..........................  1,640,341     1,339,981

Contingencies (Notes 9 and 11)....................... 
Partners' Capital (Exhibit C)........................7,147,297     4,590,721

        TOTAL LIABILITIES AND PARTNERS' CAPITAL....$ 8,787,638   $ 5,930,702
</TABLE>






	See accompanying notes to financial statements.
                                      -20-<PAGE>
                                                                          
                                                                    EXHIBIT B

                              EMPIRE STATE BUILDING ASSOCIATES

                                    STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                 Year ended December 31,       

                                             1998          1997         1996   
<S>                                   <C>             <C>             <C>
Revenues:

  Rent income, from a related party
    (Note 3)........................  $10,128,602     $8,420,050      $6,018,750

  Dividend income...................       84,615         10,377           8,647

                                       10,213,217      8,430,427       6,027,397


Expenses:

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

  Supervisory services, to a related
   party (Note 5)...................     339,417         227,161         159,417

  Legal fees, to a related party
    (Note 10).......................     188,104       1,272,237             -


  Amortization of leasehold (Note 2)..   208,468         208,469         208,469

                                       2,705,989       3,677,867       2,337,886

      NET INCOME, CARRIED TO PARTNERS'
        CAPITAL, (NOTE 8)........... $ 7,507,228      $4,752,560      $3,689,511

	

Earnings per $10,000 participation unit, based
 on 3,300 participation units outstanding
 during each year............        $     2,275      $    1,440      $    1,118
</TABLE>

















	See accompanying notes to financial statements.
                                      -21-<PAGE>
                                                                          
                                                            EXHIBIT C-1

                              EMPIRE STATE BUILDING ASSOCIATES

                               STATEMENT OF PARTNERS' CAPITAL
                                YEAR ENDED DECEMBER 31, 1998 
<TABLE>
<CAPTION>


                           Capital                                  Capital
                         January 1,      Share of                 December 31,
                              1998      net income  Distributions      1998    

<S>                      <C>           <C>           <C>           <C>
Richard A. Shapiro Group
 (formerly 
  John L. Loehr Group).. $1,530,241    $2,502,409    $1,650,217    $2,382,433

Thomas N. Keltner Group
 (formerly Stanley
  Katzman Group)....      1,530,240     2,502,410     1,650,218     2,382,432


Peter L. Malkin Group...  1,530,240     2,502,409     1,650,217     2,382,432

                         $4,590,721    $7,507,228    $4,950,652    $7,147,297


</TABLE>













	See accompanying notes to financial statements.
                                      -22-<PAGE>
                                                                          
                                                             EXHIBIT C-2

                              EMPIRE STATE BUILDING ASSOCIATES

                               STATEMENT OF PARTNERS' CAPITAL
                                YEAR ENDED DECEMBER 31, 1997 

<TABLE>
<CAPTION>
                       Capital                                    Capital
                     January 1,      Share of                   December 31,
                        1997         net income  Distributions      1997     

<S>                   <C>           <C>           <C>           <C>              
John L. Loehr Group.. $1,242,498    $1,584,187    $1,296,444    $1,530,241


Stanley Katzman Group. 1,242,498     1,584,187     1,296,445     1,530,240


Peter L. Malkin Group. 1,242,498     1,584,186     1,296,444     1,530,240

                      $3,727,494    $4,752,560    $3,889,333    $4,590,721


</TABLE>















	See accompanying notes to financial statements.
                                -23-<PAGE>
                                                                          
                                                                   EXHIBIT C-3

                              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.
                                -24-<PAGE>
                                                                             
                                                                     EXHIBIT D

                      EMPIRE STATE BUILDING ASSOCIATES

                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                Year ended December 31,       

                                             1998         1997        1996    


<S>                                       <C>          <C>          <C>     
Cash flows from operating activities:
  Net income............................. $ 7,507,228  $ 4,752,560  $ 3,689,511 
  Adjustments to reconcile net income to
   cash provided by operating activities:
     Amortization of leasehold............    208,468      208,469      208,469 
     Changes in operating assets
      and liabilities:
        Additional rent due from Empire State
         Building Company, a related party.. (608,552)      (1,300)        -    
        Accrued supervisory services,
         to a related party...............    112,256       67,744         -    
        Accrued legal fees, to a related
         party...........................     188,104    1,272,237         -    

          Net cash provided by
           operating activities..........   7,407,504    6,299,710    3,897,980 


Cash flows from financing activities:
  Cash distributions...................    (4,950,652)  (3,889,333)  (3,889,333)

