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, 2007

[ ] 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 L.L.C.

(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 LLC Member 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 [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [ X ] .

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. ___

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ] .

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [X ]

Smaller Reporting Company [ ]

PART I

Item 1. Business.

(a) General

Registrant was originally organized on July 11, 1961 as a general partnership. On October 1, 2001, Registrant converted from a general partnership to a limited liability company under New York law and is now known as Empire State Building Associates L.L.C. The conversion did not change any aspect of the assets and operations of Registrant other than to protect its investors from any future liability to a third party. Through April 16, 2002, Registrant owned the tenant's interest in a master operating leasehold (the "Master Lease") of the Empire State Building (the "Building"), located at 350 Fifth Avenue, New York, New York. On April 17, 2002, Registrant acquired, through a wholly-owned limited liability company (Empire State Land Associates L.L.C.), the fee title to the Building, and the land thereunder (the "Land") (together, the "Real Estate"or "Property"), at a price of $57,500,000, and obtained a $60,500,000 first mortgage with North Fork Bank (the "Mortgage") to finance the acquisition and certain related costs.

Registrant does not operate the Building. It subleases the Building to Empire State Building Company L.L.C. (the "Sublessee") pursuant to a net operating sublease (the "Sublease") which expires on January 4, 2013 and contains three 21-year renewal options.

Registrant's members ("Members") are Peter L. Malkin, Anthony E. Malkin and Thomas N. Keltner, Jr. (collectively, the "Agents"), each of whom also acts as an agent for holders of participations in his respective member interest in Registrant (the "Participants").

Sublessee is a New York limited liability company in which Peter L. Malkin is a member and entities for Peter L. Malkin's family members are beneficial owners. All of the members in Registrant hold senior positions at Wien & Malkin LLC ("Wien & Malkin" or the "Supervisor"), 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and to Sublessee. See Items 10, 11, 12 and 13 hereof for a description of the ongoing services rendered by, and compensation paid to, Supervisor 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, 2007, the Building was 79% occupied by approximately 451 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 Real Estate.

(b) The Lease and Sublease

The annual rent payable by Registrant to its subsidiary under the Master 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 ("Basic Rent") equal to $6,018,750 from January 1, 1992 through January 4, 2013, and $5,895,625 from January 5, 2013 through the expiration of all renewal terms. See Item 2. Sublessee is also required to pay Registrant additional rent of 50% of Sublessee's net operating profit, as defined in the Sublease, in excess of $1,000,000 for each lease year ending December 31 ("Additional Rent").

Additional 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, provides the Registrant with an audit report from a certified public accountant on the Sublessee's operation of the Real Estate. The Sublease requires that this report be delivered to Registrant annually within 60 days after the end of each such fiscal year. Accordingly, all Additional Rent income and the additional payment to Supervisor 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 the Consolidated Financial Statements filed under Item 8 hereof (the "Notes") regarding Additional Rent payments by Sublessee for the fiscal years ended December 31, 2007, 2006 and 2005. There was Additional Rent of $17,025,749 for the year ended December 31, 2007.

Real estate taxes paid directly by the Sublessee totaled approximately $22,151,850 for the year ended December 31, 2007.

(c) Competition

Pursuant to tenant space leases at the Building, the average annual base rental payable to Sublessee is approximately $35 per square foot (exclusive of electricity charges and escalation). The asking rents for the building range from $42 to $52 per square foot.

(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.

On April 17, 2002, Registrant acquired, through a wholly owned limited liability company (Empire State Land Associates L.L.C.), the fee title to the Building, and the land thereunder, at a price of $57,500,000, and obtained a $60,500,000 first mortgage with North Fork Bank to finance the acquisition and certain related costs. 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.

The Real Estate is carried in the financial statements at its historical cost of $60,484,389, consisting of $57,500,000 for the purchase price paid to the seller, $752,022 for acquisition costs, and $2,232,367 representing the unamortized balance of the cost of the Master Lease on the date the Real Estate was acquired. The cost of the Land was estimated to be 35.63% of the total cost of the Real Estate, and the Building, 64.37%. Under the terms of the contract of sale, the deed contains language to avoid the merger of the fee estate and the leasehold, although on a consolidated financial statement basis the Registrant incurred no leasehold rent expense after acquiring the Real Estate.

The mortgage is scheduled to mature on May 1, 2012 and requires monthly payments of interest only at 6.5% per annum. The mortgage may be prepaid at any time after 24 months with the payment of a premium equal to the greater of (a) 1% of the amount prepaid and (b) an amount calculated pursuant to a prepayment formula designed to preserve the bank's yield to maturity. The Mortgage is secured by a lien on the Real Estate and Registrant's leasehold estate under the Master Lease of the Real Estate.

Restricted cash at December 31, 2007 includes an interest-bearing account held at North Fork Bank pursuant to the terms of the Mortgage, to be used monthly to satisfy a portion ($166,167) of Registrant's mortgage interest obligation. On March 27, 2008, Registrant deposited an additional $2,000,000 into this restricted account under the same conditions and will continue to do so annually hereafter.

The Building is being depreciated on a straight-line basis over its estimated useful life of 39 years. Mortgage financing costs, totaling $1,796,287, are being amortized ratably over the life of the Mortgage.

Item 3. Legal Proceedings.

The Property of Registrant was the subject of the following material litigation:

Wien & Malkin LLC and Peter L. Malkin, a member in Registrant, were engaged in a proceeding with Sublessee's former managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of the property that is subject to the Sublease to Sublessee. In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Registrant's allocable share of such costs is as yet undetermined, and Registrant has not provided for the expense and related liability with respect to such costs in its consolidated financial statements. As a result of the August 29, 2006 settlement agreement which included termination of this proceeding, Registrant will not recognize any gains or losses from this proceeding other than the possible charges for the aforementioned fees and expenses.

The August 29, 2006 settlement agreement terminated Helmsley-Spear, Inc. as managing and leasing agent at the property as of August 30, 2006. CB Richard Ellis was engaged as the new leasing agent, and Sublessee self-manages the property. The $1,834,000 portion of the contract settlement payment funded from Sublessee's reserves was deducted as an expense in computing additional rent for 2006, so that Registrant has effectively borne one-half of Sublessee's contract settlement payment expense, or $917,000.

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

No matters were submitted to the Participants during the period covered by this report.

PART II

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

Registrant was originally organized as a general partnership pursuant to a partnership agreement dated as of July 11, 1961. On October 1, 2001, Registrant converted from a general partnership to a limited liability company under New York law.

Registrant has not issued any common stock. The securities registered by it under the Securities Exchange Act of 1934, as amended, consist of participations in the Members' interests in Registrant (the "Participations") and are not shares of common stock nor their equivalent. The Participations represent each Participant's fractional share in a Member's undivided interest in Registrant and are divided approximately equally among the Members. 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.

1. The Participations are neither 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 195 transfers. In one instance, the indicated purchase price was equal to 6.5 times the face amount of the Participation transferred, i.e., $65,000 for a $10,000 Participation. In two instances, the indicated purchase price was equal to 5.5 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 5.25 times the face amount of the Participation transferred. In fifteen instances, the indicated purchase price was equal to 5 times the face amount of the Participation transferred. In eight instances, the indicated purchase price was equal to 4 times the face amount of the Participation transferred. In three instances, the indicated purchase price was equal to 3.97 times the face amount of the Participation transferred. In two instances, the indicated purchase price was equal to 3.4 times the face amount of the Participation transferred. In five instances, the indicated purchase price was equal to 3.3 times the face amount of the Participation transferred. In six instances, the indicated purchase price was equal to 3 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 2.73 times the face amount of the Participation transferred. In thirteen instances, the indicated purchase price was equal to 2.5 times the face amount of the Participation transferred. In seven instances, the indicated purchase price was equal to 2.25 times the face amount of the Participation transferred. In four instances, the indicated purchase price was equal to 2 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 1.5 times the face amount of the Participation transferred. In all other cases, no consideration was indicated.

   Tender offers for Participations have been commenced by unrelated third parties during 2006 and early 2007 all of which have expired at the date of this filing, in each case at prices ranging from $40,000 to $50,000 for an original $10,000 Participation. A small number of Participation(s) aggregating less than 0.1% of total Participations were reportedly tendered.

2. As of December 31, 2007, there were 2,762 holders of Participations of record.
3. Registrant does not pay dividends. During the year ended December 31, 2007, Registrant made regular monthly distributions of $98.21 for each $10,000 Participation. There was Additional Rent of $17,025,749 for the year ended December 31, 2007 which enabled Registrant to make an additional distribution for each $10,000 Participation of $4,052 on March 6, 2008. See Item 1 hereof. There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions, particularly distributions of Additional Rent, depends solely on Sublessee's ability to make payments of Basic Rent and Additional Rent to Registrant. See Item 1 hereof. Registrant expects to make monthly distributions in the future so long as it receives the payments provided under the Sublease. See Item 7 hereof.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

SELECTED FINANCIAL DATA

(Unaudited)

Item 6.

