10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

[ ] 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 0-2666

250 WEST 57th ST. ASSOCIATES L.L.C.

(Exact name of registrant as specified in its charter)

A New York Limited Liability Company 13-6083380

(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)

(212) 687-8700

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

An Exhibit Index is located on Page 14 of this Report. Number of pages (including exhibits) in this filing: 14

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

250 West 57^th St. Associates L.L.C.

Condensed Statements of Income

(Unaudited)

For the Three Months

Ended March 31,

2004 2003

Income:

Basic rent, from a related party (Note B)	$203,723		$179,449
Advance of primary overage rent from a related party (Note B)	188,000		188,000
Dividend income	104		-0-
Interest income	6,898		4,654
Total income	398,725	372,103

Expenses:

Interest on mortgage	200,236	172,095
Supervisory services, to a related party (Note C)	15,000	15,000
Depreciation of building improvements	71,801	52,650
Amortization of mortgage refinancing costs	25,687	25,687
Miscellaneous	500	325
Total expenses	313,224	265,757
Net Income	$85,501	$106,346
Earnings per $5,000 participation unit, based on 720 participation units outstanding during the period	$118.75	$ 147.70

Distributions per $5,000 participation unit

consisted of the following:

Income	$ 118.75	$ 147.70
Return of Capital	131.25	102.30
Total distributions	$ 250.00	$ 250.00

At March 31, 2004 and 2003, there were $3,600,000 of participation units outstanding.

See notes to the condensed financial statements.

250 West 57th St. Associates L.L.C.

Condensed Balance Sheets

(Unaudited)

Assets	March 31, 2004	December 31, 2003
Current assets: Cash and cash equivalents	$3,453,155	$3,514,489
Rent receivable	-0-	23,257
Receivable from participants re: NYS estimated tax	7,795	0
Total current assets	3,460,950	3,537,746
Real estate, at cost: Property situated at 250-264 West 57th Street, New York, New York: Land	2,117,435	2,117,435
Building	4,940,682	4,940,682
Less: accumulated depreciation	4,940,682	4,940,682
	0	0
Building improvements and equipment	11,969,818	11,319,669
Less: Accumulated depreciation	1,203,262	1,131,461
	10,766,556	10,188,208
Building improvements in progress	332,563	658,190
Total real estate	13,216,554	12,963,833
Other assets: Mortgage refinancing costs	517,770	517,770
Less: Accumulated amortization	346,232	320,545
Total other assets	171,538	197,225
Total assets	$ 16,849,042	$16,698,804

250 West 57th St. Associates L.L.C.

Condensed Balance Sheets

(Unaudited)

(CONTINUED)

Liabilities and Members' Deficiency:	March 31, 2004	December 31, 2003
Current liabilities:
Due to Fisk Building Associates L.L.C., a related party	$ 2,881,423	$ 2,636,327
Accrued interest on mortgage	66,651	64,894
Accounts payable	0	2,116
Total current liabilities	2,948,074	2,703,337
Long-term liabilities First mortgage payable (Note B)	15,500,000	15,500,000
Total liabilities	18,448,074	18,203,337
Members' Deficiency:
March 31, 2004	(1,599,032)	0
December 31, 2003	0	(1,504,533)
Total liabilities and members' deficiency: March 31, 2004	$16,849,042
December 31, 2003		$16,698,804

See notes to the condensed financial statements.

250 West 57^th St. Associates L.L.C.

Statements of Members' Deficiency

(Unaudited)

	For the Three Months Ended March 31, 2004 3	For the Year Ended December 31, 2003
Members' deficiency:
January 1, 2004 January 1, 2003	$(1,504,533)	$(1,186,698)
Add, Net income:
January 1, 2004 through March 31, 2004	85,501	0
January 1, 2003 through December 31, 2003	0	2,501,788
	( 1,419,032)	1,315,090
Less Distributions:
Distributions January 1, 2004 through March 31, 2004	180,000	0
Distributions January 1, 2003 through December 31, 2003	0	720,000
Distribution, November 30, 2003	0	2,099,623
	180,000	2,819,623
Members' deficiency:
March 31, 2004 December 31, 2003	$ (1,599,032)	$(1,504,533)

See notes to the condensed financial statements.

