10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission file number 0-2670

60 EAST 42ND ST. ASSOCIATES L.L.C.

(Exact name of Registrant as specified in its charter)

A New York Limited Liability Company	13-6077181
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Grand Central Place

60 East 42nd Street

New York, New York 10165

(Address of principal executive offices)

(212) 687-8700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Exchange Act:

$7,000,000 of Participations in LLC Member Interests

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes  ¨    No  x.

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	x

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

(A Limited Liability Company)

Condensed Balance Sheets

	June 30, 2012			December 31, 2011
Assets		(Unaudited)
Real estate:
Building	$	16,960,000		$	16,960,000
Less: accumulated depreciation		(16,960,000	)		(16,960,000	)
		—			—
Building improvements and equipment		67,469,311			66,940,647
Less: accumulated depreciation		(13,048,690	)		(12,187,313	)
		54,420,621			54,753,334
Tenant improvements		7,695,538			5,793,417
Less: accumulated depreciation		(1,922,304	)		(1,386,473	)
		5,773,234			4,406,944
Land		7,240,000			7,240,000
Total real estate, net		67,433,855			66,400,278
Cash and cash equivalents		6,875,462			10,466,377
Due from Supervisor, a related party		87,202			87,202
Other receivable		9,201			3,357
Prepaid insurance		31,617			—
Deferred costs		3,052,936			2,140,059
Leasing costs, less accumulated amortization of $1,509,865 in 2012 and $1,444,673 in 2011		1,159,550			1,066,705
Mortgage refinancing costs, less accumulated amortization of $2,007,039 in 2012 and $1,825,231 in 2011		866,593			1,048,401
Total assets	$	79,516,416		$	81,212,379
Liabilities and members’ deficiency
Liabilities:
Mortgages payable	$	90,310,237		$	91,478,304
Accrued mortgage interest		423,088			428,479
Accrued supervisory fees, a related party		—			81,265
Payable to Lessee, a related party		2,231,755			720,066
Due to Supervisor, a related party		297,983			922,728
Accrued expenses		37,884			422,996
Total liabilities		93,300,947			94,053,838
Commitments and contingencies		—			—
Members’ deficiency (at June 30, 2012 and December 31, 2011, there were 700 units (at $10,000 per unit) of participation units outstanding)		(13,784,531	)		(12,841,459	)
Total liabilities and members’ deficiency	$	79,516,416		$	81,212,379

See notes to the condensed financial statements.

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

(A Limited Liability Company)

Condensed Statements of Operations

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Revenue:		(Unaudited)						(Unaudited)
Basic rent income, from a related party	$	1,868,604		$	1,868,518		$	3,737,200		$	3,737,032
Advance of additional rent income, from a related party		263,450			263,450			526,900			526,900
Total rent income		2,132,054			2,131,968			4,264,100			4,263,932
Dividend income		195			268			418			548
Total revenue		2,132,249			2,132,236			4,264,518			4,264,480
Expenses:
Interest on mortgages		1,362,892			1,394,642			2,733,888			2,796,948
Supervisory services, to a related party		48,478			46,845			96,956			93,690
Depreciation of building and tenant improvements and equipment		743,812			648,277			1,397,208			1,281,725
Amortization of leasing costs		208,150			77,246			286,083			157,206
Professional fees, including amounts to a related party		71,677			36,800			154,358			84,668
Miscellaneous		12,887			—			15,887			3,000
Total expenses		2,447,896			2,203,810			4,684,380			4,417,237
Net Loss	$	(315,647	)	$	(71,574	)	$	(419,862	)	$	(152,757	)
Income (loss) per $10,000 participation unit, based on 700 participation units outstanding during each period	$	(450.92	)	$	(102.25	)	$	(599.80	)	$	(218.22	)
Distributions per $10,000 participation unit consisted of the following:
Income	$	0		$	0		$	0		$	0
Return of capital		373.72			373.72			747.44			747.44
Total distributions	$	373.72		$	373.72		$	747.44		$	747.44

See notes to the condensed financial statements.

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

(A Limited Liability Company)

Statement of Members’ Deficiency

	For the Six Months Ended June 30, 2012			For the Year Ended December 31, 2011
		(Unaudited)
Members’ deficiency:
January 1, 2012	$	(12,841,459	)
January 1, 2011				$	(14,441,029	)
Add net income (loss):
January 1, 2012 through June 30, 2012		(419,862	)
January 1, 2011 through December 31, 2011					2,645,990
		(13,261,321	)		(11,795,039	)
Less distributions:
Monthly distributions:
January 1, 2012 through June 30, 2012		523,210
January 1, 2011 through December 31, 2011					1,046,420
Total distributions		523,210			1,046,420
Members’ deficiency at the end of the period:	$	(13,784,531	)	$	(12,841,459	)

See notes to the condensed financial statements.