The following table presents selected financial data of the Registrant for each of the five years in the period ended December 31, 2007. This information is unaudited and has been derived from the audited consolidated financial statements included in this Annual Report on Form 10-K or from audited consolidated financial statements included in Annual Reports on Form 10-K previously filed by the Registrant. This data should be read together with the consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

	Year ended December 31
2007	2006	2005	2004	2003

Basic rent income	$6,018,750	$6,018,750	$6,018,750	$6,018,750	$6,018,750
Additional rent income	17,025,749	18,791,329	16,324,979	9,469,543	6,802,295
Dividend and interest income	418,234	339,334	158,209	61,322	70,481
Miscellaneous	-	978	-	-	-

Total revenues $23,462,733 $25,150,391 $22,501,938 $15,549,615 $12,891,526

Net income	$17,068,579	$18,813,909	$16,308,881	$ 9,761,227	$7,247,765
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during the year	$5,172	$5,701	$4,942	$2,958	$2,196

Total assets		$79,886,241	$81,491,531	$80,063,503	$73,446,834	$72,185,694
Long-term obligations		$60,500,000	$60,500,000	$60,500,000	$60,500,000	$60,500,000
Distributions per $10,000 participation unit, based on 3,300 participation units outstanding during the year:
	Income	$5,172	$5,298	$3,318	$2,524		$2,196
	Return of capital	596	-0-	-0-	-0-		2,394
	Total distributions	$5,768	$5,298	$3,318	$2,524		$4,590

[SELECTED FINANCIAL DATA]

Item 6.

The following table presents the Registrant's unaudited operating results for each of the eight fiscal quarters in the period ended December 31, 2007. The information for each of these quarters is unaudited and has been prepared on the same basis as the audited consolidated financial statements included in this Annual Report on Form 10-K. In the opinion of management, all necessary adjustments, which consist only of normal and recurring accruals, have been included to present fairly the unaudited quarterly results. This data should be read together with the consolidated financial statements and the notes thereto of the Registrant included in this Annual Report on Form 10-K.

Three Months Ended

	March 31,	June 30,	September 30,	December 31,
Consolidated Income Data:	2007	2007	2007	2007
Basic rent income	$1,504,687	$1,504,688	$1,504,688	$1,504,687
Additional rent income	-	-	-	17,025,749
Dividend and interest income	207,132	80,992	71,394	58,716
Total revenues	1,711,819	1,585,680	1,576,082	18,589,152
Interest on mortgage	983,125	994,049	1,004,972	1,004,972
Supervisory services	39,854	39,854	39,854	893,294
Depreciation of building	249,566	249,565	249,564	249,567
Amortization of mortgage financing costs	44,907	44,907	44,907	44,908
Professional fees and miscellaneous	98,747	980	4,252	112,310
Total expenses	1,416,199	1,329,355	1,343,549	2,305,051
Net income	$295,620	$256,325	$232,533	$16,284,101
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each period	$90	$78	$70	$4,934

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

QUARTERLY RESULTS OF OPERATIONS

(Unaudited)

Item 6a.

Three Months Ended

	March 31,	June 30,	September 30,	December 31,
Consolidated Income Data:	2006	2006	2006	2006
Basic rent income	$1,504,687	$1,504,688	$1,504,687	$1,504,687
Additional rent income	-	-	-	18,791,329
Dividend and interest income	143,681	64,465	64,433	66,755
Miscellaneous income	-	-	978	-
Total revenues	1,648,368	1,569,153	1,570,098	20,362,771
Interest on mortgage	983,125	994,049	1,004,973	1,004,971
Supervisory services	39,854	39,854	39,855	1,006,494
Depreciation of building	249,566	249,566	249,565	249,565
Amortization of mortgage financing costs	44,907	44,907	44,907	44,908
Professional fees and miscellaneous	615	(81)	44,605	275
Total expenses	1,318,067	1,328,295	1,383,905	2,306,213
Net income	$330,301	$240,858	$186,193	$18,056,558
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each period	$100	$73	$56	$5,472

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

Forward Looking Statements

Readers of this discussion are advised that the discussion should be read in conjunction with the consolidated financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-K. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant's current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as "believe", "expect", "anticipate", "intend", "plan", "estimate" or words of similar meaning.

Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in Registrant's real estate market, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Securities and Exchange Commission ("SEC") issued disclosure guidance for "Critical Accounting Policies." The SEC defines Critical Accounting guidance for Critical Accounting Policies as those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Registrant's discussion and analysis of its financial condition and results of operations are based upon Registrant's consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used and outlined in Note 2 to Registrant's consolidated financial statements, which are presented elsewhere in this annual report, have been applied consistently as at December 31, 2007 and 2006, and for the years ended December 31, 2007, 2006 and 2005. Registrant believes that the following accounting policies or estimates require the application of management's most difficult, subjective, or complex judgments:

Valuation of Long-Lived Assets: Registrant assesses the carrying amount of long-lived assets whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When Registrant determines that the carrying amount of long-lived assets may be impaired, the measurement of any impairment is based on a discounted cash flow method.

Revenue Recognition: Basic Rent and Additional Rent, which is based on the Sublessee's annual net income as defined in the Sublease, are recognized when earned. Before Registrant can recognize revenue, it is required to assess, among other things, its collectibility. If Registrant incorrectly determines the collectability of revenue, its net income and assets could be overstated.

Financial Condition and Results of Operations

At the time of its organization, Registrant acquired the Master Lease of the Property subject to the Sublease. Basic Rent received by Registrant was used to pay annual rent due under the Master Lease and the Basic Payment for supervisory services to Supervisor; the balance of such Basic Rent was distributed to the Participants. Currently, Basic Rent received by Registrant is used to pay the Basic Payment and a portion of debt service on the Mortgage; and the balance of such Basic Rent is distributed to the Participants. Additional Rent and any interest and dividends accumulated thereon are distributed to the Participants after the additional payment to Supervisor. Pursuant to the Sublease, Sublessee has assumed responsibility for the condition, operation, repair, maintenance and management of the Property. Registrant is not required to maintain liquid assets to defray any operating expenses of the Property.

The supervisory services provided to Registrant by Supervisor include, but are not limited to, maintaining all of its entity and Participant records, performing physical inspections of the Building, providing or coordinating counsel services to Registrant, reviewing insurance coverage, conducting annual supervisory review meetings, receipt of monthly rent from Sublessee, 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 Sublessee and financial statements audited by and tax information prepared by Registrant's independent registered public accounting firm, and distribution of related materials to the Participants. Supervisor also prepares quarterly, annual and other periodic filings with the SEC and applicable state authorities.

Registrant pays Supervisor for other services at hourly rates.

Registrant's results of operations are affected primarily by the amount of rent payable to it under the Sublease. The amount of Additional Rent payable to Registrant is affected by the New York City economy and real estate rental and tourist attraction markets, which are difficult for management to forecast.

As compared with the prior year, a decrease in Additional Rent earned in any year reduces the distributions made to the Participants in the following year and the additional payment to Supervisor. Reductions in the amount of Additional Rent paid to Registrant in the future will not have any other impact on Registrant. See paragraph 1 of Item 7 hereof and Notes 2 and 3 of the Notes to the consolidated financial statements.

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

(a) Total revenues decreased for the year ended December 31, 2007 as compared with the year ended December 31, 2006. Such decrease was the net result of a decrease in Additional Rent received by Registrant in 2007 and an increase in dividend and interest income earned as compared with the year ended December 31, 2006. Total revenues increased for the year ended December 31, 2006 as compared with the year ended December 31, 2005. Such increase was the result of an increase in Additional Rent received by Registrant in 2006 and an increase in dividend and interest income earned as compared with the year ended December 31, 2005. See Note 3 of the Notes to the Consolidated Financial Statements.

(b) Total expenses increased for the year ended December 31, 2007 as compared with the year ended December 31, 2006. Such increase is the net result of a decrease in the additional payment to Supervisor and an increase in professional fees and miscellaneous expenses for services related to a tender offer as compared with the year ended December 31, 2006. Total expenses increased for the year ended December 31, 2006 as compared with the year ended December 31, 2005. Such increase is the result of an increase in the additional payment to Supervisor and an increase in professional fees and miscellaneous expenses as compared with the year ended December 31, 2005.

Liquidity and Capital Resources

Registrant's liquidity has not significantly changed for the year ended December 31, 2007 as compared with the year ended December 31, 2006. Registrant may from time to time set aside cash for contingent liabilities.