         Net cash used in financing
          activities...................... (4,950,652)  (3,889,333)  (3,889,333)
   
         Net increase in cash 
          and cash equivalents............  2,456,852    2,410,377        8,647 

Cash and cash equivalents, beginning of
          year...........................   2,778,529      368,152      359,505 

         CASH AND CASH EQUIVALENTS,
           END OF YEAR..............      $ 5,235,381  $ 2,778,529  $   368,152 

</TABLE>










	See accompanying notes to financial statements.
                             -25-<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.  
           Amortization of the leasehold is being computed through its 
           first renewal term by the straight-line method over its 
           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, 1998, 1997 and 1996 
        totalling $10,128,602, $8,420,050 and $6,018,750, respectively, 
        consists of the minimum annual rent plus additional rent under an 
        operating sublease dated December 27, 1961, as modified February 
        15, 1965, with Company (the "Sublessee"), as follows:


                                          Year ended December 31,       

                                       1998         1997         1996   

        Minimum net basic rent.... $ 6,018,750   $6,018,750  $ 6,018,750
        Additional rent earned....   4,109,852    2,401,300          - 

                                   $10,128,602   $8,420,050  $ 6,018,750 

                             -26-<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 three remaining renewal terms.

	Additional 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"). Associates exercised its first renewal 
        option in 1988, and the current leasehold rent remains unchanged 
        throughout the first renewal term of the lease, which ends on 
        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, transferred its 
        interest as lessor to Trump Empire State Partners (see Note 9b).  
        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, 1998, 
        1997 and 1996, totalling $339,417, $227,161 and $159,417, 
        respectively, represent fees incurred by the firm of Wien & Malkin 
        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.

                             -27-<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, 1998, 1997 and 1996.
                             


        7. Determination of Distributions to Participants

	Distributions to participants in 1998, 1997 and 1996 of $4,950,652, 
        $3,889,333 and $3,889,333, respectively, represented the following:
<TABLE>
<CAPTION>

                            1998                1997               1996         
<S>              <C>       <C>         <C>       <C>        <C>      <C>
Minimum annual rent..      $6,018,750            $6,018,750          $6,018,750
Additional rent,
 earned in
 previous year,
 distributed in
 current year......         2,401,300                    -                    -

Dividend income
 earned in previous
 year, distributed
 in current year......             -                     -                     -

                            8,420,050             6,018,750            6,018,750

Less:
         
 Leasehold rent
  expense....... $1,970,000           $1,970,000            $1,970,000   
 Supervisory        
  services paid.    227,161              159,417               159,417
 Legal fees incurred
  in previous
  year..........  1,272,237                    -                   -            

                            3,469,398             2,129,417            2,129,417
Distributions
 to participants.....      $4,950,652           $ 3,889,333           $3,889,333 

</TABLE>

                                 -28-<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 
        1998, 1997 and 1996  based on 3,300 participation units 
        outstanding during each year, consisted of the following:


                                              Year ended December 31,      

                                           1998         1997         1996 

         Income........................   $1,500       $1,179      $1,118

         Return of capital.............       -            -           61

         TOTAL DISTRIBUTIONS.......       $1,500       $1,179      $1,179


	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 and Subsequent Events

        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 had engaged in breaches 
        of fiduciary duty and acts of self-dealing in relation to the 
        Agents' solicitation of consents and authorizations from the 
        participants in Associates in September 1991 and in relation 
        to other unrelated acts of the Agents and the sublessee.  By 
        order dated July 14, 1997, the Court granted defendants' 
        application for summary judgment and dismissal of the action. 
        The Plaintiff applied for permission to appeal the Appellate 
        Division's determination to the New York Court of Appeals, and 
        that application was denied by both the Appellate Division and 
        the Court of Appeals.  The Plaintiff has filed a new 
        complaint, which alleges claims similar to those asserted in 
        the previously dismissed complaint.  The defendants have 
        applied for dismissal of the new complaint based on the prior 
        dismissal orders and on other grounds.  That application is 
        pending and awaiting decision by the Court.  It is not 
        possible at this time to predict the outcome or range of 
        potential loss, if any, which might result from this action.  
        No provision for any liability that may result upon 
        adjudication has been made in the accompanying financial 
        statements.

