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, 1997                     

                []  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   through    of this report.
         Number of pages (including exhibits) in this filing:38   <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 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.  Two of the Partners in Registrant are also current
         members and one Partner in Registrant is a former, retired member
         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, 1997, the Building was 88% occupied
         by approximately 750 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>






                   (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, 1997, 1996 and 1995.  There was
         Overage Rent of $2,401,300 for the year ended December 31, 1997.  

                   (c)  Competition

                   Pursuant to tenant space leases at the Building, the
         average annual base rental payable to Sublessee is approximately
         $34 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 $25.50 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 sixteen years old, is approximately $29 per square foot,
         and the average rental rate at 1350 Broadway, which contains 37
         stories, is approximately $25 per square foot.  Most of these
         buildings are about the same age as the Building. 




                                         -2-<PAGE>






                   In the overall rental market for commercial space in
         Manhattan, rents range from approximately $60 per square foot for
         prime office space to approximately $15 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 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




                                         -3-<PAGE>






         other unrelated acts of the Agents and the sublessee.  By order
         dated July 14, 1997, and entered July 29, 1997, the Court granted
         defendants' motion for summary judgment and dismissal of the
         action.  The Plaintiff filed an appeal with respect to the
         foregoing order.  By decision and order entered April 2, 1998, the
         Appellate Court unanimously affirmed the order dismissing the
         action.

                   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 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 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 the action.  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 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 seeking a declaratory judgment that they





                                         -4-<PAGE>






         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.

                   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.  







                                         -5-<PAGE>






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

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

                   During the fourth quarter of the fiscal year ended
         December 31, 1997, Registrant did not submit any matter to a vote
         by the Participants through the solicitation of proxies or
         otherwise.






















                                         -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 169 transfers.  In 21 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 seven
         instances, the indicated purchase price was equal to 2.25 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 all other cases, no
         consideration was indicated. 

                   (b)  As of December 31, 1997, there were 2,622 holders
         of Participations of record.

                   (c)  Registrant does not pay dividends.  During the year
         ended December 31, 1997, Registrant made regular monthly
         distributions of $98.21 for each $10,000 Participation.  There was
         Overage Rent payable of $2,401,300 for the year ended December 31,
         1997 and Registrant made additional distributions for each $10,000
         Participation of $321.61 on March 5, 1998.  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





                                         -7-<PAGE>






         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.












































                                        -8-<PAGE>





Item 6.
                              EMPIRE STATE BUILDING ASSOCIATES


                                  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                              Year ended December 31,                    

                           997         1996        1995       1994        1993    
<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..   2,401,300          0           0  3,597,887   7,712,818
Dividend income......      10,377      8,647      35,556     39,667      60,657

   Total revenues....  $8,430,427 $6,027,397   6,054,306 $9,656,304 $13,792,225


Net income............ $4,752,560 $3,689,511  $3,716,420 $7,100,005 $10,987,930


Earnings per $10,000
 participation unit,
 based on 3,300
 participation units
 outstanding during
 the year............. $    1,440 $    1,118  $    1,126 $    2,152 $     3,330


Total assets.......... $5,930,702 $3,727,494  $3,927,316 $7,527,783 $11,620,333


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............. $    1,179 $    1,118  $    1,126 $    2,152 $     3,330 
  
   Return of capital..      -0-           61       1,089      1,241       1,586

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


 

 









           













           



                                         -9-<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. 



                                        -10-<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, 1997
              as compared with the year ended December 31, 1996.  Such
              increase resulted from 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.  Total income
              decreased for the year ended December 31, 1996 as compared
              with the year ended December 31, 1995 because of a reduction
              in dividend income earned.  See Note 3 of the Notes.

         (b)  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.  Total expenses were the same for the
              years ended December 31, 1996 and December 31, 1995.  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.  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
         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 $163,012 through December 31, 1997.
         Sublessee is contesting the calculation of the City's proposed
         utility tax deficiency before the New York City Tax Appeals
         Tribunal.  The final outcome of Sublessee's appeal cannot



                                        -11-<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, 1997 as compared with the fiscal year ended
         December 31, 1996. 

                                      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. 

                   The Sublessee anticipates that the costs of improvements
         to be incurred will reduce Overage Rent during the years 1998 and
         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



                                        -12-<PAGE>






         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.





