250 West 57th St. Associates L.L.C.

Condensed Statements of Cash Flows

(Unaudited)

For the Three Months

Ended March 31,

2004 2003

Cash flows from operating activities: Net income	$ 85,501	$ 106,346
Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of building improvements	71,801	52,650
Amortization of mortgage refinancing costs	25,687	25,687
Change in rent receivable	23,257	(17,056)
Change in accrued interest payable	1,757	2,161
Change in accounts payable	(2,116)	0
Net cash provided by operating activities	205,887	169,788
Cash flows from investing activities:
Change in receivable from participants	(7,795)	0
Net cash used in investing activities	(7,795)	(4,654)
Cash flows from financing activities:
Cash distributions	(180,000)	(180,000)
Payments to Fisk Building Associates L.L.C.	(79,426)	0
Net cash used in financing activities	(259,426)	(180,000)
Net decrease in cash and cash equivalents	(61,334)	(10,212)
Cash and cash equivalents, Beginning of period	3,514,489	2,206,818
Cash and cash equivalents, end of period	$ 3,453,155	$ 2,196,606
Cash paid for: Interest	$ 198,479	$ 169,934

See notes to the condensed financial statements.

250 West 57th St. Associates L.L.C.

Condensed Statements of Cash Flows

(Unaudited)

For the Three Months

Ended March 31,

2004 2003

Supplemental disclosure of

noncash investing and financing

activities:

Building improvements purchased

by means of a financing agreement

with the lessee as follows: $324,522 $669,397

======= =======

Notes To Condensed Financial Statements (unaudited)

Note A Organization and Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2004, its results of operations and cash flows for the three months ended March 31, 2004 and 2003, and its changes in members' deficiency for the three months ended March 31, 2004. Information included in the condensed balance sheet as of December 31, 2003 has been derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2003 (the "10-K") previously filed with the Securities and Exchange Commission (the "SEC"). Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from these financial statements unless signifi cant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements, notes to financial statements and the other information in the 10-K. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year.

Note B Interim Period Reporting

Registrant is a New York limited liability company which was organized as a joint venture on May 25, 1953. On September 30, 1953, Registrant acquired fee title to the "Fisk Building" (the "Building") and the land thereunder located at 250-264 West 57th Street, New York, New York (collectively, the "Property"). On November 30, 2001, Registrant converted to a limited liability company under New York law and is now known as 250 West 57^th St. Associates L.L.C. The conversion does not change any aspect of the assets and operations of Registrant other than to protect its participants from liability to a third party. Registrant's members are Peter L. Malkin and Anthony E. Malkin (collectively the "Agents"), each of whom also acts as an agent for holders of participations in his respective member interests in Registrant (the "Participants").

Registrant leases the Property to Fisk Building Associates L.L.C. (the "Net Lessee"), under a long-term net operating lease (the "Net Lease"), the current term of which expires on September 30, 2028. Net Lessee is a New York limited liability company, and entities created by Peter L. Malkin for family members are beneficial owners of interests in the Net Lessee. In addition, the Agents are at Wien & Malkin LLP, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and Net Lessee ("Supervisor"). See Note C of this Item 1.

Under the Net Lease, effective May 1, 1975, between Registrant and the Net Lessee, basic rent was equal to mortgage principal and interest payments plus $28,000 payable to Wien & Malkin LLP for supervisory services. The lease modification dated November 17, 2000 between Registrant and Net Lessee provides that the basic rent will be equal to the sum of $28,000 plus the installment payments for interest and amortization (not including any balloon payment due at maturity) required annually under the new $15,500,000 first mortgage loan (the "First Mortgage") from Emigrant Savings Bank. Basic rent is payable in monthly installments on the first day of each calendar month in an amount equal to $2,333.33 plus the projected debt service due on the First Mortgage on the first day of the ensuing calendar month (with a reconciliation to be made as soon as practicable thereafter). Basic rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on the Firs t Mortgage.

Net Lessee is required to make a monthly payment to Registrant, as an advance against Primary Overage Rent, of an amount equal to its operating profit for its previous lease year in the maximum amount of $752,000 per annum. Net Lessee currently advances $752,000 each year, which permits Registrant to make regular monthly distributions at 20% per annum on the Participants' remaining original cash investment.

For the lease year ended September 30, 2003, Net Lessee reported net operating profit of $5,458,832 after deduction of Basic Rent. Net Lessee paid Primary Overage Rent of $752,000, together with Secondary Overage Rent of $2,330,161 for the fiscal year ended September 30, 2003. The Secondary Overage Rent of $2,330,161 represents 50% of the excess of the net operating profit of $5,458,832 over $752,000, less $23,255 representing interest earned and retained by Registrant on funds borrowed for the improvement program. Secondary overage rent payable of $2,330,161 plus $23,255 of interest income was available for distribution to the participants. After deducting $233,292 incurred to Supervisor as an additional payment for supervisory services, $20,000 for advances of New York State estimated tax paid on behalf of non-resident individual participants and annual New York State limited liability company filing fees of $500, the balance of $2,099,624 was distributed to the Participants on Novemb er 30, 2003.

