CONSENT AND OPERATING AGREEMENT FOR
                60 EAST 42ND ST. ASSOCIATES L.L.C.



        Reference is made to 60 East 42nd St. Associates ("Associates"), a
partnership existing under a September 25, 1958 Agreement among Lawrence A.
Wien and others (the "Agreement").

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

	To effect the matters herein, the undersigned partners in Associates
hereby irrevocably consent and agree (i) to convert Associates to a New York
limited liability company with the name "60 East 42nd St. Associates L.L.C.",
(ii) to continue at all times to have the same rights and obligations in
relation to the other members of such company as the undersigned would have
under applicable law as if such company were a partnership, (iii) to cause
Associates to continue to be treated as a partnership for income tax
purposes, (iv) to instruct and authorize Wien & Malkin LLP, as Associates'
Supervisor, to effect the conversion (including, without limitation,
acting as agent for Associates and its members in executing and filing any
necessary certificate) with such changes in the Agreement as may be deemed
necessary by Wien & Malkin LLP under New York law, so long as such changes
do not substantively change the rights and responsibilities among the parties
to the Agreement or the effect of such conversion as described herein, and
(v) to adopt all terms of the Agreement as Associates' limited liability
company operating agreement with only the following modifications:

1. Throughout the Agreement, "partnership" shall be amended to read "limited
liability company"; "partner" shall be amended to read "member"; and "60 East
42nd St. Associates" shall be amended to read "60 East 42nd St. Associates
L.L.C."
2. The following shall be added as a new last sentence of Paragraph 6 of the
Agreement: "No member shall have the right to withdraw and receive cash for
his or her interest from the limited liability company prior to dissolution
and liquidation of the company, but this provision shall not affect a member's
right to sell, assign, pledge, or otherwise dispose of such interest hereunder."

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




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

Date:   As of November 30, 2001




        Peter L. Malkin                         Anthony E. Malkin




        Scott D. Malkin                         Thomas N. Keltner, Jr.




        Mark Labell                             Jack K. Feirman




        Fred C. Posniak



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