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

(A Limited Liability Company)

Condensed Statements of Cash Flows

	For the Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011
Cash flows from operating activities:		(Unaudited	)
Net loss	$	(419,862	)	$	(152,757	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of building and tenant improvements and equipment		1,397,208			1,281,725
Amortization of leasing costs		286,083			157,206
Amortization of mortgage refinancing costs		181,808			181,810
Changes in operating assets and liabilities:
Change in other receivable		(5,844	)		—
Change in prepaid insurance		(31,617	)
Change in due to Supervisor, a related party		(171,210	)		(43,555	)
Accrued expenses		(19,500	)
Change in accrued supervisory fees, to a related party		(81,265	)		78,000
Accrued mortgage interest		(5,392	)		(182,524	)
Net cash provided by operating activities		1,130,409			1,319,905
Cash flows from investing activities:
Purchase of building improvements and equipment		—			(1,352,847	)
Purchase of tenant improvements		(947,932	)		(409,761	)
Increase in payable to Lessee		—			845,925
Net cash used in investing activities		(947,932	)		(916,683	)
Cash flows from financing activities:
Repayment of mortgages payable		(1,168,067	)		(1,105,300	)
Distributions to Participants		(523,210	)		(523,210	)
Deferred costs		(2,082,115	)		(228,841	)
Net cash used in financing activities		(3,773,392	)		(1,857,351	)
Net decrease in cash and cash equivalents		(3,590,915	)		(1,454,129	)
Cash and cash equivalents, beginning of period		10,466,377			11,555,334
Cash and cash equivalents, end of period	$	6,875,462		$	10,101,205
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,557,470		$	2,620,237
Supplemental information of non-cash investing and financing Activities:
Net cash used in investing activities excludes increase of $1,482,852 in payable to Lessee for the period ended June 30, 2012.
Net cash used in financing activities excludes a decrease of $453,535 in due to Supervisor for the period ended June 30, 2012.

See notes to the condensed financial statements.

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Notes to Condensed Financial Statements (Unaudited)

Note A Interim Period Reporting

In the opinion of management, the accompanying unaudited condensed financial statements of 60 East 42^nd St. Associates L.L.C. (“Registrant”) reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of June 30, 2012 and its results of operations for the three and six months ended June 30, 2012 and 2011 and cash flows for the six months ended June 30, 2012 and 2011. Information included in the condensed balance sheet as of December 31, 2011 has been derived from the audited balance sheet included in Registrant’s Form 10-K for the year ended December 31, 2011 (the “10-K”) previously filed with the Securities and Exchange Commission (the “SEC”). Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto and the other information contained in the 10-K. The results of operations for the six months ended June 30, 2012 are not necessarily indicative of the results to be expected for any interim period or the full year.

Note B Organization

Registrant was originally organized as a partnership on September 25, 1958. On October 1, 1958, Registrant acquired fee title to One Grand Central Place (the “Building”), formerly known as the Lincoln Building, at the address 60 East 42nd Street, New York, New York and the land there under (the “Property”). On November 28, 2001, Registrant converted to a limited liability company under New York law and is now known as 60 East 42nd St. Associates L.L.C. The conversion did not change any aspect of the assets and operations of Registrant other than to protect its participants from liability to third parties. Registrant’s members (“Members”) are Peter L. Malkin and Anthony E. Malkin (collectively, the “Agents”), each of whom also acts as an agent for holders of participations in his respective member interest in Registrant (the “Participants”). The Members in Registrant hold senior positions at Malkin Holdings LLC (“Malkin Holdings” or “Supervisor”), One Grand Central Place, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and to Lessee. See Note E below.

Note C Lease

Registrant does not operate the Property. Registrant leases the Property to Lincoln Building Associates L.L.C. (“Lessee”) pursuant to an operating lease as modified (the “Lease”), which is currently set to expire on September 30, 2033. Lessee is a New York limited liability company whose members consist of, among others, entities for the benefit of members of Peter L. Malkin’s family.

The Lease provides that Lessee is required to pay to Registrant as follows:

(i) annual basic rent (“Basic Rent”) equal to the sum of $24,000 plus the constant annual mortgage charges on all mortgages. In accordance with the Ninth Lease Modification Agreement dated November 5, 2009, Basic Rent was increased to cover debt service on a $100,000,000 mortgage. See Note D. Basic Rent will be increased or decreased upon the refinancing of the mortgages provided that the aggregate principal balance of all mortgages now or hereafter placed on the Property does not exceed $100,000,000 plus refinancing costs.

