UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [XX]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for use of the Commission Only

[ ] Definitive Proxy Statement

[XX] Definitive Additional Materials

[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

Commission File No. 0-2670

60 East 42^nd St. Associates L.L.C.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement,

if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[XX] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THOMAS N. KELTNER, JR.

c/o Wien & Malkin LLP

60 East 42nd Street

New York, New York 10165

Telephone (212) 687-8700

Telecopier (212) 986-7679

November 10, 2004

CERTIFIED MAIL

RETURN RECEIPT REQUESTED

[Name]

[Address]

[City, State and Zip]

Re: 60 East 42nd St. Associates L.L.C.

Dear Participant:

The time has expired for the receipt of your consent to Items A and B of the program described in the September 13, 2004 letter of Peter L. Malkin and the accompanying Statement by the Agents in the Solicitation of Participant Consents. Therefore, in accordance with such letter and Statement, and pursuant to the provisions of paragraph 4 of the Participating Agreement dated December 1, 1954, as amended by Modification Agreement dated July 23, 1956, under which I act as Agent for the joint venture created thereby, I am purchasing your interest in the joint venture as agent for the sum of $100.

Accordingly, I deliver herewith the following:

1. Official Bank check dated November 10, 2004 to your order in the sum of $100; and
2. Duplicate original of the assignment of your interest to the undersigned, dated November 10, 2004.

Very truly yours,

Thomas N. Keltner, Jr., as agent as aforesaid

ASSIGNMENT

IN CONSIDERATION of the sum of ONE HUNDRED and 00/100 ($100.00) DOLLARS, paid to _________________________, Assignor, with an address at ____________________________________________________, by Thomas N. Keltner, Jr., as agent, Assignee, having an office at 60 East 42nd Street, New York, New York 10165, Assignor hereby assigns, transfers, grants and releases unto Assignee, pursuant to the terms of a certain Participating Agreement dated December 1, 1954, as amended by Modification Agreement dated July 23, 1956 (the "Agreement"), among Thomas N. Keltner, Jr., as Agent (successor agent to Fred Linden), and others as Participants, all right, title and interest of Assignor as a Participant under the Agreement in and to the joint venture created thereby, in the interest of the joint venture in and to the premises located at 60 East 42nd Street and 301 Madison Avenue, New York, New York, and in the interest of the joint venture in 60 EAST 42ND ST. ASSOCIATES L.L.C., a limited liability company, having its office at 60 East 42nd Street, New York, New York 10165.

Assignee hereby accepts this assignment and transfer.

Dated: November 10, 2004

Witness for Assignor: [name OF INVESTOR]

Assignor

___________________ By: ____________________________

Thomas N. Keltner, Jr.

Attorney-in-fact

Witness for Assignee:

___________________ ____________________________________

Thomas N. Keltner, Jr., as agent, Assignee