No amortization payments are due under the Mortgage to reduce the outstanding

principal balance prior to maturity. Furthermore, Registrant does not maintain any reserve to cover the principal payment of such Mortgage indebtedness at maturity. Therefore, repayment of the Mortgage will depend on Registrant's ability to arrange a refinancing. If the Real Estate continues to generate an annual net profit in future years comparable to that in past years, and if current real estate trends continue in the geographic area in which the Real Estate is located, Registrant anticipates that the value of the Real Estate would be sufficient to cover the Mortgage balance at maturity.

Registrant anticipates that funds for working capital for the Real Estate will be provided from rental payments received by Sublessee, which entity is required to make payments of Basic Rent and Additional Rent under the Sublease and, to the extent necessary, from additional capital investment by the Members of the Sublessee. Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Real Estate.

Registrant has the following contractual obligations:

Payments due by period

Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations	$60,500,000	$0	$0	$60,500,000	$0
Interest Obligations	16,931,597	3,987,118	7,974,236	4,970,243	0

Capital Lease Obligations	0	0	0	0	0
Purchase Obligations	0	0	0	0	0
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet	0	0	0	0	0
Total	$77,431,597	$3,987,118	$7,974,236	$65,470,243	$0

A June 9, 2008 solicitation was mailed to Participants seeking consent to a financing program permitting Registrant to fund improvements and tenanting costs at the Building over 10 years of approximately $600 million and to acquire additional property on terms deemedfavorable by the Agents.

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 Real Estate. 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 the amount of Additional Rent payable by the Sublessee, which is based on the Sublessee's net operating profit.

Other Information

The Sublessee is to maintain the Building as a high-class office building as required by the terms of the Sublease.

Based on Sublessee's review of the need for upgrades and improvements to the Real Estate, Sublessee has incurred improvement costs of approximately $14,108,000 during 2007. Sublessee estimates that the total cost of all projects will be approximately $625,000,000 over 10 years, including sprinklering of the building of approximately $30,000,000 required by Local Law #26.

The Sublessee anticipates that the direct or indirect costs of improvements will reduce Additional Rent during the year 2008 but should have no effect on the payment of Basic Rent.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements of the Registrant as of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007 and the financial statements of the Sublessee as of and for the year ended December 31, 2007 are included in this annual report immediately following Exhibit 32.2 or will be included by amendment.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9a. Controls and Procedures.

1. Evaluation of disclosure controls and procedures. The person who functions in the capacity of Registrant's chief executive officer and Registrant's chief financial officer, after evaluating the effectiveness of Registrant's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007, the end of the period covered by this report, has concluded that as of that date that Registrant's disclosure controls and procedures were effective and designed to ensure that material information relating to Registrant would be made known to him by others within those entities on a timely basis.
2. Changes in internal controls over financial reporting. There were no changes in Registrant's internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to affect, the Registrant's internal controls over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

Management of Registrant is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment our management has concluded that, as of December 31, 2007, our internal control over financial reporting was effective.

This annual report does not include an attestation report of Registrant's current registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by Registrant's current registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit Registrant to provide only management's report in this annual report.

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 Agent. The table below sets forth as to each Member as of December 31, 2007 the following: name, age, nature of any family relationship with any other Agent, 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 an Agent:

Name	Age	Nature of Family Relationship	Business Experience	Principal Occupation and Employment	Date Individual became an agent
Peter L. Malkin	74	Father of Anthony E. Malkin	Real Estate Supervision	Senior Member and Chairman, Wien & Malkin LLC	1961
Anthony E. Malkin	45	Son of Peter L. Malkin	Real Estate Supervision and Management	President, Wien & Malkin LLC, and W&M Properties, L.L.C.	2001
Thomas N. Keltner, Jr.	61	None	Real Estate Supervision	Member, Wien & Malkin LLC	1998

As stated above, all three Members who are acting as Agents for Participants hold senior positions at Supervisor. See Items 1, 11, 12 and 13 hereof for a description of the services rendered by, and the compensation paid to, Supervisor 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 any Member is a director, member or general partner are as follows:

Peter L. Malkin is a member in 250 West 57th St. Associates L.L.C. and 60 East 42nd St. Associates L.L.C.

Anthony E. Malkin is a member in 250 West 57^th St. Associates L.L.C. and 60 East 42^nd St. Associates L.L.C.

Thomas N. Keltner, Jr. is a member in 60 East 42^nd St. Associates L.L.C.

Item 11. Executive Compensation.

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

Registrant's organizational documents do not provide for a board of directors or officers. As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin. No remuneration was paid during the current fiscal year ended December 31, 2007 by Registrant to any of the Agents as such. Registrant pays Supervisor, for supervisory services and disbursements, fees of $159,417 per annum. Supervisor also receives an additional payment equal to 6% of distributions to the Participants in Registrant. Pursuant to such arrangements described herein, Registrant incurred supervisory fees during 2007 totaling $1,012,856 (consisting of $159,417 as an annual basic fee for supervisory services and $853,439 as an additional payment). For tax purposes, such additional payment is recognized as a profits interest and the Supervisor is treated as a partner, all without modifying each Participant's distributive share of reportable income and cash distributions. See Item 7 hereof. As noted in Items 1 and 10 of this report, all of the Agents hold senior positions at Supervisor.

Wien & Malkin also serves as supervisor for Sublessee, for which it receives a basic annual fee of $270,000. For 2007, Wien & Malkin received $301,271 in other service fees from Sublessee. Under separate agreements to which Sublessee is not a party, certain of Sublessee's participants pay Wien & Malkin and members of Peter L. Malkin's immediate family a percentage of distributions above an annual threshold. These third party payments (which totaled $460,732 to Wien & Malkin and such Malkin family members in 2007) do not impose any obligation upon Sublessee or affect its assets and liabilities.

Item 12. Security Ownership of Certain Beneficial Owners

and Management.

1. Registrant has no voting securities (Item 5). At December 31, 2007, no person owned of record or was known by Registrant to own beneficially more than 5% of the outstanding Participations.
2. At December 31, 2007, the Members (Item 10) beneficially owned, directly or indirectly, the following Participations:

   Title of Class	Name & Address of Benefical Owners	Amount of Beneficial Ownership	Percent of Class
   Participations in Member Interest	Anthony E. Malkin 60 East 42nd Street New York, N.Y. 10165	$23,333	.07071%

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

   Peter L. Malkin owned of record as trustee or co-trustee but not beneficially, $516,667 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations.

   Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $828,607 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that related family trusts and entities are required to complete scheduled payments to Peter L. Malkin.

   Anthony E. Malkin owned of record as trustee or co-trustee but not beneficially, $35,833 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

   Members of Thomas N. Keltner, Jr.'s family owned of record and beneficially $24,378 of Participations.

3. Not applicable.

Item 13. Certain Relationships and Related Transactions.

(a) As stated in Item 1 hereof, Mr. Peter L. Malkin, Mr. Anthony E. Malkin and Mr. Keltner are the three Members in Registrant and also act as agents for the Participants in their respective member interests. Peter L. Malkin is also a member in Sublessee. As a consequence of one of the three Members being a member in Sublessee, and all of the Members holding senior positions at Supervisor (which supervises 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 Members 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, among others, include modifications and extensions of the Sublease or Mortgage, or a sale or other disposition of the Property or substantially all of Registrant's 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 Members in Registrant and in Sublessee arise solely from ownership of their respective Participations in Registrant and, in the case of Peter L. Malkin, his family entities' ownership of member interests in Sublessee. The Members as such receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or members in Sublessee. However, all of the Members hold senior positions at Supervisor (which supervises Registrant and Sublessee) and, by reason of their position at Supervisor, may receive income attributable to supervisory or other remuneration paid by Registrant to Supervisor and Sublessee. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Supervisor relating to supervisory services provided by Supervisor.

Reference is also made to Items 1 and 10 hereof for a description of the relationship between Registrant and Supervisor, of which all of the Agents are among the Members. The respective interest of the Members in any remuneration paid by Registrant to Supervisor arise solely from such member's interest in Supervisor. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Supervisor relating to supervisory services provided by Supervisor.

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

(c) Not applicable.

(d) Not applicable.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The fees paid by Wien & Malkin LLC, the Supervisor of Registrant, to Margolin, Winer and Evens LLP and J.H. Cohn LLP for professional services for the years ended December 31, 2007 and December 31, 2006 were as follows:

Fee Category	2007	2006
Audit Fees	$54,000	$50,800
Audit-Related Fees	2,500	4,200
Tax Fees	-	6,000
All Other Fees	-	-
Total Fees	$56,500	$61,000

Audit Fees. Consist of fees billed for professional services rendered for the audit of Registrant's consolidated financial statements and review of the interim financial statements included in quarterly 10-Q reports.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Registrant's consolidated financial statements and are not reported under "Audit Fees." In 2007 and 2006, these services include accounting consultation, review of Sarbanes-Oxley requirements as they pertain to Registrant, and other audit-related services.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and preparation of tax returns.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES

AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

Registrant has no audit committee as such. Registrant's policy is to pre-approve all audit and permissible non-audit services performed by the independent public accountants. These services may include audit services, audit related services, tax services and other services. For audit services, the independent auditor provides an engagement letter in advance of the services outlining the scope of the audit and related audit fees. If agreed by Registrant, this engagement letter is formally accepted by Registrant.