                                 -29-<PAGE>

                           EMPIRE STATE BUILDING ASSOCIATES

                            NOTES TO FINANCIAL STATEMENTS
                                     (Continued)
                                 

        9. Litigation and Subsequent Events (continued)

        b. In December 1994, Associates received a notice of default from 
        Trump Empire State Partners ("Trump").  The Trump default 
        notice to Associates claims that Associates was in violation 
        of its master lease because of extensive work which the 
        sublessee, Empire State Building Company ("Company"), had 
        undertaken as part of an improvement program that commenced 
        before Trump reportedly acquired its interest in the property 
        in 1994.  Trump's notice also 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 ("Notice I").  On March 24, 
        1995, the Court granted Associates a preliminary injunction 
        against Trump.  In 1996 the Court granted two additional 
        injunctions against Trump with respect to two additional 
        default notices ("Notices II and III").  The preliminary 
        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.  The Appellate Court has upheld and affirmed the 
        granting of such preliminary injunctions against the Trump 
        defendants.

        On June 5, 1998 the Company and Associates filed a motion for 
        summary judgment in the Action in a companion action (the 
        "Companion Action") entitled Empire State Building Associates 
        and Empire State Building Company v. Donald Trump et. al., in 
        which plaintiffs seek related declaratory and injunctive 
        relief against Trump and its affiliates with respect to 
        plaintiffs' rights to act as owner of the Building in dealings 
        with the New York City Department of Buildings.

        In a decision and order dated March 10, 1999, the Court 
        awarded partial summary judgment to Associates and Company in 
        the Action, declaring that Notices II and III were invalid and 
        of no force and effect, and further declaring that there was 
        no legal or factual basis for many of the defaults alleged in 
        Notice I.  The Court also awarded summary judgment to 
        Associates in the Companion Action, declaring that Associates 
        is entitled to act as "owner" of the Building for purposes of 
        dealing with the Buildings Department and enjoining Trump from 
        interfering with such right.

        Plaintiffs intend to challenge any future claims of default by 
        Trump and, if appropriate, to renew their motion for summary 
        judgment.  No provision for any liability that may result upon 
        adjudication has been made in the accompanying financial 
        statements.

        c. Associates is a defendant in an action instituted in the 
        Supreme Court of the State of New York, County of New York, 
        entitled New York Skyline Inc. v. Empire State Building 
        Company, Empire State Building Associates, Neil H. Kessner, 
        Helmsley-Spear, Inc. and Stephen A. Tole.  This lawsuit, which 
        was brought by a tenant in the Building and was filed on 
        December 23, 1997, seeks at least $205,000,000 in damages.  In 
        its complaint, plaintiff-tenant asserts thirteen causes of action
        (twelve of which are against Company) in connection with its leases

                                    -30-<PAGE>
                          EMPIRE STATE BUILDING ASSOCIATES

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)




        9. Litigation and Subsequent Events (continued)

        and license agreements of space in the Building and alleges 
        that it is entitled to, among other things, specific 
        performance as to its alleged rights under its leases and 
        licensing agreements with Company, a declaratory judgment as 
        to the rights of the parties under the leases and licensing 
        agreements, any monies allegedly due plaintiff under those 
        agreements, as well as injunctive relief and additional money 
        damages.  While the complaint includes Associates as a named 
        defendant, it does not allege or identify any agreement 
        between plaintiff and Associates or any other basis of 
        liability on Associates' part to plaintiff.

        On or about February 5, 1998, plaintiff served an amended 
        complaint which, among other things, added Kessner & Cyruli, 
        f/n/a Nell H. Kessner & Associates, former landlord-tenant 
        counsel for the Building, and Eileen Aluska, a former 
        Helmsley-Spear, Inc. employee, as party defendants.  The 
        amended complaint asserts eleven causes of action, similar to 
        those asserted in the original complaint.

        Associates served an answer to plaintiff-tenant's complaint, 
        denying all material allegations of liability and damage.  
        Associates is not a party to the leases and license agreements 
        between plaintiff-tenant and Company.

        Counsel for Associates has not formed a professional 
        conclusion that an adverse outcome is either probable or 
        remote, although it notes that all causes of action asserted 
        against Associates have already been dismissed as against 
        Company and the Helmsley-Spear defendants.  It is not possible 
        at this time to predict the outcome or range of potential 
        loss, if any, which might result from this action.