Secondary Overage Rent income is recognized when earned from Net Lessee, at the close of the lease year ending September 30. Such income is not determinable until Net Lessee, pursuant to the Net Lease, renders to Registrant a report on the Net Lessee's operation of the Property. The Net Lease does not provide for the Net Lessee to render interim reports to Registrant, so no income is reflected for the period between the end of the lease year and the end of Registrant's fiscal year.

The Net Lessee has exercised its option to renew the Net Lease for a period of 25 years from October 1, 2003 through September 30, 2028. The Participants in Registrant have consented to the granting of options to the Net Lessee to extend the Net Lease for three additional 25-year renewal terms on or before the expiration of the then applicable renewal term.

Effective November 17, 2000, a new first mortgage was placed on the Property with Emigrant Savings Bank in the amount of $15,500,000. The First Mortgage matures on December 1, 2005. At the closing, the amount of $7,000,000 was advanced to pay off the existing first and second mortgages held by Apple Bank for Savings and to pay for closing and related costs and the costs of improvements made to the Property. During 2002, an additional $5,000,000 was advanced. The balance of the First Mortgage loan was advanced in stages through May 31, 2003 to pay for additional improvements to the Property.

Monthly payments under the mortgage are interest only. Amounts advanced at the closing bore interest at the rate of 7.511% throughout the term of the mortgage until June 1, 2003. Amounts advanced after the closing bore interest at a floating rate equal to 1.65 percentage points above 30, 60, 90, 180 or 360 day LIBOR or the yield on 30-day U.S. Treasury Securities, as selected by Associates.

On June 1, 2003 the interest rate on all amounts advanced following the closing was converted to a fixed rate of 3.12% equal to 1.65 percentage points above the then-current yield on U.S. Treasury Securities having the closest maturity to December 1, 2005.

The mortgage may be prepaid at any time, in whole only, upon payment of a prepayment penalty based on a yield maintenance formula. There will be no prepayment penalty if the mortgage is paid in full during the last 90 days of the term thereof.

Note C Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. Supervisor receives as compensation an annual fee of $40,000, payable in equal monthly installments ("Basic Payment"), and 10% of all distributions to Participants in any year in excess of the amount representing a return to them at the rate of 15% per annum on their remaining cash investment ("Additional Fee"). At March 31, 2004, the Participants' remaining cash investment was $3,600,000. Supervisor receives $20,000 a year as an advance against the Additional Fee, which Registrant expenses each month. Of the annual $40,000 Basic Payment, $28,000 is paid from Basic Rent and $12,000 is paid from Primary Overage Rent received by Registrant. Any Additional Fee is payable from Secondary Overage Rent.

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

Registrant also pays Supervisor for other services at hourly rates. No remuneration was paid during the three month period ended March 31, 2004 by Registrant to either of the Members as such.

Reference is made to Note B of Item 1 ("Note B") for a description of the terms of the Net Lease between Registrant and Net Lessee. The respective interests, if any, of each Member in Registrant and in Net Lessee arise solely from ownership of participations in Registrant and partnership interests or participations in Net Lessee. The Members receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or partners in Net Lessee. However, all of the Members, who hold senior positions at Supervisor, by reason of their positions at Supervisor, are entitled to receive their pro rata share of any supervisory or other remuneration paid to Supervisor for services rendered to Registrant and Net Lessee.

As of March 31, 2004, certain of the Members in Registrant held additional Participations as follows:

Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $88,333 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that such Trusts are required to complete scheduled payments to Peter L. Malkin.

Peter L. Malkin owned of record as trustee, but not beneficially, $10,000 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations.

Anthony E. Malkin owned of record as trustee, but not beneficially, $8,333 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Item 2. 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 financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-Q. 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.

Financial Condition and Results of Operations

Registrant was organized solely for the purpose of owning the Property subject to a net operating lease of the Property held by Net Lessee. Registrant is required to pay, from Basic Rent, the charges on the First Mortgage and amounts for supervisory services, and then to distribute the balance of such Basic Rent to holders of Participations. See Note C. Pursuant to the Net Lease, Net Lessee has assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property.

Registrant's results of operations are affected primarily by the amount of rent payable to it under the Net Lease. The amounts of Primary Overage Rent and Secondary Overage Rent are affected by the New York City economy and its real estate market. It is difficult to forecast the New York City economy and real estate market.

Registrant does not pay dividends. During the three month period ended March 31, 2004, Registrant made regular monthly distributions of $83.33 for each $5,000 participation ($1,000 per annum for each $5,000 participation). On November 30, 2003, Registrant made an additional distribution of $2,916 for each $5,000 participation. Such distribution represented the balance of Secondary Overage Rent paid by Net Lessee in accordance with the terms of the Net Lease after deducting the Additional Payment to Supervisor and a reserve for advances of New York State estimated taxes for non-resident participants and annual NYS LLC filing fees. See Notes B and C. There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions depends on the ability of Net Lessee to make monthly payments of Basic Rent, Primary Overage Rent and Secondary Overage Rent to Registrant in accordance with the terms of the Net Lease. Registrant expects to make distributions so long as it receives the payments provided for under the Net Lease. See Note B.