For all services, Registrant's supervisory management staff submits from time to time to the Agents of Registrant for approval services that it recommends the Registrant engage the independent auditor to provide. In addition, the Agents of Registrant pre-approve specific non-audit services that the independent auditor is authorized to provide. All fee proposals for those non-audit services must be pre-approved in writing by a senior executive of the Supervisor. The Agents of Registrant are informed routinely by the independent auditor pursuant to this pre-approved process.

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

(2) Financial Statement Schedules

The consolidated financial statements and the financial statement schedule of the Registrant and the financial statements of the Sublessee required in this annual report are listed in the respective indexes to those financial statements and financial statement schedule of the Registrant and the Sublessee included immediately following Exhibit 32.2 or to be included by amendment.

(3) Exhibits: See Exhibit Index.

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 Members in Registrant, pursuant to Powers of Attorney, dated October 13, 2003 (collectively, the "Power").

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Registrant)

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact

Date: June 30, 2008

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 Members in Registrant, pursuant to the Power, on behalf of Registrant and as a Member in Registrant on the date indicated.

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact*

Date: June 30, 2008

_________________________________

* Mr. Labell supervises accounting functions for Registrant.

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 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.
3 (c)	Registrant's Consent and Operating Agreement dated as of September 30, 2001
3 (d)	Certificate of Conversion of Registrant to a limited liability company dated October 1, 2001 filed with the New York Secretary of State on October 3, 2001.
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.
24	Powers of Attorney dated October 13, 2003 between the Partners of Registrant and Mark Labell which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended September 30, 2003 and is incorporated herein by reference.
31.1	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Page references are based on sequential numbering system.

Exhibit 31.1

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this annual report on Form 10-K of Empire State Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
1. designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,

   to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
2. summarize and report financial information; and
3. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: June 30, 2008

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Vice President, Finance Wien & Malkin LLC, Supervisor of Empire State Building Associates L.L.C.

Exhibit 31.2

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this annual report on Form 10-K of Empire State Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
1. designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,

   to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: June 30, 2008

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Member of Financial/Accounting Staff of Wien & Malkin LLC, Supervisor of Empire State Building Associates L.L.C.

Exhibit 32.1

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Executive Officer certification as Senior Vice President, Finance of Wien & Malkin LLC, the Supervisor * of Empire State Building Associates L.L.C. ("Registrant") to certify that:

1. the Annual Report on Form 10-K of Registrant for the period ended December 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: June 30, 2008

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Wien & Malkin LLC, Supervisor

*Registrant's organizational documents do not provide for a Chief Executive Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLC. Accordingly, this Chief Executive Officer certification is being signed by a senior executive of Registrant's supervisor.

Exhibit 32.2

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Financial Officer certification as a senior member of the financial/accounting staff of Wien & Malkin LLC, the Supervisor* of Empire State Building Associates L.L.C. ("Registrant"), to certify that:

1. the Annual Report on Form 10-K of Registrant for the period ended December 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: June 30, 2008

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Wien & Malkin LLC, Supervisor

*Registrant's organizational documents do not provide for a Chief Financial Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLC. Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant's supervisor.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

Report of Margolin, Winer & Evens LLP -- Independent Registered Public Accounting Firm

Report of J.H. Cohn LLP -- Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2007, 2006 and 2005

Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005

Notes to Consolidated Financial Statements

SCHEDULE III - Real Estate and Accumulated Depreciation as of December 31, 2007

All other schedules are omitted as the information is not required, is not material or is otherwise provided.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants in Empire State Building Associates L.L.C.

(a Limited Liability Company)

We have audited the accompanying consolidated balance sheet of Empire State Building Associates L.L.C. ("Associates") as of December 31, 2007, and the related consolidated statements of income, members' equity and cash flows for the year then ended, and the supporting financial statement schedule, Schedule III- Real Estate and Accumulated Depreciation for the year ended December 31, 2007, also included in this Form 10-K. These consolidated financial statements and the schedule are the responsibility of Associates' management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empire State Building Associates L.L.C. as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America, and the related financial statement schedule for the year ended December 31, 2007, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Margolin, Winer & Evens LLP

Garden City, New York

May 6, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants in Empire State Building Associates L.L.C.

(a Limited Liability Company)

We have audited the accompanying consolidated balance sheet of Empire State Building Associates L.L.C. and subsidiary ("Associates") as of December 31, 2006, and the related consolidated statements of income, members' equity and cash flows for each of the two years in the period ended December 31, 2006. These consolidated financial statements are the responsibility of Associates' management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empire State Building Associates L.L.C. and subsidiary as of December 31, 2006, and their results of operations and cash flows for each of the two years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/J.H. Cohn LLP

New York, N. Y.

March 7, 2007

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED BALANCE SHEETS

A S S E T S

						December 31,
						2007	2006
Assets:
Real estate:
	Building:
					Empire State Building, located at 350 Fifth Avenue, New York, N. Y.	$38,933,801	$38,933,801
					Less: Accumulated depreciation	5,699,520	4,701,257
						33,234,281	34,232,544
		Land Land				21,550,588	21,550,588
				TOTAL REAL ESTATE		54,784,869	55,783,132
Cash and cash equivalents						23,161,493	22,346,462
Restricted cash re: mortgage interest - North Fork Bank						889,535	885,458
Additional rent due from Empire State
			Building Company L.L.C., a related party			-	1,291,329
Receivable from participants - NYS estimated tax						279,438	231,915
Accounts receivable						-	2,700

Mortgage financing costs			1,796,287	1,796,287
Less: accumulated amortization			1,025,381	845,752
		MORTGAGE FINANCING COSTS, NET	770,906	950,535
	TOTAL ASSETS		$79,886,241	$81,491,531

LIABILITIES AND MEMBERS' EQUITY

Liabilities:
	First mortgage payable		$60,500,000	$60,500,000
	Accrued interest payable		338,632	338,632
	Prepaid rent		-	501,564
	Due to Empire State Building Company L.L.C., a related party		974,251	-
	Accrued supervisory services, to a related party		853,439	966,640
		TOTAL LIABILITIES	62,666,322	62,306,836
Commitments and contingencies			-	-
Members' equity			17,219,919	19,184,695
		TOTAL LIABILITIES AND MEMBERS' EQUITY	$79,886,241	$81,491,531

See accompanying notes to consolidated financial statements.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF INCOME

Year ended December 31,

			2007	2006	2005
Revenues:
	Rent income, from a related party		$23,044,499	$24,810,079	$22,343,729
	Dividend and interest income		418,234	339,334	158,209
Miscellaneous income			-	978	-
Total revenues			23,462,733	25,150,391	22,501,938
Expenses:
		Interest on mortgage	3,987,118	3,987,118	3,987,118
		Supervisory services, to a related party	1,012,856	1,126,057	1,027,208
		Depreciation of building	998,262	998,262	998,262
		Amortization of mortgage financing costs	179,629	179,629	179,629
		Fees and miscellaneous, including amounts paid to a related party	216,289	45,416	840

Total expenses 6,394,154 6,336,482 6,193,057

NET INCOME $17,068,579 $18,813,909 $16,308,881

Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each year   $5,172   $5,701   $4,942

See accompanying notes to consolidated financial statements.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY

Members'	Share of		Members'
Equity	Net Income		Equity
January 1,	For Year	Distributions	December 31,

Year Ended December 31, 2005:
Anthony E. Malkin Group	$4,165,395	$5,436,293	$3,649,849	$5,951,839
Thomas N. Keltner, Jr. Group	4,165,394	5,436,294	3,649,849	5,951,839
Peter L. Malkin Group	4,165,392	5,436,294	3,649,848	5,951,838
TOTALS	$12,496,181	$16,308,881	$10,949,546	$17,855,516

Year Ended December 31, 2006:
Anthony E. Malkin Group	$5,951,839	$6,271,303	$5,828,243	$6,394,899
Thomas N. Keltner, Jr. Group	5,951,839	6,271,303	5,828,243	6,394,899
Peter L. Malkin Group	5,951,838	6,271,303	5,828,244	6,394,897
TOTALS	$17,855,516	$18,813,909	$17,484,730	$19,184,695

Year Ended December 31, 2007:
Anthony E. Malkin Group	$6,394,899	$5,689,526	$6,344,452	$5,739,973
Thomas N. Keltner, Jr. Group	6,394,899	5,689,526	6,344,452	5,739,973
Peter L. Malkin Group	6,394,897	5,689,527	6,344,451	5,739,973
TOTALS	$19,184,695	$17,068,579	$19,033,355	$17,219,919