                                        -13-<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, 1997 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 65      None       Attorney-at-Law  Senior Partner    1996
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law

 John L. Loehr   61      None       Attorney-at-Law  Retired former    1996
                                                       Senior Partner
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law

 Peter L. Malkin 64      None       Attorney-at-Law  Senior Partner    1961
                                                       Wien & Malkin
                                                       LLP,
                                                       Counsellors-
                                                       at-Law


                   As stated above, two of the Partners are current members
         of Counsel and one Partner is now a retired former member 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





                                        -14-<PAGE>






         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:

                   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, 1997 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 $227,161 (consisting of
         $100,000 as an annual basic payment for supervisory services and
         $127,161 as an additional payment for supervisory services) for
         supervisory services rendered during the fiscal year ended
         December 31, 1997.  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, 1997, no person owned of record or
         was known by Registrant to own beneficially more than 5% of the
         outstanding Participations.




                                        -15-<PAGE>






                        (b)  At December 31, 1997, 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     John L. Loehr          $ 40,000       .1212%
         in Partnership     286 Alpine Circle
         Interests          Rivervale, NJ  07675

                            Peter L. Malkin        $138,750       .4205%
                            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 $27,500 of Participations.  Mr. Katzman
                   disclaims any beneficial ownership of such
                   Participations.  

                        Peter L. Malkin owned of record as trustee or
                   co-trustee but not beneficially, $175,000 of
                   Participations.  Mr. Malkin disclaims any beneficial
                   ownership of such Participations.

                        Isabel W. Malkin, the wife of Peter L. Malkin,
                   owned of record and beneficially, $153,333.34 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, two of the Partners being
         current members of Counsel and one Partner being a retired, former
         member 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



                                        -16-<PAGE>






         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.

                        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, two of 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.



















                                        -17-<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, 1998.

                   Accountant's Report of Jacobs Evall & Blumenfeld LLP,
                   Certified Public Accountants, dated March 4, 1998.

                   Balance Sheets at December 31, 1997 and at December 31,
                   1996 (Exhibit A).

                   Statements of Income for the fiscal years ended
                   December 31, 1997, 1996 and 1995 (Exhibit B).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1997 (Exhibit C-1).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1996 (Exhibit C-2).

                   Statement of Partners' Capital for the fiscal year ended
                   December 31, 1995 (Exhibit C-3).

                   Statements of Cash Flows for the fiscal years ended
                   December 31, 1997, 1996 and 1995 (Exhibit D).

                   Notes to Financial Statements for the fiscal years ended
                   December 31, 1997, 1996 and 1995.

                   (2)  Financial Statement Schedules:

                   List of Omitted Schedules.

                   Real Estate and Accumulated Depreciation - December 31,
                   1997 (Schedule III).

                   (3)  Exhibits:  See Exhibit Index.

                   (b)  No Form 8-K was filed by Registrant for the final
                        quarter of 1997.  










                                        -18-<PAGE>





[LETTERHEARD OF
 JACOBS EVALL & BLUMENFELD LLP
 CERTIFIED PUBLIC ACCOUNTANTS]




                              




                                           March 12, 1998




Empire State Building Associates
New York, N. Y.



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

March 4, 1998 covering our audits of the accompanying financial

statements of Empire State Building Associates in connection with and as

part of your December 31, 1997 annual report (Form 10-K) to the

Securities and Exchange Commission.






                                     Jacobs Evall & Blumenfeld LLP
                                     Certified Public Accountants





















                                          -19-<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, 1997 and 1996, and the related 
statements of income, partners' capital and cash flows for each of the three 
years in the period ended December 31, 1997, 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, 1997 and 1996, and the results of its operations 
and its cash flows for each of the three years in the period ended December 
31, 1997 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 4, 1998

                                              -20-<PAGE>
                                                            EXHIBIT A

                              EMPIRE STATE BUILDING ASSOCIATES

                                      BALANCE SHEETS


                                       A S S E T S

<TABLE>
<CAPTION>
         
                                                               December 31,      

                                                            1997          1996   
<S>                                                    <C>           <C>                       
Current Assets:
  Cash and cash equivalents (Note 10):
    The Chase Manhattan Bank........................... $     2,988 $     2,888
    Distribution account held by
    Wien & Malkin LLP...................................    324,111     324,111
    Fidelity U.S. Treasury Income Portfolio.............     51,430      41,153
    Additional rent advance account
     held by Wien & Malkin LLP..........................  2,400,000           -
                                                          2,778,529     368,152