The following summarizes with respect to the current period and corresponding period of the previous year, the material factors affecting Registrant's results of operations for such periods:

Total income increased for the three-month period ended March 31, 2004, as compared with the three-month period ended March 31, 2003. Such increase was the result of an increase in Basic Rent received from the Net Lessee, an increase in interest income and dividend income for the three-month period ended March 31, 2004 as compared with the three-month period ended March 31, 2003.

Total expenses increased for the three-month period ended March 31, 2004, as compared to the three-month period ended March 31, 2003. Such increase resulted from an increase in interest on the mortgage, an increase in depreciation and miscellaneous expense for the three-month period ended March 31, 2004 as compared with the three-month period ended March 31, 2003.

Liquidity and Capital Resources

Registrant's liquidity has improved at March 31, 2004, as compared with March 31, 2003 as a result of the draw down of additional loan proceeds of $3,000,000. Costs relating to the improvement program are funded from proceeds of the First Mortgage of $15,500,000, of which all has been drawn at March 31, 2004. Registrant may from time to time establish a reserve for contingent or unforeseen liabilities.

No amortization payments are due under the First Mortgage to fully satisfy the outstanding principal balance at maturity, and furthermore, Registrant does not maintain any reserve to cover the payment of such Mortgage indebtedness at maturity. Therefore, repayment of the Mortgage will depend on Registrant's ability to arrange a refinancing. Assuming that the Property continues to generate an annual net profit in future years comparable to that in past years, and assuming further that current real estate trends continue in the geographic area in which the Property is located, Registrant anticipates that the value of the Property would be well in excess of the amount of the Mortgage balance at maturity.

Registrant anticipates that funds for working capital for the Property will be provided by rental payments received from Lessee and, to the extent necessary, from additional capital investment by the members in the Net Lessee and/or external financing.

Inflation

Registrant believes that there has been no material change in the impact of inflation on its operations since the filing of its report on Form 10-K for the year ended December 31, 2003.

Item 4. Controls and Procedures.

1. Evaluation of disclosure controls and procedures. The person(s) 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 the end of the period have concluded that Registrant's disclosure controls and procedures were adequate and designed to ensure that material information relating to Registrant would be made known to them 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Property of Registrant ("Associates") is the subject of the following pending litigation:

Wien & Malkin LLP and Peter L. Malkin, a member of Net Lessee, have been engaged in a proceeding with Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing and supervision of the property in which Wien & Malkin and Mr. Malkin have 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 additional costs are expected to be incurred. 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 Associates 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 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) reaffirms the right of the investors in Net Lessee to vote to terminate Helmsley-Spear without cause, (ii) dismisses Helmsley-Spear's claims against Wien & Malkin and Peter L. Malkin, and (iii) rejects 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, for which briefing has been completed.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear, and is a 5% member of Net Lessee, brought litigation against Net Lessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for Net Lessee. In March 2002, the court dismissed Mr. Schneider's claims. Mr. Schneider has appealed this dismissal. Wien & Malkin and Mr. Malkin are defending against these claims.

At Net Lessee's May 20, 2002 special meeting, a vote of the investors was conducted on proposals for the removal without cause of Helmsley-Spear as managing and leasing agent and its replacement by a designated independent firm, including payment by Net Lessee of the expenses for the preparation of the solicitation statement, the solicitation of votes, and the implementation of the new program. On May 21, 2002, the proponents of the proposals, Peter L. Malkin and Wien & Malkin, filed a court application to determine and confirm all investors' votes for removal without cause and replacement and to set the final date for Helmsley-Spear's termination. After Helmsley-Spear filed objections, the court confirmed such votes and ruled that Helmsley-Spear has been discharged. Helmsley-Spear's subsequent appeals since September 2002 have been denied, and the proponents believe the time has expired for further Helmsley-Spear appeal, so that the court's confirmation of the May 20, 2002 vote to replace Helmsley-Spear may now be considered final. Helmsley-Spear has indicated it believes it has further appeal rights but has not to date filed any further appeal. Since November 20, 2002, Helmsley-Spear has not been the managing and leasing agent and has been replaced by Cushman & Wakefield.