See accompanying notes to consolidated financial statements.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Year Ended December 31,
						2007				2006			2005
Cash flows from operating activities:
	Net income					$17,068,579				$18,813,909			$16,308,881
	Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation of building							998,262			998,262		998,262
	Amortization of mortgage financing costs							179,629			179,629		179,629
	Changes in operating assets and liabilities:
		Additional rent due from Empire State Building Company L.L.C., a related party						-			33,650		(605,436)
		Due to Empire State Building Company L.L.C., a related party						2,265,580			-		-
		Accounts receivable						2,700			(2,700)		-
		Accrued interest payable						-			-		338,632
		Prepaid rent						(501,564)			-		501,564
				Accrued supervisory services, to a related party			(113,200)			98,849			417,138
				Net cash provided by operating activities			19,899,986			20,121,599			18,138,670
Cash flows from financing activities:
			Change in receivable from participants						(47,523)			(140,477)	(28,544)
			Change in restricted cash						(4,077)			(33,775)	(342,010)
			Distributions to participants						(19,033,355)			(17,484,730)	(10,949,546)
					Net cash used in financing activities				(19,084,955)			(17,658,982)	(11,320,100)
Net increase in cash and cash equivalents									815,031			2,462,617	6,818,570

Cash and cash equivalents, beginning of year 22,346,462 19,883,845 13,065,275

CASH AND CASH EQUIVALENTS,
	END OF YEAR	$23,161,493	$22,346,462	$19,883,845

Supplemental disclosure of cash flow information:
	Cash paid during the year for interest	$3,987,118	$3,987,118	$3,648,486

See accompanying notes to consolidated financial statements.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business Activity and Purchase of Real Estate

Through April 16, 2002, Empire State Building Associates L.L.C. ("Associates") owned the tenant's interest in a master operating leasehold (the "Master Lease") on the Empire State Building (the "Building"), located at 350 Fifth Avenue, New York, New York. On April 17, 2002 Associates acquired, through a wholly-owned limited liability company, the fee title to the Building and to the land thereunder (the "Land"), (together, the "Real Estate"). Associates subleases the property to Empire State Building Company L.L.C. ("Sublessee"). The consolidated financial statements include the accounts of Associates and, effective April 17, 2002, its wholly-owned limited liability company, Empire State Land Associates L.L.C. All intercompany accounts and transactions have been eliminated in consolidation.

Associates operated as a general partnership, Empire State Building Associates, until October 1, 2001, when it converted to a limited liability company and changed to its current name. Ownership percentages in Associates were unchanged by the conversion. Associates continues to be treated as a partnership for tax purposes, and the partnership's income tax basis of its assets and liabilities carried over to the limited liability 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 with an original maturity of three months or less when acquired.

b. Restricted cash

Restricted cash at December 31, 2007 and 2006 includes a money market account held at North Fork Bank pursuant to the terms of the mortgage, to be used monthly to satisfy a portion of the mortgage interest obligation.

3. Real Estate and depreciation

The Real Estate is carried in the financial statements at its historical cost of $60,484,389, consisting of $57,500,000 for the purchase price, $752,022 for acquisition costs and $2,232,367 representing the unamortized balance of the cost of the Master Lease on the date the Real Estate was acquired. The cost of the Land was estimated to be 35.63% of the total cost of the Real Estate, and the Building 64.37%. Under the terms of the contract of sale, the deed contains language to avoid the merger of the fee estate and the leasehold, although on a consolidated financial statement basis, Associates incurred no leasehold rent expense after acquiring the Real Estate. The Building is being depreciated on the straight-line basis over its estimated useful life of 39 years from April 17, 2002.

4. Mortgage Financing Costs and Amortization

   Mortgage financing costs, totaling $1,796,287, are being amortized ratably over the life of the mortgage.

   Amortization expense amounts to $179,628 for each of the next five years subsequent to December 31, 2006.

5. Valuation of Long-Lived Assets

   Associates assesses the carrying amount of long-lived assets whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When Associates determines that the carrying amount of long-lived assets may be impaired, the measurement of any impairment is based on a discounted cash flow method.

6. Revenue Recognition

Basic rental income, as defined in a long-term lease, is a fixed minimum annual amount that Associates records ratably over the year. Additional rent is based on 50% of the net operating profit of the Sublessee, as defined, in excess of $1,000,000 for each lease year ending December 31st and is recorded by Associates when such amounts become determinable, at the end of each calendar year.

7. Use of Estimates:

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

3. Related Party Transactions - Rental Income

Associates does not operate the Building (Note 1). It subleases the Building to the Sublessee, a related party (Note 4), pursuant to a net operating lease dated December 27, 1961, as modified February 15, 1965. The sublease provides for the same initial term and renewal options as the leasehold, 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 basic rent during the remainder of the Sublessee's first renewal term, through January 4, 2013, is $6,018,750 (approximately $30,100,000 in the aggregate). The sublease provides for three successive renewal options of twenty-one years each, at an annual basic rent of $5,895,625 throughout all subsequent renewal terms.

Additional rent through all renewal terms under the sublease is payable in an amount equal to 50% of the Sublessee's annual net operating profit, as defined, in excess of $1,000,000. For 2007, 2006 and 2005, Sublessee reported net operating profit of $35,051,498, $38,582,657 and $33,649,958, respectively. Therefore, rent income was comprised as follows:

For the years ended December 31,
2007	2006	2005

Minim Minimum net basic rent	$ 6,018,750	$ 6,018,750	$ 6,018,750
Additional rent earned	17,025,749	18,791,329	16,324,979
	$23,044,499	$24,810,079	$22,343,729

Real estate taxes paid directly by the Sublessee for the year ended December 31, 2007 totaled $22,151,850.

4. Related Party Transactions - Supervisory and Other Services

Supervisory and other services are provided to Associates by its supervisor, Wien & Malkin LLC ("Wien & Malkin" or the "Supervisor"), a related party. Beneficial interests in Associates are held directly or indirectly by one or more persons at Wien & Malkin and/or their family members.

Wien & Malkin LLC, a limited liability company, succeeded Wien & Malkin LLP, a limited liability partnership, on November 30, 2006 without any change in duties, responsibilities, staffing, operation, rights or compensation to it as Supervisor.

Basic fees for supervisory services are $159,417 per annum. Wien & Malkin also received $104,094 during 2007 for services rendered in connection with tender offers from unrelated third parties. Wien & Malkin receives an additional payment equal to 6% of distributions to the participants in Associates. For tax purposes, such additional payment is recognized as a profits interest and the Supervisor is treated as a partner, all without modifying each Participant's distributive share of reportable income and cash distributions. Fees for supervisory services (including disbursements and cost of regular accounting services) during the years ended December 31, 2007, 2006 and 2005, totaled $1,012,856, $1,126,057 and $1,027,208, respectively, including distributions in respect of Wien & Malkin's profits interest which totaled $853,439, $966,640 and $867,791 for 2007, 2006 and 2005, respectively.

Wien & Malkin also serves as supervisor for Sublessee for which it receives a basic annual fee of $270,000. Other service fees received by Wien & Malkin from the Sublessee for the year ended December 31, 2007 totaled $301,271. Under separate agreements to which Sublessee is not a party, certain of Sublessee's participants pay Wien & Malkin and members of Peter L. Malkin's immediate family a percentage of distributions above an annual threshold. These third party payments (which totaled $460,732 in 2007 to Wien & Malkin and such Malkin family members) do not impose any obligation upon Sublessee or affect its assets and liabilities.

5. First Mortgage Payable

To finance the acquisition of the fee title to the Real Estate (Note 1) and certain related costs, Associates obtained a $60,500,000 first mortgage with North Fork Bank. The mortgage is scheduled to mature on May 1, 2012 and requires monthly payments of interest only at 6.5% per annum. The mortgage may be prepaid at any time after 24 months with the payment of a premium equal to the greater of (a) 1% of the amount prepaid and (b) an amount calculated pursuant to a prepayment formula designed to preserve the bank's yield to maturity. The mortgage is secured by a lien on the Real Estate and Associates' leasehold estate under the Master Lease of the Real Estate.

The estimated fair value of Associates' mortgage debt, based on available market information or other appropriate valuation methodologies was $63,178,583 at December 31, 2007 and the carrying value at December 31, 2006.

6. Number of Participants

There were approximately 2,762, 2,764 and 2,759 participants in the participating groups at December 31, 2007, 2006 and 2005, respectively.

7. Determination of Distributions to Participants

   Distributions to participants during each year generally reflect the excess of the current year's minimum annual rent income, plus additional rent income and dividend income earned in the prior year, over the cash expenses and mortgage requirements of the current year, adjusted for those cash reserves management judges to be suitable under the circumstances.