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

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

        TOTAL CURRENT ASSETS............................  2,803,660     391,983

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..................... 35,872,958  35,664,489

                                                          3,127,042   3,335,511

        TOTAL ASSETS....................................$ 5,930,702 $ 3,727,494

                                LIABILITIES AND PARTNERS' CAPITAL


Current liabilities:
  Accrued legal fees, to a related party (Note 9).......$ 1,272,237 $         -
  Accrued supervisory services, to a related party
   (Note 5)                                                  67,744           -

        TOTAL LIABILITIES.........................        1,339,981           -

Contingencies (Note 9)............................

Partners' Capital (Exhibit C)......................       4,590,721   3,727,494

        TOTAL LIABILITIES AND PARTNERS' CAPITAL....     $ 5,930,702 $ 3,727,494

</TABLE>








	See accompanying notes to financial statements.

                                            -21-<PAGE>
                                                                EXHIBIT B

                              EMPIRE STATE BUILDING ASSOCIATES

                                    STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                       Year ended December 31,       

                                               1997         1996        1995   
<S>                                           <C>        <C>         <C>             
Revenues:
  Rent income, from a related party (Note 3). $8,420,050  $6,018,750 $6,018,750

  Dividend income............................     10,377       8,647     35,556

                                               8,430,427   6,027,397  6,054,306


Expenses:

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

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

  Legal fees, to a related party (Note 9)....  1,272,237         -           -


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

                                               3,677,867   2,337,886  2,337,886

            NET INCOME, CARRIED TO PARTNERS'
             CAPITAL, (NOTE 8)............... $4,752,560  $3,689,511 $3,716,420

	

Earnings per $10,000 participation unit, based
 on 3,300 participation units outstanding
 during each year............................ $    1,440  $    1,118 $    1,126
                                                                                          
</TABLE>














	See accompanying notes to financial statements.


                                             -22-<PAGE>
                                                                 EXHIBIT C-3

                              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.


                                             -23-<PAGE>
                                                                   EXHIBIT C-1

                              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.

                                             -24-<PAGE>
                 EXHIBIT C-2

                              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.

                                             -25-<PAGE>
                   EXHIBIT D

                                  EMPIRE STATE BUILDING ASSOCIATES

                                     STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                     Year ended December 31,       

                                                1997         1996        1995    


<S>                                        <C>          <C>        <C>
Cash flows from operating activities:
  Net income.............................  $ 4,752,560  $3,689,511 $ 3,716,420 
  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:
        Additional rent due from Empire State
         Building Company, a related party.     (1,300)       -         97,887 
        Accrued supervisory services,
         to a related party.................    67,744        -         (8,253)
        Accrued legal fees, to a related
         party                               1,272,237        -           -

          Net cash provided by
           operating activities............  6,299,710   3,897,980   4,014,523 


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

         Net cash used in financing
          activities.....................   (3,889,333) (3,889,333) (7,308,634)
   
         Net increase (decrease) in cash 
          and cash equivalents...........    2,410,377        8,647 (3,294,111)

Cash and cash equivalents, beginning of year.  368,152      359,505  3,653,616 

         CASH AND CASH EQUIVALENTS, END
          OF YEAR....................      $ 2,778,529  $   368,152 $  359,505

</TABLE>















	See accompanying notes to financial statements.


                                             -26-<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, 1997, 1996 and 1995, totalling
    $8,420,050, $6,018,750 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,       

                                               1997         1996         1995

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

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


                                              -27-<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.

    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"), 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 (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, 1997, 1996
    and 1995, totalling $227,161, $159,417 and $159,417, respectively,
    represent fees paid to 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.


                                             -28-<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, 1997, 1996 and 1995.




