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.        )

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[XX]	Preliminary Proxy Statement  
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[  ]	Definitive Proxy Statement 
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[  ]	Soliciting Material Pursuant to 240.14a-11(c) or 
240.14a-12

Commission File No. 0-2670

			60 East 42nd Street Associates 
		(Name of Registrant as Specified In Its Charter)
 

		(Name of Person(s) Filing Proxy Statement, 
		if other than Registrant)


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                60 EAST 42ND STREET ASSOCIATES
                   c/o Wien & Malkin LLP
              60 East 42nd Street - 26th Floor
                New York, New York   10165-0015
                  Telephone: 212-687-8700
                 Telecopier: 212-986-7679


                                        May ___, 1999


To Participants in 60 East 42nd Street Associates ("Associates"):


	On behalf of the Agents for the Participants, I am seeking 
your consent to a program to complete and finance improvements 
and grant lease extensions at the Lincoln Building (the 
"Building"). 

1. 	Introduction.

	After review with the Lessee, Wien & Malkin LLP supervisory 
staff, and on-site Building personnel, I believe the proposed 
improvements are necessary to maintain the Building, its 
competitive market position, and Associates' long-term investment 
return.  The Lessee intends to proceed with the program:  Were 
the Lessee to proceed and pay the cost out of cash flow, overage 
rent and extra distributions to Participants would be 
substantially reduced and might be eliminated for several years. 

        The current operating lease extends to 2008 and is renewable 
to 2033.  The Lessee has indicated that the costs of the program, 
which extends beyond the Lessee's responsibility under the lease, 
cannot be justified within the current lease term.  It therefore 
has requested lease extensions before it will move forward with 
key performance-enhancing Building improvement components of its 
comprehensively planned, bid, and priced program.

        Therefore, I recommend that Associates cooperate by 
refinancing the mortgage to facilitate the improvement program 
and reduce the impact of the program upon distributions to 

                        
Participants and by extending the lease to incentivize the Lessee
to complete this program and undertake future discretionary 
investment in the Building. 

	The program is more fully described in the enclosed 
Statement by the Agents in the Solicitation of Participant 
Consents.

2.	Background.

	Associates has owned the Building since 1958 subject to a 
long-term net lease to Lincoln Building Associates (the 
"Lessee"), which pays basic rent, from which mortgage debt 
service and basic supervisory fees are paid, and overage rent 
based on operating profit, from which monthly and extra 
distributions to Participants are paid.  Total distributions for 
1998 were equal to 34.5% of the original cash investment.

        The area of Manhattan surrounding the Building continues to 
improve.  The sanitation, security, and capital improvements by 
the Grand Central Partnership Business Improvement District, New 
York City's enhanced image as a place to do business, and the 
recent $200,000,000 renovation and restoration of Grand Central 
Terminal have been catalysts for transforming the area into the 
most sought-after office and retail district in New York City.  
There is great potential to be captured in attracting quality 
tenants at higher rents by upgrading the Building and its systems 
and providing greater amenities.

        To protect and exploit the Building's economic prospects in 
an improved market, the Lessee has prepared a Building upgrade 
and amenity enhancement program that has been fully designed, 
engineered, and bid by third party expert consultants.

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3.	Improvement Program.

	The improvements proposed to be completed after December 31, 
1998, are shown in Exhibit A to the enclosed Statement and are 
estimated to cost approximately $22,500,000 over five years. 

        Included in the budget are:  (a) $4,000,000 for replacement 
of all Building windows,  (b) $4,200,000 for public corridor and 
elevator lobby upgrades, (c) $3,200,000 for new public bathrooms, 
(d) $2,700,000 for elevator system modernization, (e) $625,000 
for elevator cab replacement, (f) $385,000 for new concierge desk 
and new card key and security system, (g) $1,550,000 for roof and 
parapet replacement and repair, (h) $2,350,000 for water riser 
replacement, (i) $750,000 for facade restoration, (j) $1,000,000 
for new marketing center, new conference center, and law library 
upgrades, and (k) $100,000 for lobby retail upgrades.  The 
balance will be available for contingencies discovered in the 
field and improvement of tenant spaces. 

4.	Financing.

	The $22,500,000 estimated cost of the improvements over 
approximately five years will be funded through a combination of 
a fee mortgage increase (from the current $12,000,000) and 
operating cash flow.  Associates will own the improvements paid 
from mortgage proceeds and will receive tax benefits from 
depreciation.  The increased mortgage charges will be paid by 
Associates from an equivalent increase in the basic rent paid by 
the Lessee.  Basic rent and cash payments for improvements will 
be deducted in computing overage rent, so that the improvement 
costs should be borne equally by Associates and the Lessee but 
spread over many years thus stabilizing distributions to 
Participants.

	As part of this program, the Agents will be authorized to 
extend or refinance the increased mortgage, from time to time as 
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they deem appropriate for the benefit of Associates, for the
amount of its then existing balance plus refinancing costs. 