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

Distributions per $10,000 participation unit during the years ended December 31, 2007, 2006 and 2005, based on 3,300 participation units outstanding during each year, consisted of the following:

	Year ended December 31
	2007	2006	2005
Income	$5,172	$5,298	$3,318
Return of capital	596	0	-0-
TOTAL DISTRIBUTIONS	$5,768	$5,298	$3,318

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

9. Related Party Transactions - Fees

The accompanying statements of income reflect fees paid or owed to Wien & Malkin, a related party

( Note 4), as follows:

2007 2006 2005

Payments made or accrued $ 104,094 $ - $ -

10. Contingencies

    Wien & Malkin and Peter L. Malkin, a member in Associates, were engaged in a proceeding with Sublessee's former managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing, and supervision of the property that is subject to the Lease to Sublessee. In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Associates' allocable share of such costs is as yet undetermined, and Associates has not provided for the expense and related liability with respect to such costs in these consolidated financial statements. As a result of the August 29, 2006 settlement agreement which included termination of this proceeding, Associates will not recognize any gains or losses from this proceeding other than the possible charges for the aforementioned fees and expenses.

    The August 29, 2006 settlement agreement terminated Helmsley-Spear, Inc. as managing and leasing agent at the property as of August 30, 2006. CB Richard Ellis has been engaged as the new leasing agent, and Sublessee will self-manage the property. The $1,834,000 portion of the contract settlement payment funded from Sublessee's reserves has been deducted as an expense in computing additional rent income for 2006, so that Associates has effectively borne one-half of Sublessee's contract settlement payment expense, or $917,000.

11. Concentration of Credit Risk

		December 31,
Cash and cash equivalents consist of the following:	2007		2006
JPMorgan Chase Bank	$0		$540,469
Distribution account held by Wien & Malkin LLC	324,111		324,111
Fidelity U.S. Treasury Income Portfolio	22,837,382		21,481,882
Total cash and cash equivalents	$23,161,493		$22,346,462

Associates maintains cash and cash equivalents in two banks and in two money market funds (Fidelity U.S. Treasury Income Portfolio and North Fork Bank) and a distribution account held by Wien & Malkin. The balance in each bank is insured by the Federal Deposit Insurance Corporation up to $100,000, and at December 31, 2007 there was an uninsured balance of approximately $789,535 and at December 31, 2006 an uninsured balance of approximately $1,225,927. The money market funds are not insured. The funds (approximately $324,000 at December 31, 2007 and 2006) held by Wien & Malkin in the distribution account were paid to the participants on January 1, 2008 and January 1, 2007. Associates made an extra distribution to the participants of $13,370,544 on March 6, 2008.

12. Income Taxes

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

SCHEDULE III

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

Real Estate and Accumulated Depreciation

December 31, 2007

Column

A

Description

Land and building situated

at 350 Fifth Avenue, New York, New York.

B

Encumbrances-

North Fork Bank

Balance at December 31, 2007

$60,500,000

C

Initial cost to company

Land and building

$60,484,389

D

Cost capitalized subsequent to acquisition

None

E

Gross amount at which carried at

close of period (See Note 2 of Notes to Consolidated Financials Statements)

Land

$21,550,588

Building

38,933,801

Total (a)

$60,484,389

F Accumulated depreciation (b)

$ 5,699,520

G Date of construction

1931

H Date acquired

April 17, 2002

I Life on which depreciation of building in
latest income statements is computed			39 years
Gross amount of real estate
Balance at January 1, 2007 $60,484,389
Purchase of real estate:
	F/Y/E 12/31/07 -
	Balance at December 31, 2007			$60,484,389
The costs for federal income tax purposes are the same
as for financial statement purposes.
(b) Accumulated depreciation
		Balance at January 1, 2007			$4,701,258
		Depreciation:
		F/Y/E 12/31/07			998,262
		Balance at December 31, 2007			$5,699,520

EMPIRE STATE BUILDING COMPANY L.L.C

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

Dated:

New York, NY

April 18, 2008

Empire State Building Company L.L.C.

Contents

Page

Report of independent auditors	3
Comparative balance sheets - assets	4
Comparative balance sheets - liabilities and members' capital	5
Comparative statements of income	6
Analysis of members' capital	7
Comparative statements of cash flow	8
Notes to financial statements	9 - 13

Report of Independent Auditors

To the Members of Empire State Building Company L.L.C.

We have audited the accompanying balance sheets of Empire State Building Company L.L.C. as of December 31, 2007 and 2006, and the related statements of income, analysis of members' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 Company L.L.C. at December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

/s/ McGrath Doyle & Phair, CPA

New York, NY

April 18, 2008

Empire State Building Company L.L.C.
BALANCE SHEETS
ASSETS
		December 31,
		2007		2006
Current Assets:
	Cash and cash equivalents		$ 49,598,323		$ 38,575,462
	Due from Empire State Building, Inc.		2,500,920		3,133,929
	Due from Empire State Building
	Associates L.L.C.		974,251		-
	Accounts receivable and accrued charges
	to tenants:
	Rent and electric inclusion		3,608,056		4,725,491
	Escalation rent		591,590		1,527,986
	Cleaning services		16,806		116,480
	Prepaid expenses:
	Real estate taxes		10,984,744		11,167,106
	Rent		75,490		75,490
	Insurance premiums		912,930		964,708
	Other operating expense		184,347		524,063
	Total current assets		69,447,457		60,810,715
Fixed Assets:
	Building improvements and equipment	$66,708,284		$ 5,862,940
	Less-Accumulated depreciation	22,762,333	43,945,951	20,412,049	45,450,891
	Sub-leasehold	740,000		740,000
	Less-Accumulated depreciation	719,857	20,143	715,885	24,115
Sub-leasehold improvements in progress			20,129,653		6,867,031
	Total fixed assets		64,095,747		52,342,037
Other Assets:
	Deferred leasing commissions	48,725,487		45,176,216
	Less-Accumulated amortization	33,261,567	15,463,920	30,338,139	14,838,077
	Deferred legal fees	363,514		363,514
	Less-Accumulated amortization	330,776	32,738	306,332	57,182
	Other receivables		669,114		212,350
	Deposits - other		49,871		70,872
	Total other assets		16,215,643		15,178,481
TOTAL ASSETS			$ 149,758,847		$128,331,233

See accompanying notes and accountants' audit report.

Empire State Building Company L.L.C.
BALANCE SHEETS
LIABILITIES AND MEMBERS' CAPITAL
		December 31,
		2007		2006
Current liabilities:
	Accounts payable		$ 5,117,522		$ 2,975,794
	Accrued additional rent		-		1,291,329
	Accrued expenses		1,711,944		2,137,005
	Total current liabilities		6,829,466		6,404,128
Other liabilities:
	Security deposit trust accounts	$ 5,950,523		$ 7,125,280
	Tenants' security deposits	(5,950,523)	-	(7,125,280)	-
	Deferred real estate tax escalation income		689,665		922,836
	Lease payable		127,548		233,193
	Rents received in advance		972,390		550,415
	Total liabilities		8,619,069		8,110,572
Members' capital - December 31, 2005			141,139,778		120,220,661
	TOTAL LIABILITIES AND MEMBERS'
	CAPITAL		$ 149,758,847		$128,331,233

See accompanying notes and accountants' audit report.

Empire State Building Company L.L.C.
STATEMENTS OF INCOME
		Years Ended December 31,
		2007	2006
Revenues:
	Rental	$73,541,920	$68,835,404
	Observatory income	49,630,146	45,801,259
	Antenna license fee income	12,511,410	12,725,936
	Insurance proceeds	164,572	164,572
	Investment income	2,653,052	1,518,475
	Total revenues	138,501,100	129,045,646
Expenses:
	Basic rent	6,018,750	6,018,750
	Repairs and supplies	15,825,004	12,700,182
	Labor costs	22,069,483	20,399,594
	Advertising	790,439	629,670
	Website costs	138,311	248,556
	Utilities	2,829,629	2,596,137
	Insurance	8,256,411	8,580,948
	Real Estate taxes	22,151,849	22,708,091
	Other expenses	5,074,230	4,899,514
	Depreciation and amortization	5,302,128	5,418,203
	Settlement of litigation (net of $1,222,000
	contribution from a member)	-	1,834,000
Total expenses		88,456,234	86,033,645
Net income before overage rent		50,044,866	43,012,001
Overage rent		17,025,749	18,791,329
NET INCOME		$ 33,019,117	$ 24,220,672

See accompanying notes and accountants' audit report.

Empire State Building Company L.L.C.
ANALYSIS OF MEMBERS' CAPITAL
		2007	2006
Members' capital - January 1,		$120,220,661	$106,099,989
Net income for the year ended December 31,		33,019,117	24,220,672
		153,239,778	130,320,661
Less-Distributions:
	Monthly distributions, at $300,000 per month	(3,600,000)	(3,600,000)
	Extra distribution	(8,500,000)	(6,500,000)
MEMBERS' CAPITAL - DECEMBER 31		$141,139,778	$120,220,661

See accompanying notes and accountants' audit report.