        10. Related Party Transactions - Legal Fees

	The accompanying statement of income reflects the accrual of legal 
        expense of $188,104, consisting of $179,979 for advances by Wien & 
        Malkin LLP for expenses of the Agents relating to the Studley suit 
        for 1998 and $8,125 to Wien & Malkin LLP relating to an Agent 
        succession program.  The accompanying balance sheet reflects an 
        accrued liability of $1,460,341 through December 31, 1998, 
        consisting of an accrued liability for reimbursement owing to 
        Agents of $1,272,237 at December 31, 1997 of their legal and 
        accounting expenses relating to the Studley and Trump suits, plus 
        the 1998 accrued expenses of $188,104.  Through December 31, 1998 
        legal and accounting expenses in connection with the Studley suit 
        amounted to $1,140,044, of which $827,740 has been advanced by 
        Wien & Malkin LLP, counsel (a related party), to third party 
        professional firms and $312,304 represents accumulated 
        professional time of Wien & Malkin LLP.  Counsel has advised that 
        its records at December 31, 1998 also indicate $312,172 in 
        accumulated professional time related to the Trump suits. 
        Substantial additional legal and accounting costs may be incurred 
        in both suits.
                                    -31-<PAGE>
                        EMPIRE STATE BUILDING ASSOCIATES

                         NOTES TO FINANCIAL STATEMENTS
                                (Continued)





        10. Related Party Transactions - Legal Fees (continued)

	The determination of the allocable share of the net legal and 
        accounting costs and disbursements accrued by Associates that are 
        chargeable to Company involve complex issues of fact and law.  
        Therefore, although Associates may be entitled to indemnification 
        from Company, because of uncertainties concerning these issues, 
        amounts for professional fees to be reimbursed to Associates 
        cannot be estimated, and consequently, have not been provided for 
        in the accompanying financial statements.




        11. Concentration of Credit Risk

	Associates maintains cash balances in a bank, money market funds 
        (Fidelity U.S. Treasury Income Portfolio) and a distribution 
        account held by Wien & Malkin LLP.  The bank balance is insured by 
        the Federal Deposit Insurance Corporation up to $100,000, and at 
        December 31, 1998 was completely insured.  The cash in the money 
        market funds and the account held by Wien & Malkin LLP are not 
        insured.  The funds held in the distribution account were paid to 
        the participants on January 1, 1999.


                                    -32-<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.
















                                    -33-<PAGE>

                                                                         
                                                                SCHEDULE III 
                        EMPIRE STATE BUILDING ASSOCIATES

                Real Estate and Accumulated Depreciation
                            December 31, 1998           
<TABLE>
<CAPTION>

<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............................... $36,081,426(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, 1998, December 31, 1997 
         and December 31, 1996.  The costs  for federal income tax 
         purposes are the same as for financial statement purposes.

     (b) Accumulated amortization
           Balance at January 1, 1996                          $35,456,020
                Amortization:
                  F/Y/E 12/31/96                      $208,469
                        12/31/97                       208,469
                        12/31/98                       208,468     625,406

           Balance at December 31, 1998                        $36,081,426

                                    -34-<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 Powers of Attorney, dated 
        August 6, 1996 and May 14, 1998 (collectively, the "Power").


        EMPIRE STATE BUILDING REGISTRANT  (Registrant)



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


        Date:   April 15, 1999


		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 15, 1999









        _________________________________
        *       Mr. Katzman supervises accounting functions for Registrant.
                                       -35-<PAGE>

                        EXHIBIT INDEX

                Number                Document          Page*

                2(a)    Proxy statement issued by the Partners in 
                        connection with the solicitation of consents 
                        of the Participants, which was filed on 
                        Schedule 14A by Registrant on October 28, 1998 
                        and is incorporated by reference.

                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 7, 1998 reflecting a change in the 
                        Partners of Registrant which was filed as 
                        Exhibit 3(b) to Registrant's 10-Q-A for the 
                        quarter ended September 30, 1998 and is 
                        incorporated by reference as an exhibit 
                        hereto.  

                4       Registrant's form of Participating Agreement, 
                        filed as Exhibit No. 6 to the Registration 
                        Statement by letter dated August 8, 1962 and 
                        assigned File No. 2-18741, is incorporated by 
                        reference as an exhibit hereto.

                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.

                ____________________________________________
     *       Page references are based on sequential numbering system.
                                           -36-<PAGE>

          Number                Document          Page*

                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      Powers of Attorney dated August 6,1996 and May 
                        14, 1998, between the Partners of Registrant 
                        and Richard A. Shapiro and Stanley Katzman, 
                        filed as Exhibit 24 to Registrant's 10-Q for 
                        the quarter ended March 31, 1998 and is 
                        incorporated by reference as an exhibit 
                        hereto. 

                27      Financial Data Schedule of Registrant for 
                        the fiscal year ended December 31, 1998.












        ____________________________________________
        *   Page references are based on sequential numbering system.

                                      -37-<PAGE>