In accord with Net Lessee's May 20, 2002 vote, the expenses for the preparation of the solicitation statement, the solicitation of votes and the implementation of the new program are being paid by Net Lessee. Such payments have totaled $287,348 (including fees of $75,000 plus disbursements of $11,077 to Wien & Malkin), and have been included in other professional fees in the years 2002, 2003 and 2004 as applicable.

Item 6. Exhibits and Reports on Form 8-K.

1. The exhibits hereto are being incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 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 14, 2003 (collectively, the "Power").

250 WEST 57^TH ST. ASSOCIATES L.L.C.

(Registrant)

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact*

Date: May 17, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned as Attorney-in-Fact for each of the Members in Registrant, pursuant to the Power, on behalf of Registrant on the date indicated.

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact*

Date: May 17, 2004

______________________________________________________________________________

* Mr. Labell supervises accounting functions for Registrant.

Exhibit 31.1

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of 250 West 57^th St. 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 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 officer(s) 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 the 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: May 17, 2004

By /s/ Mark Labell

Name: Mark Labell

Title: Member of Wien & Malkin LLP, Supervisor of 250 West 57^th St. Associates L.L.C.

Exhibit 31.2

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of 250 West 57^th St. 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 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 officer(s) 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 the 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: May 17, 2004

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Member of Financial/Accounting Staff of Wien & Malkin LLP, Supervisor of 250 West 57^th St. Associates L.L.C.

EXHIBIT INDEX

Number	Document	Page*
3 (a)	Attached hereto as Exhibit 3(c) is Registrant's Consent and Operating Agreement dated as of November 30, 2001 as a Limited Liability Company which incorporates by reference the Registrant's prior Joint Venture Agreement, dated May 25,1953 which was filed as Exhibit No. 1 to Registrant's Registration Statement on Form S-1 (the "Registration Statement") and itself incorporated by reference as an exhibit it hereto.
3 (b)	Amended Buisness Certificate of Registrant filed with the Clerk of New York County on July 24, 1998, reflecting a change in the Partners of Registrant effective as of April 15, 1998, 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 November 30, 2001
3 (d)	Registrant's Consent and Operating Agreement dated as of November 30, 2001
13(a)	Letter to Participants dated April 30, 2004 and supplementary financial reports for the fiscal year ended December 31, 2003. The foregoing material shall not be deemed "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934.
24	Powers of Attorney dated October 14, 2003 between Partners in Registrant and Mark Labell which is filed as Exhibit 24 to Registrant's 10-Q for the quarter ended September 30, 2003 and is incorporated by reference as an exhibit hereto.

EXHIBIT INDEX

(cont.)

Number	Document	Page*
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 32.1

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 a member of Wien & Malkin LLP, the supervisor* of 250 West 57^th St. Associates L.L.C.("Registrant") to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended March 31, 2004 (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: May 17, 2004

By /s/ Mark Labell

Mark Labell

Wien & Malkin LLP, 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 LLP. Accordingly, this Chief Executive Officer certification is being signed by a member of Registrant's supervisor.

Exhibit 32.2

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 LLP, the supervisor* of 250 West 57^th St. Associates L.L.C.("Registrant"), to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended March 31, 2004 (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: May 17, 2004

By /s/ Mark Labell

Mark Labell

Wien & Malkin LLP, 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 LLP. Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant's supervisor.

EX-13

[LETTERHEAD OF WIEN & MALKIN LLP]

April 30, 2004

To Participants in 250 West 57^th St. Associates L.L.C.

Federal Identification Number 13-6083380

We enclose the annual report of 250 West 57^th St. Associates L.L.C. ("Associates") for the year ended December 31, 2003. Associates, which is treated as a partnership for income tax purposes, owns the Fisk Building at 250 West 57^th Street, New York City.

The reported income for 2003 was $2,501,788. This was less than distributions of $2,819,623 representing the current monthly distributions totaling $720,000 per annum and the additional distribution of $2,099,623, which was paid to participants on November 30, 2003. The difference results primarily from depreciation of building improvements and amortization of mortgage refinancing costs.

Since the inception of this investment, a portion of the distributions has constituted a return of capital, and has not been reportable as income. As a result, the book value on December 31, 2003 of an original cash investment of $10,000 was a deficit balance of $4,179.

Additional rent for the lease year ended September 30, 2003 was $3,105,416 (including $23,255 of interest earned and retained on funds borrowed for the improvement program) or an excess of $2,353,416 over advances of $752,000 by the lessee against additional rent ($720,000 to participants, $32,000 to Wien & Malkin LLP). As approved by the participants, Wien & Malkin LLP receives an additional payment for supervisory services of 10% of distributions in excess of 15% per annum on the original cash investment of $3,600,000. After reserving $20,000 for advances by Associates for payment of New York State 2004 estimated tax for non-resident individual investors and deducting $500 for the annual New York State 2004 LLC filing fees, $2,332,915 is available for distribution. Accordingly, Wien & Malkin LLP received $233,292 of the additional rent and the balance of $2,099,623 was distributed to the participants on November 30, 2003. The additional distribution of $2,099,623 represen ted an annual return of about 58.3% on the original cash investment of $3,600,000. Regular monthly distributions are at the rate of 20% per annum on the cash investment so that total distributions for the year ended December 31, 2003 were about 78.3% on the original cash investment.

