UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                        SCHEDULE 14A-A


Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

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 42nd St. Associates
		(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:


                            -2-