Empire State Building Company L.L.C.
STATEMENTS OF CASH FLOW
		Years Ended December 31,
		2007	2006
Cash flows from operating activities:
Net income		$33,019,117	$ 24,220,672
Adjustments to reconcile net earnings to net
	cash provided by operating activities:
	Depreciation	2,354,256	2,354,251
	Amortization	2,947,872	3,063,952
	Changes in assets and liabilities:
	Decrease in receivables	2,153,505	1,696,491
	Increase in other receivable	(456,764)	-
	Decrease (increase) in prepaid expenses	573,856	(136,312)
	Decrease in due from Empire State Building, Inc.	633,009	1,021,748
	Increase in due from Empire State Building
	Associates L.L.C.	(974,251)	-
	Decrease (increase) in deposits	21,001	(69,892)
	Increase in accounts payable	2,141,728	143,701
	(Decrease) in accrued expenses	(1,716,390)	(857,222)
	(Decrease) in lease payable	(105,645)	(90,498)
	(Decrease) increase in deferred real estate
	tax escalation income	(233,171)	922,836
	Increase in rents received in advance	421,975	302,100
Net cash provided in operating activities		40,780,098	32,571,827
Cash flows from investing activities:
	Additions to property	(845,344)	(6,234,613)
	Additional sub-leasehold improvements in progress	(13,262,622)	-
	Increase in leasing commissions	(3,549,271)	(2,115,212)
	Net cash used for investing activities	(17,657,237)	(8,349,825)
Cash flows from financing activities:
	Distributions to members	(12,100,000)	(10,100,000)
	Net cash used in financing activities	(12,100,000)	(10,100,000)
	Net increase in cash	11,022,861	14,122,002
	Cash at beginning of year	38,575,462	24,453,460
CASH AT END OF YEAR		$49,598,323	$ 38,575,462

See accompanying notes and accountants' audit report.

Empire State Building Company L.L.C.

NOTES TO FINANCIAL STATEMENTS

NOTE

1. Business Activity

Empire State Building Company L.L.C. ("Company") is a limited liability company which leases and sublets commercial property situated at 350 Fifth Avenue, New York, NY.

2. Lease

The lease with Empire State Building Associates L.L.C. included an initial term, which expired on January 4, 1992. The leasehold may be renewed for four successive periods of 21 years at the option of Company. On January 30, 1989, Company exercised its option to renew the sub-lease for the first renewal period from January 5, 1992 through January 4, 2013. The second renewal option for the period from January 5, 2013 through January 4, 2034 must be exercised by July 4, 2010. The final term ends on January 4, 2076.

The annual basic rent during the first renewal term is $6,018,750 and is $5,895,625 during each of the remaining three renewal terms.

Additional rent is payable equal to 50% of the sub-lessee's annual net income, as defined, in excess of $1,000,000.

3. Summary of Significant Accounting Policies
1. Basis of presentation:

   The accompanying financial statements have been prepared on the accrual basis of accounting consistent with accounting principles generally accepted in the United States.

2. Conversion to Limited Liability Company:

   Effective December 17, 2001, Company converted from a partnership to a limited liability company. Ownership percentages were unchanged by the conversion, and the partnership's income tax basis in its assets and liabilities carried over to the limited liability company.

3. Accounts Receivable and Accrued Charges to Tenants:

   The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established. If accounts become uncollectible, they will be charged to operations when that determination is made. Collections on accounts previously written off are included in rental income as received.

4. Revenue Recognition:

   Rental revenue is reported as billed, based on the terms of the respective leases.

5. Deferred leasing commissions:

   Leasing commission costs are being amortized on a straight-line basis over the term of the respective tenant leases.

6. Depreciation:

   The sub-leasehold was acquired on December 27, 1961. The cost of the sub-leasehold is being depreciated on a straight-line basis. Through 1987 depreciation was computed over the initial term of the sub-leasehold at the rate of $24,633 per annum. Effective January 1, 1988 the sub-leasehold is being depreciated over the remaining initial period plus the first renewal term of 21 years. The building improvements and equipment are being depreciated on a straight-line basis over cost recovery periods ranging through thirty-nine years.

7. 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 may differ from those estimates.

8. Advertising:

   Company expenses the cost of advertising and promotions as incurred.

4. Transactions with Related Parties

Supervisory fees and other services are provided to Company by its Supervisor, Wien & Malkin LLC, a related party. Beneficial interests in Company are held directly or indirectly by one or more persons at Wien & Malkin and/or their family members. Wien & Malkin LLC, a limited liability company, succeeded Wien & Malkin LLP, a limited liability partnership, on November 30, 2006 without any change in duties, responsibilities, staffing, operation, rights, or compensation to it as Supervisor.

Service fees to Wien & Malkin are as follows:

	Year Ended
	December 31,
	2007	2006
Basic supervisory fees	$270,000	$270,000
Other fees and disbursements	238,144	243,577
Administration of tenant security deposits (a)	63,127	70,682
TOTAL	$571,271	$584,259

1. For administration and investment of each tenant security deposit account, Wien & Malkin has earned since 1973 an annual service fee of 1% of the cash account balance, in accord with the applicable statute. This fee totaled $63,127 for 535 accounts in 2007. Because this service fee is deducted from interest otherwise payable to tenants, the financial statements show no related expense to Company.

Under separate agreements to which Company is not a party, (a) participants in a 10% interest in Company held of record by Peter L. Malkin pay members of Mr. Malkin's immediate family 12.5%, and other persons having no management role or ownership interest in Wien & Malkin 12.5%, of their share of the group's operating distributions in excess of $252,000 for any year and capital transaction distributions in excess of such annual priority plus return of capital, (b) participants in a 5% interest in Company held of record by Peter L. Malkin pay such Malkin family members 12.5%, and such other persons 12.5%, of their share of the group's operating distributions in excess of $126,000 for any year and capital transaction distributions in excess of such annual priority plus return of capital, (c) participants in an 8.3125% interest in Company pay Wien & Malkin 10%, such Malkin family members 22.5%, and such other persons 22.5%, of their share of the group's operating distributions in excess of $149,625 for any year and capital transaction distributions in excess of such annual priority plus return of capital, and (d) certain holders aggregating less than 5% of the interests in Company pay a portion of their distributions to Wien & Malkin and other persons.

These third party payments (which totaled $460,732 to Wien & Malkin and such Malkin family members in 2007) do not impose any obligations upon Company or affect its assets and liabilities.

Wien & Malkin also serves as supervisor for the Company's lessor and receives from the lessor a basic annual fee and an additional payment based on distributions to its investors. Beneficial interests in the lessor are held directly or indirectly by one or more persons at Wien & Malkin and/or their family members.

5. Income Taxes

   The Company does not itself pay a tax on its income. Instead, any such taxes are paid by the members in their individual capacities.

6. Contingent Liabilities

   Wien & Malkin LLC and Peter L. Malkin, a member in Company, were engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of Company's property in which Wien & Malkin and Mr. Malkin sought an order removing Helmsley-Spear. In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin and certain costs related to terminating such proceedings may be incurred in the future. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that ( a ) a competent tribunal authorizes payment by Company or ( b ) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Company's allocable share of such costs is as yet undetermined and Company has not provided for the expense and related liability with respect to such costs in these financial statements.

   The original action was commenced in June 1997 and was referred to arbitration. The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirmed the right of the investors to vote to terminate Helmsley-Spear without cause, (ii) dismissed Helmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejected the termination of Helmsley-Spear for cause. The parts of the decision under appeal were initially affirmed by the Appellate Division, and the New York Court of Appeals declined to review such ruling. On October 6, 2003, the United States Supreme Court granted Wien & Malkin's petition, vacated the judgment of the Appellate Division and remanded the case to the New York court.

   On October 14, 2004, the Appellate Division issued a unanimous decision reversing the Arbitrators, and decided (i) that there was a covert assignment without Company's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which had represented itself to be Company's managing agent since September 1997, in fact never received a valid assignment to become Company's managing agent. Company's previously authorized managing agent, the original corporation named "Helmsley-Spear," was owned by Harry B. Helmsley and is no longer active. On February 21, 2006, the Court of Appeals reversed the decision of the Appellate Division and reinstated the decision of the Arbitrators, including items (i), (ii) and (iii) in the preceding paragraph. On July 21, 2006, Wien and Malkin filed a certiorari petition seeking review by the U.S. Supreme Court, which it later withdrew as part of an August 29, 2006 settlement agreement terminating claims broadly by exchange of general releases between Helmsley-Spear, Irving Schneider, and their related parties on one hand, and Leona M. Helmsley, Peter L. Malkin, Wien & Malkin, various property owners supervised by Wien & Malkin, and their related parties, on the other.