Schedule K-1 forms (Form 1065), containing 2003 tax information, were mailed to the participants on March 12, 2004.

If you have any question about the enclosed material, please communicate with our office.

Cordially yours,

WIEN & MALKIN LLP

By: Mark Labell

ML:fm

Encs.

250 WEST 57^TH STREET ASSOCIATES L.L.C.

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

[LETTERHEAD OF J.H. COHN LLP]

Independent Auditors' Report

To the Members' of

250 West 57^th Street Associates L.L.C.

We have audited the accompanying balance sheet of 250 West 57^th Street Associates L.L.C. ("Associates") at December 31, 2003, and the related statements of income and members' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Associates' management. Our responsibility is to express an opinion on these financial statements 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 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.

As more fully described in Note 2 to the financial statements, Associates has computed depreciation in accordance with the Modified Accelerated Cost Recovery System required for federal income tax purposes, which does not allocate depreciation to expense over the estimated useful lives of the assets. In our opinion, those assets should be depreciated over their estimated useful lives to conform with accounting principles generally accepted in the United States of America ("US GAAP"). If the financial statements were corrected for that departure from US GAAP, based on a straight line depreciation method, accumulated depreciation would be increased by approximately $2,400,000 at December 31, 2003 and net income would be decreased by approximately $223,000 for the year then ended.

In our opinion, except for the effects of computing depreciation as discussed in the preceding paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of 250 West 57^th Street Associates LLC at December 31, 2003, 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.

New York, New York

March 1, 2004

250 WEST 57TH STREET ASSOCIATES L.L.C.
BALANCE SHEET
DECEMBER 31, 2003
ASSETS
Cash and money market accounts:
		Fleet Bank - checking					$ 127,286
		Emigrant Savings Bank - checking					66,937
		Distribution account held by Wien & Malkin LLP					60,000
		Emigrant Savings Bank - money market					3,202,884
		Fidelity Investments - money market					57,382
Total cash and money market accounts							3,514,489
Rents receivable							23,256
Fisk Building, 250 West 57th Street, New York City:
	Land				$ 2,117,435
	Building		$ 4,940,682
		Accumulated depreciation	(4,940,682)		-
	Building improvements		11,319,669
		Accumulated depreciation	(1,131,461)		10,188,208
	Improvements in progress				658,190		12,963,833
Mortgage refinancing costs, net of accumulated
		amortization of $320,544					197,226
		Total assets					$ 16,698,804
LIABILITIES AND MEMBERS' DEFICIT
Mortgage payable							$ 15,500,000
Due to Fisk Building Associates L.L.C.							2,636,327
Accrued interest on mortgage payable							64,894
Accounts payable							2,116
		Total liabilities					18,203,337
Members' deficit							(1,504,533)
		Total liabilities and members' deficit					$ 16,698,804
250 WEST 57TH STREET ASSOCIATES L.L.C.
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2003
Income:
	Basic rent income					$ 788,020
	Additional rent income					3,082,161
	Interest and dividend income					27,902
		Total income				3,898,083
Expenses:
	Interest on mortgage payable					760,022
	Supervisory services					293,292
	Professional fees					6,955
		Total expenses				1,060,269
Income before depreciation and amortization						2,837,814
Depreciation and amortization expense:
	Depreciation of building improvements			$ 233,277
	Amortization of mortgage refinancing costs			102,749
		Total depreciation and amortization expense				336,026
Net income						$ 2,501,788

250 WEST 57TH STREET ASSOCIATES L.L.C.
STATEMENT OF MEMBERS' DEFICIT
YEAR ENDED DECEMBER 31, 2003
Members' deficit, January 1, 2003				$ (1,186,698)
Add: net income for the year ended December 31, 2003				2,501,788
				1,315,090
Less distributions to members:
	Monthly distributions January 1, 2003 through December 31, 2003		$ 720,000
	Distribution on November 30, 2003		2,099,623
		Total distributions to members		2,819,623
Members' deficit, December 31, 2003				$ (1,504,533)

