U.S. SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                     FORM 12b-25

                             NOTIFICATION OF LATE FILING


                                                 SEC File Number: 0-2670
                                                 Cusip Number:
                    (Check One):

         [XX] Form 10-K and Form 10-KSB     [  ] Form 20-F
         [  ] Form 11-K                     [  ] Form 10-Q and Form 10-QSB
         [  ] Form N-SAR

              For Period Ended: December 31, 1995

              [  ] Transition Report on Form 10-K
              [  ] Transition Report on Form 20-F
              [  ] Transition Report on Form 11-K
              [  ] Transition Report on Form 10-Q
              [  ] Transition Report on Form N-SAR
              For the Transition Period Ended:_________________

         Read attached Instruction Sheet Before Preparing Form. 
         Please Print or Type.

         Nothing in this form shall be construed to imply that the
         Commission has verified any information contained herein.  

         If the notification relates to a portion of the filing checked
         above, identify the Item(s) to which the notification relates:
         ___________________________________

         Part I - Registrant Information 

         60 East 42nd St. Associates
         Full Name of Registrant

         _____________________________
         (Former Name if Applicable) 

         60 East 42nd Street
         Address of Principal Executive Office
         (Street and Number) 

         New York, New York 10165
         City, State and Zip Code





         Part II - Rules 12b-25(b) and (c)

         If the subject report could not be filed without unreasonable
         effort or expense and the registrant seeks relief pursuant to Rule
         12b-25(b), the following should be completed (Check box if
         appropriate)

               (a) The reasons described in reasonable detail in Part III
               of this form could not be eliminated without unreasonable
             [ effort or expense; 
             [
             [ (b) The subject annual report, semi-annual report,
             [ transition report on Form 10-K, Form 20-F, 11-K or Form
             [ N-SAR, or portion thereof will be filed on or before the
         [X] [ fifteenth calendar day following the prescribed due date; or
             [ the subject quarterly report or transition report on Form
             [ 10-Q, or portion thereof will be filed on or before the 
             [ fifth calendar day following the prescribed due date; and 
             [
             [ (c) The accountant's statement or other exhibit required by
               Rule 12b-25(c) has been attached if applicable. 

         Part III - Narrative

         State below in reasonable detail the reasons why Form 10-K and
         Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
         transition report or portion thereof could not be filed within the
         prescribed period.  


              We are awaiting the signature of certain partners of
         Registrant.























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         Part IV - Other Information

         (1)  Name and telephone number of person to contact in regard to
              this notification

              Louis A. Wichman               (212) 850-2653
                   (Name)              (Area Code)(Telephone Number)

         (2)  Have all other periodic reports required under section 13 or
              15(d) of the Securities Exchange Act of 1934 or section 30 of
              the Investment Company Act of 1940 during the preceding 12
              months or for such shorter period that the registrant was
              required to file such report(s) been filed?  If the answer is
              no, identify report(s).  
                                                      [XX] Yes  [  ] No

         (3)  Is it anticipated that any significant change in results of
              operations from the corresponding period for the last fiscal
              year will be reflected by the earnings statements to be
              included in the subject report or portion thereof?

                                                      [  ] Yes  [XX] No

              If so:  attach an explanation of the anticipated change, both
              narratively and quantitatively, and, if appropriate, state
              the reasons why a reasonable estimate of the results cannot
              be made.  

                             60 East 42nd St. Associates
                    (Name of Registrant as specified in charter)

         Date: April 1, 1996      


         /s/Martin D. Newman                     /s/Donald A. Bettex 
         Martin D. Newman, partner               Donald A. Bettex, partner


         /s/Melvyn H. Halper                     /s/Ralph W. Felsten 
         Melvyn H. Halper, partner               Ralph W. Felsten, partner


         /s/C. Michael Spero                     /s/Stanley Katzman  
         C. Michael Spero, partner               Stanley Katzman, partner


         /s/Peter L. Malkin  
         Peter L. Malkin, partner







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