5.	Basic Rent.

	Currently, basic rent is $1,087,842 a year, to be adjusted 
to reflect any increase or decrease in debt service on the 
existing mortgage balance.  The basic rent payable by the Lessee 
to Associates will increase to cover debt service on the 
increased mortgage.

        Assuming no enhancement in bottom line performance from 
higher rental rates, higher occupancy, and lower credit loss from 
all these improvements, an initial increase in the mortgage from 
$12,000,000 to $34,000,000 with interest at 7.5% on the 
additional $22,000,000 and with 25 year amortization, the basic 
annual rent increase will be $1,950,937, and overage rent will 
decrease by one-half of that amount.  For an original $10,000 
Participant who received $3,450 in distributions for 1998, this 
mortgage increase would reduce distributions by less than $1,260 
a year.  However, this reduction may be offset by increased 
rental income paid by office and store tenants.  The maximum 
mortgage contemplated by the program will be $35,000,000 but will 
depend upon funding available from cash flow.

6.	Solicitation and Program Expenses.

	The expenses for the consent solicitation, lease amendment, 
refinancing, transfer and recording taxes, legal fees, and 
related costs will be funded from the mortgage increase and 
repaid by the Lessee's increased basic rent.  Wien & Malkin LLP 
will represent Associates and the Lessee in this program, and it 
and its affiliates will be indemnified with the Agents by 
Associates and the Lessee against any claim or expense arising in 
connection with the program.

                                 -4-  
7.	Lease Extension.

	In order to induce the Lessee to undertake improvements 
beyond what it can recoup over the remaining term of its existing 
lease, Associates' Agents will be authorized to give additional 
lease extension rights to the Lessee beyond the current 2033 
expiration date for such consideration and upon such terms as the 
Agents may then deem appropriate for the benefit of Associates.  
The term of each extension will reflect the net present benefit 
to Associates from projected increases in basic rent, overage 
rent and value which arise from Associates' improvement 
contributions, all as determined by a recognized independent 
expert. Accordingly, the Agents will authorize extending the 
lease for 50 years, to 2083, when the Lessee has completed the 
program.

8.	Conclusion.

	Certain improvements by the Lessee are already in progress 
or have been previewed to tenants, brokers, and prospective 
tenants and have been welcomed enthusiastically.  Combined with a 
rededicated staff and new marketing initiatives (including a 
newsletter and website), enthusiasm amongst Building tenants and 
new interest in the Building by brokers and prospective tenants 
provide early validation that the contemplated expenditures will 
preserve and enhance the Building's operating results in an 
improved market while the related financing will stabilize the 
Participants' returns. 

	Enclosed are (a) the Statement with financial reports 
detailing the program and (b) a colored Consent Form.  Each 
Participant should review the Statement before signing and 
returning the colored Consent Form. 

	The consent of all Participants is required to authorize the 
program.  Upon receipt of consent from 90% in interest of an 
Agent's group, the Participating Agreement permits that Agent to 
purchase for $100 the interest of any Participant who withholds 
consent 10 days after notice of 90% consent.  Each Agent 
presently intends to purchase the interest of any non-consenting 
Participant in his group once the 90% threshold is achieved.
                               -5-  
	By signing and returning the enclosed Consent Form, you 
authorize the Agents and any partner or senior director at Wien & 
Malkin LLP designated by me to conclude on behalf of Associates 
the necessary agreements to effect this financing, improvement, 
and lease extension program.

9.	Recommendation.

	I strongly urge your consent.  The Lessee has demonstrated 
that the improvements are necessary to meet the Building's 
physical and marketing requirements. If the financing of the 
improvements is not allowed, whatever improvements the Lessee 
pursues will reduce or end distributions from overage rent 
payments for several years.  If the right to grant lease 
extensions is not approved, the Lessee's full comprehensively 
planned, bid, and priced program will not be implemented, but 
overage rent and distributions will be reduced.

        Financing of the improvements as proposed will also improve 
the tax shelter for Participants.

                               -6-  
	Please sign and return the enclosed Consent Form as soon as 
possible.  If you have any question, please call any of my 
partners at Wien & Malkin LLP, Alvin Silverman, Stanley Katzman, 
or Thomas N. Keltner, Jr.

                                            Very truly yours,



                                            Peter L. Malkin



THE AGENTS RECOMMEND YOUR CONSENT.  PLEASE SIGN, DATE AND 
IMMEDIATELY RETURN THE ENCLOSED COLORED COPY OF THE CONSENT.  A 
SIGNED CONSENT FORM WHICH IS RETURNED WITHOUT AN INDICATED CHOICE 
WILL CONSTITUTE A BINDING AFFIRMATIVE CONSENT.  ONCE GIVEN, 
CONSENT MAY NOT BE REVOKED.








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