250 WEST 57TH STREET ASSOCIATES L.L.C.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2003
Cash flows from operating activities:
	Net income				$ 2,501,788
		Adjustments to reconcile net income to net cash
			provided by operating activities:
				Depreciation of building improvements	233,277
				Amortization of mortgage refinancing costs	102,749
			Change in operating assets and liabilities:
				Rents receivable	(17,587)
				Accrued interest on mortgage payable	9,117
				Accounts payable	2,116
		Net cash provided by operating activities			2,831,460
Cash flows from investing activities:
	Purchases of building improvements				(3,526,509)
Cash flows from financing activities:
	Proceeds from mortgage payable				3,500,000
	Due to Fisk Building Associates L.L.C.				1,322,344
	Distributions paid:
		Monthly distributions January 1, 2003 through December 31, 2003			(720,000)
		Distribution on November 30, 2003			(2,099,623)
		Net cash provided by financing activities			2,002,721
Net increase in cash and cash equivalents					1,307,672
Cash and cash equivalents, beginning of year					2,206,817
Cash and cash equivalents, end of year					$ 3,514,489
Supplemental disclosure of cash flow information:
	Cash paid during the year for interest on mortgage payable				$ 750,906

250 WEST 57TH STREET ASSOCIATES L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

NOTE 1 - BUSINESS ACTIVITY

250 West 57th Street Associates L.L.C. ("Associates") is a New York State limited liability entity which owns commercial property at 250 West 57^th Street in New York City. The property is net leased to Fisk Building Associates L.L.C. (the "Lessee").

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared under accounting principles generally accepted in the United States of America, except for depreciation and amortization of the building improvements which has been computed using the Modified Accelerated Cost Recovery System, which is a federal income tax method of computing depreciation and amortization. The building improvements are being amortized over 39 years. Had Associates computed depreciation and amortization using accounting principles generally accepted in the United States of America it would have resulted in additional depreciation and amortization expense of approximately $223,000 for the year ended December 31, 2003.

Building and building improvements

Building and building improvements are stated at cost less accumulated depreciation.

Mortgage refinancing cost

Mortgage refinancing costs are being amortized using the straight line method over the life of the related mortgage payable.

Revenue recognition

Basic rent income is recognized as earned. Additional rent income is earned based on the Lessee's operating profit, as defined, for the lease year ending September 30.

Use of Estimates

In preparing financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3 - MORTGAGE PAYABLE

Effective November 17, 2000, Associates obtained a new mortgage payable with Emigrant Savings Bank in the amount of $15,500,000. At the closing, Associates was advanced $7,000,000 to pay off the existing first and second mortgages payable, closing and related costs and the costs of improvements made to the building. During 2002 Associates was advanced an additional $5,000,000 to pay for the cost of additional building improvements. Through May 2003, Associates was advanced the remaining $3,500,000 which was placed in a money market account and will be used for additional building improvements, as required.

250 WEST 57TH STREET ASSOCIATES L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

NOTE 3 - MORTGAGE PAYABLE - continued

Monthly payments under the mortgage payable are interest only until December 1, 2005, when the entire outstanding principal balance is due. Amounts advanced at the closing bear interest at the rate of 7.511% per annum throughout the term of the mortgage payable. Amounts advanced after the closing bear interest at a floating rate equal to 1.65 percentage points above the 30, 60, 90, 180 or 360 day LIBOR or the yield on 30-day U.S. Treasury Securities, as selected by Associates. On June 1, 2003 the interest rate on all amounts advanced following the closing were converted to a fixed rate equal to 1.65 percentage points above the then-current yield on U.S. Treasury Securities having the closest maturity to December 1, 2005, which was 3.12% per annum at December 31, 2003.

The mortgage payable may be prepaid at any time, in whole only, upon payment of a prepayment of penalty based on a yield maintenance formula. There will be no prepayment penalty if the mortgage payable is paid in full during the last 90 days of the term thereof.

NOTE 4 - INCOME TAXES

Associates is treated as a partnership for both Federal and New York State income tax purposes. Accordingly, Associates has not recorded an income tax provision for Federal or New York State in these financial statements. The members' of the limited liability company report their share of the income or loss of Associates on their income tax returns.

NOTE 5 - LEASE

The lease modification, effective October 1, 1984, provides for a renewal term of 25 years from October 1, 2003 through September 30, 2028. The participants in Associates have consented to the granting of options to the Lessee to extend the lease for three additional 25 year renewal terms. There is no change in the terms of the lease during the renewal period.

Basic rent income is equal to the sum of $28,000, payable monthly to Wien & Malkin LLP ("Wien & Malkin") for supervisory services, plus the installment payments for interest and amortization (not including any balloon principal payment due at maturity) required annually under the $15,500,000 first mortgage payable. Basic rent income shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on the mortgage payable.