7.  Determination of Distributions to Participants

    Distributions to participants in 1997, 1996 and 1995 of $3,889,333,
    $3,889,333 and $7,308,634, respectively, represented the following:

<TABLE>
<CAPTION>
                            1997                   1996                  1995         
<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........                    -                      -             3,597,887

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

                                 6,018,750              6,018,750             9,656,304

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

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


                                             -29-<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 1997, 1996
    and 1995 based on 3,300 participation units outstanding during each year,
    consisted of the following:


                                               Year ended December 31,      

                                                   1997       1996       1995

             Income........................       $1,179     $1,118     $1,126

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

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


   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, Legal Fees and Related Party Transactions and Subsequent Event

   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. Plaintiff's appeal of
   the dismissal is pending.  Associates is a nominal defendant and the
   complaint does not seek any direct relief from it; accordingly, 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
   Empire State Partners (Note 4) ("Trump").  The Trump default notice to
   Associates claims that Associates was in violation of its master lease
   because of extensive work which Company, the 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
   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.

                                             -30-<PAGE>
                        EMPIRE STATE BUILDING ASSOCIATES


                        NOTES TO FINANCIAL STATEMENTS
                                (Continued)




9.  Litigation, Legal Fees and Related Party Transactions and Subsequent Event
    (continued)

    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.  In 1996 the
    Court granted two additional injunctions against Trump with respect to
    two additional default notices.  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 February 15, 1995, Trump filed an action against Associates, Company,
    Wien & Malkin LLP, Harry B. Helmsley, a partner in Company, Hel
    msley-Spear, Inc. (the management company of the Empire State Building
    (the "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 appealed this Order.  The Appellate Court has unanimously affirmed
    the dismissal of Trump's claims.

    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 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.

    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. 

                                             -31-<PAGE>
                        EMPIRE STATE BUILDING ASSOCIATES

                        NOTES TO FINANCIAL STATEMENTS
                                (Continued)



9.  Litigation, Legal Fees and Related Party Transactions and Subsequent Event
    (continued)

        In its complaint, plaintiff-tenant asserts thirteen causes of action
        (twelve of which are against Company) 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 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 has until March 16, 1998 to answer or make a motion with
        respect to the amended complaint.  Associates 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 Associates has not formed
        a professional conclusion that an adverse outcome is either probable
        or remote.

    The accompanying statement of income reflects an expense of $1,272,237
    and the accompanying balance sheet reflects a corresponding accrued
    liability of $1,272,237 for reimbursement to the Agents from Associates
    of their legal and accounting expenses relating to the Studley and
    Trump suits.  Through December 31, 1997, legal and accounting expenses
    in connection with the Studley suit amounted to $960,065 of which
    $647,761 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, 1997 also indicate $312,172
    in accumulated professional time and disbursements related to the Trump
    suits. Substantial additional legal and accounting costs may be incurred
    in both suits.

    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.

                                             -32-<PAGE>
                        EMPIRE STATE BUILDING ASSOCIATES

                         NOTES TO FINANCIAL STATEMENTS
                                (Continued)



10. Concentration of Credit Risk

    Associates maintains cash balances in a bank, money market fund (Fidelity
    U.S. Treasury Income Portfolio), additional rent advance account held by
    Wien & Malkin LLP (Note 5), which was transferred to the money market fund
    in January 1998, 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, 1997 was completely insured.  The
    cash in the money market fund and in the two accounts held by Wien &
    Malkin LLP are not insured.  The funds held in the distribution account
    were paid to the participants on January 1, 1998. 


                                             -33-<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.















                                             -34-<PAGE>
                                                
                                                                               
                                                                               
                                                               SCHEDULE III 
	EMPIRE STATE BUILDING ASSOCIATES

	Real Estate and Accumulated Depreciation
	            December 31, 1997           
<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.............................  $35,872,958(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, 1997, December 31, 1996 and
     December 31, 1995.  The costs  for federal income tax purposes are the
     same as for financial statement purposes.

     (b)    Accumulated amortization
              Balance at January 1, 1995                          $35,247,551
                Amortization:
                  F/Y/E 12/31/95                      $208,469
                        12/31/96                       208,469
                        12/31/97                       208,469        625,407

              Balance at December 31, 1997                        $35,872,958


                                                -35-<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 15, 1998


                   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, 1998










         ______________________
         *    Mr. Katzman supervises accounting functions for Registrant.

                                        -36-<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 which was filed as
                   Exhibit 3(b) to Registrant's Annual Report on
                   10-K for the fiscal year ended December 31,
                   1996 and is incorporated by reference as an
                   exhibit hereto.  

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

         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.

                                        -37-<PAGE>






         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, 
                   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.

          13       Letter to Participants dated April 1, 1998.

          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, 1997. 






















                                        -38-<PAGE>