   In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in Company, brought litigation against Company's supervisor, Wien & Malkin, and member, Mr. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Company. In March 2002, the court dismissed Mr. Schneider's claims. Although Mr. Schneider thereafter appealed the dismissal, the claim was withdrawn prior to 2006 and is no longer pending.

7. Concentration of Cash Credit Risk

   Cash balances are maintained in bank and money market funds. The Federal Deposit Insurance Corp. insures bank balances up to $100,000 each.

   As of December 31, 2007, uninsured balances amount to approximately the following:

   Cash distribution account	$ 300,000
   Money Market Account - NFB	2,101,320
   Treasury cash series - NFB Investment Services	45,685,158
   Cash in operating account	280,158
   Investments in Fidelity Money Market
   Trust Funds (U.S. Treasury Income Portfolio)	1,209,408
   	$49,576,044

8. Building Improvement Programs

Company has ongoing building improvement programs, which are in various stages of completion. The approximate committed balance on these programs is $15,030,000.

9. Multiemployer Pension Plan

In connection with Company's collective-bargaining agreements with the Service Employees Janitorial International Union - Local 32B-32J and the Central Pension Fund - Local 94, Company participates with other companies in two defined benefit pension plans. The plans cover all of Company's janitorial and engineering employees who are members of the unions. These two plans are not administered by Company and contributions are determined in accordance with provisions of negotiated labor contracts. Pension expense is not material to the financial statements for any period presented.

Under the Employees Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, an employer is liable upon withdrawing from or the termination of a multiemployer plan for its proportionate share of the plan's unfunded vested benefits liability. Management has no intention of undertaking any action, which could subject Company to this obligation.

10. Rental Income

The Company leases office and retail space to tenants under noncancelable operating leases with various terms. The following is a schedule of future minimum rents (excluding tenant real estate tax, electricity and operating expense reimbursements) under leases at December 31, 2007:

2008	$ 73,112,337
2009	79,783,158
2010	74,782,482
2011	64,762,180
2012	58,176,525
	$350,616,682

EMPIRE STATE BUILDING AND OBSERVATORY

COMPARATIVE COMBINED STATEMENT OF INCOME

YEARS ENDED

DECEMBER 31, 2007

AND

DECEMBER 31, 2006

Dated:

New York, NY

March 12, 2008

Empire State Building Company L.L.C.

60 East 42nd Street

New York, NY 10165

We have audited the accompanying Comparative Combined Statement of Income of Empire State Building and Observatory for the years ended December 31, 2007 and 2006 for the purpose of determining "Net Operating Profit" and "Overage Rent" as those terms are defined in Section 2.05 of Agreement of Sublease dated December 27, 1961. During the years ended December 31, 2007 and 2006, the entire building, with the exception of the Observatory, was operated by Empire State Building Company L.L.C. and the Observatory was operated by Empire State Building, Inc. The Combined Statement of Income is the responsibility of the management of Empire State Building Company L.L.C. and Empire State Building, Inc. Our responsibility is to express an opinion on the Combined Statement of Income based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Statement of Income is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Combined Statement of Income. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accompanying Comparative Combined Statement of Income of Empire State Building and Observatory presents fairly, in all material respects, the Net Operating Profit and Overage Rent for the years ended December 31, 2007 and 2006, in conformity with Section 2.05 of the aforementioned Agreement dated December 27, 1961.

/s/ McGrath Doyle & Phair, CPA

New York, NY

March 12, 2008

Empire State Building and Observatory
COMPARATIVE COMBINED STATEMENT OF INCOME
					Increase
			2007	2006	(Decrease)
INCOME
	Rent, including electricity		$ 85,504,396	$ 80,253,242	$ 5,251,154
	Observatory admissions		56,798,756	50,487,048	6,311,708
	Other observatory income		5,602,192	5,629,119	(26,927)
	Antenna rent		12,511,410	12,725,936	(214,526)
	Insurance proceeds		164,572	164,572	-
	Lease cancellation		657,897	122,016	535,881
	Other		3,180,762	2,016,452	1,164,310
	Total income		164,419,985	151,398,385	13,021,600
OPERATING EXPENSES
	Rent		6,018,750	6,018,750	-
	Real estate taxes		22,151,849	22,708,091	(556,242)
	Wages, contract cleaning and protection service		16,935,189	15,328,820	1,606,369
	Electricity		15,310,350	13,348,837	1,961,513
	Tenants' and building alterations, repairs and supplies		29,909,862	18,842,905	11,066,957
	Management fees and leasing commissions		3,549,270	2,235,212	1,314,058
	Observatory:
		Wages	5,936,445	4,722,644	1,213,801
		Contracted labor	2,588,262	2,258,466	329,796
		Advertising and public relations	979,360	573,372	405,988
		Payroll taxes and other labor cost	2,310,893	1,935,805	375,088
		Other taxes and expenses	1,431,837	1,011,335	420,502
	Steam		2,566,981	2,387,507	179,474
	Professional fees (Note 1)		3,738,257	3,490,270	247,987
	Payroll taxes and other labor costs		5,134,294	5,060,686	73,608
	Insurance		8,256,411	8,580,948	(324,537)
	Water and sewer		262,648	208,630	54,018
	Rubbish removal		23,106	91,892	(68,786)
	Advertising		928,750	878,226	50,524
	Telephone		118,269	94,063	24,206
	Sprinkler alarm service		193,501	179,636	13,865
	Directory service		41,321	43,601	(2,280)
	Paging and other intercommunication		200,738	134,441	66,297
	Dues		48,668	37,440	11,228
	Lease cancellation fee		-	300,000	(300,000)
	Settlement of litigation (net of $1,222,000 contribution
	from a member)		-	1,834,000	(1,834,000)
	Other expenses		733,476	510,151	223,325
	Total expenses before overage rent		129,368,487	112,815,728	16,552,759
NET OPERATING PROFIT			$ 35,051,498	$ 38,582,657	$ (3,531,159)
OVERAGE RENT, 50% OF NET OPERATING PROFIT
	IN EXCESS OF $1,000,000		$ 17,025,749	$ 18,791,329	$ (1,765,580)

Empire State Building and Observatory

NOTES TO COMBINED STATEMENT OF INCOME

NOTE

1.     Professional fees in 2007 and 2006 include payments to Wien & Malkin LLC aggregating $571,271 and $584,259, respectively, including supervisory fees of $270,000 in each year. A member in Wien & Malkin LLC is a member in Company.

                    2.     Contingent Liabilities

Wien & Malkin LLC and Peter L. Malkin, a member in Company, were engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of Company's property in which Wien & Malkin and Mr. Malkin sought an order removing Helmsley-Spear. In this connection, certain costs for legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin and certain costs related to terminating such proceedings may be incurred in the future. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that ( a ) a competent tribunal authorizes payment by Company or ( b ) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Company's allocable share of such costs is as yet undetermined and Company has not provided for the expense and related liability with respect to such costs in these financial statements.

The original action was commenced in June 1997 and was referred to arbitration. The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirmed the right of the investors to vote to terminate Helmsley-Spear without cause, (ii) dismissed Helmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejected the termination of Helmsley-Spear for cause. The parts of the decision under appeal were initially affirmed by the Appellate Division, and the New York Court of Appeals declined to review such ruling. On October 6, 2003, the United States Supreme Court granted Wien & Malkin's petition, vacated the judgment of the Appellate Division and remanded the case to the New York court for further consideration of the issues raised by Wien & Malkin's appeal.

On October 14, 2004, the Appellate Division issued a unanimous decision reversing the Arbitrators. The Appellate Division decided (i) that there was a covert assignment without Company's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which had represented itself to be Company's managing agent since September 1997, in fact never received a valid assignment to become Company's managing agent. Company's previously authorized managing agent, the original corporation named "Helmsley-Spear," was owned by Harry B. Helmsley and is no longer active. On February 21, 2006, the Court of Appeals reversed the decision of the Appellate Division and reinstated the decision of the Arbitrators, including items (i), (ii) and (iii) in the preceding paragraph. On July 21, 2006, Wien & Malkin filed a certiorari petition seeking review by the U.S. Supreme Court, which it later withdrew as part of an August 29, 2006 settlement agreement terminating claims broadly by exchange of general releases between Helmsley-Spear, Irving Schneider, and their related parties on the one hand, and Leona M. Helmsley, Peter L. Malkin, Wien & Malkin, various property owners supervised by Wien & Malkin, and their related parties, on the other.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in Company, brought litigation against Company's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Company. In March 2002, the court dismissed Mr. Schneider's claims. Although Mr. Schneider thereafter appealed this dismissal, the claim was withdrawn prior to 2006 and is no longer pending.