Primary additional rent income is equal to the lesser of $752,000 per annum or the net operating profit of the Lessee, as defined in the lease modification, after deduction of basic rent. Advances against primary additional rent income are paid by the Lessee based on its net operating profit for the prior year, up to a maximum amount of $752,000. Primary additional rent income for the lease years ended September 30, 2003 and 2002 was $752,000 in each year. Advances against primary additional rent income of $752,000 per annum for the lease year ending September 30, 2004 are currently being paid. No other additional rent income is accrued by Associates for the period between the end of the lease year ending September 30 and the Associates calendar year ending December 31. Primary additional rent income is included in additional rent income in the accompanying financial statements.

Secondary additional rent income is equal to 50% of the net operating profit of the Lessee after payment of basic rent income and primary additional rent income for lease years ending September 30. Secondary additional rent income for the lease years ended September 30, 2003 and 2002 was $2,330,161 and $1,152,633, respectively and is included in additional rent income in the accompanying financial statements.

250 WEST 57TH STREET ASSOCIATES L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

NOTE 6 - RELATED PARTY TRANSACTIONS

(a) Rent Income

All rent income is received by Associates from the Lessee, a related party, some of whose members are also members in Associates. Beneficial interests in the Lessee are held by one or more persons at Wien & Malkin, their family members and/or trusts, limited liability companies or similar entities owned for their family members.

(b) Supervisory and Other Services

Supervisory and other services are provided to Associates by Wien & Malkin, a related party in which Peter L. Malkin, a member in Associates, has an interest. Beneficial interests in Associates are held by one or more persons at Wien & Malkin, their family members and/or trusts, limited liability companies or similar entities owned for their family members. Wien & Malkin provides an additional fee equal to 10% of all distributions received by the participants in excess of 15% per annum on the initial cash investment of $3,600,000.

For the year ended December 31, 2003 Wien & Malkin received the following from Associates:

Basic supervisory services $ 40,000

Additional supervisory services 253,292

Other services 1,632

$ 294,924

NOTE 7 - CONCENTRATIONS

Associates maintain cash balances with two banks and a money market fund (Fidelity U.S. Treasury Income Portfolio). The bank balances are insured by the Federal Deposit Insurance Corp. up to $100,000 each. At December 31, 2003 Associates had balances of approximately $3,220,000 that were not insured. The distribution account held by Wien & Malkin is not insured. The funds held in the distribution account were paid to the participants on January 1, 2004. Funds held by Associates are placed in high quality institutions in order to minimize the risk.

NOTE 8 - CONTINGENCIES

Wien & Malkin and Peter L. Malkin, a member in Associates, have been engaged in a proceeding with Helmsley-Spear, Inc. which commenced in 1997 concerning the management, leasing and supervision of the property subject to the net lease, in which Wien & Malkin and Mr. Malkin have 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 additional costs are expected to be incurred. 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 financial statements.

250 WEST 57TH STREET ASSOCIATES L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

NOTE 8 - CONTINGENCIES - continued

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) reaffirms the right of the investors in the Lessee to vote to terminate Helmsley-Spear without cause, (ii) dismisses Helmsley-Spear's claims against Wien & Malkin and Peter Malkin, and (iii) rejects 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.

At the Lessee's May 20, 2002 special meeting, a vote of the investors was conducted on proposals for the removal without cause of Helmsley-Spear as managing and leasing agent and its replacement by one or a combination of designated independent firms (Cushman & Wakefield, CB Richard Ellis, formerly Insignia/ ESG, and Newmark Realty), including payment by the Lessee of the expenses for the preparation of the solicitation statement, the solicitation of votes, and the implementation of the new program. On May 21, 2002, the proponents of the proposals, Peter L. Malkin and Wien & Malkin, filed a court application to determine and confirm all investors' votes for removal without cause and replacement and to set the final date for Helmsley-Spear's termination. Helmsley-Spear filed objections, and on September 10, 2002 the court confirmed such votes and ruled that Helmsley-Spear has been discharged and must effect an orderly transition and departure within 60 days. Helmsley-Spear's appe al was rejected by the Appellate Division on February 20, 2003. In August 2003, the Appellate Division granted Helmsley-Spear's application for rehearing and issued a new opinion confirming the termination of Helmsley-Spear at the property. In January 2004, the Appellate Division denied Helmsley-Spear's application for a further rehearing. Since November 20, 2002, Helmsley-Spear is not the managing and leasing agent and has been replaced by Cushman & Wakefield, Inc.

In accord with the Lessee's May 20, 2002 vote, the expenses for the preparation of the solicitation statement, the solicitation of votes and the implementation of the new program are being paid by the Lessee. Such payments have totaled $287,348 (including $75,000 plus disbursements of $11,077 to Wien & Malkin) and are included in other professional fees of the Lessee.