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(ii) additional rent (“Additional Rent”) equal to, on an annual basis, the lesser of (x) Lessee’s net operating income (as defined) for the lease year ending September 30 or (y) $1,053,800 ($87,817 per month) and further additional rent (“Further Additional Rent”) equal to 50% of any remaining balance of Lessee’s net operating income for such lease year. Lessee has no obligation to make any payment of Additional Rent or Further Additional Rent until after Lessee has recouped any cumulative operating loss accruing from and after September 30, 1977. There is currently no accumulated operating loss against which to offset payment of Additional Rent or Further Additional Rent.

The Lease also requires an advance against Additional Rent equal to, on an annual basis, the lesser of (x) Lessee’s net operating income for the preceding lease year or (y) $1,053,800 which is recorded in revenue in monthly installments of $87,817, which, in the latter amount, will permit basic distributions to Participants at an annual rate of approximately 14.95% per annum on their original and remaining cash investment of $7,000,000 in Registrant; provided, however, if such advances exceed Lessee’s net operating income for any lease year, advances otherwise required during the subsequent lease year shall be reduced by an amount equal to such excess until Lessee shall have recovered, through retention of net operating income, the full amount of such excess. After the Participants have received distributions equal to a return of 14% per annum, $7,380 is paid to Supervisor from the advances against Additional Rent.

Lessee is required to make an annual payment to Registrant of Further Additional Rent, which, as explained above, is the amount representing 50% of the remaining net operating income reported by Lessee for the lease year ending September 30th after deducting the advance against Additional Rent. The Lease requires that the report be delivered by Lessee to Registrant annually within 60 days after the end of each such lease year. It is not practical to estimate Further Additional Rent for the lease year ending on September 30^th which would be allocable to the first nine months of the lease year until Lessee, pursuant to the Lease, renders to Registrant a report on the operation of the Property. Registrant recognizes Further Additional Rent when earned from the Lessee at the close of the lease year ending September 30^th and records such amount in revenue during the three months ended September 30th.

Rent income, earned from a related party, was $4,264,099 and $4,263,932 for the six months ended June 30, 2012 and 2011, respectively.

For the lease year ended September 30, 2011, Lessee reported net operating income of $7,225,766. Lessee paid advances against Additional Rent of $1,053,800 for that lease year prior to September 30, 2011 and Further Additional Rent of $3,085,983 subsequent to September 30, 2011. The Further Additional Rent of $3,085,983 represents 50% of the excess of the Lessee’s net operating income of $7,225,766 over $1,053,800. During November 2011 Registrant did not make any additional distribution of Further Additional Rent received for the lease year ending September 30, 2011 to Participants as such amount was required for (i) fees relating to a proposed consolidation of Registrant, other public and private entities supervised by Malkin Holdings and Malkin Holdings and certain affiliated management companies into Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a real estate investment trust, (ii) the increase in the supervisory fee to Supervisor, (iii) accounting fees, (iv) the New York State annual filing fee, and (v) general contingencies.

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The Supervisor of the Registrant has filed a registration statement on Form S-4 for the solicitation of consents of the Participants in the Registrant and other public limited liability companies supervised by the Supervisor to the Consolidation (as defined below). In such Consolidation, (x) the property interests of the Registrant, such other public limited liability companies and certain private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies would be contributed to the operating partnership of Empire State Building Realty Trust, Inc., a newly organized real estate investment trust.

Consents are required from Participants in the Registrant and such other public limited liability companies for them to contribute their interests in the Consolidation, and the solicitation of such consents will not commence until the SEC declares effective the registration statement on Form S-4. Consents have been obtained from participants in the private entities and the Supervisor and certain affiliated companies and affiliates of the Supervisor for them to make such contribution.

The consideration to be paid to the contributing companies and entities in the Consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third party. Such method of allocation has been approved by the Lessee. Based on the preliminary exchange values, if the Consolidation proposal is approved by the Registrant’s Participants, the consideration with respect to the Property will be allocated approximately 50% to the Registrant and 50% to the Lessee, which the Supervisor believes is in accordance with the historical treatment of the Registrant and the Lessee.

Note D Mortgages Payable

On November 29, 2004, a new first mortgage (“Mortgage”) was placed on the Property in the amount of $84,000,000 with Prudential Insurance Company of America to provide financing for the improvement program described below. At closing, $49,000,000 was drawn to pay off the former first mortgage with Morgan Guaranty Trust Company in the amount of $12,020,814 and the second mortgage in the amount of $27,979,186 with Emigrant Savings Bank. The remaining $35,000,000 available under the Mortgage was drawn on various dates through July 5, 2007. The proceeds of $49,000,000 drawn at closing and all subsequent draws have been used to pay for refinancing costs and capital improvements as needed. The initial draw of $49,000,000 and all subsequent draws required constant equal monthly payments of interest only, at the rate of 5.34% per annum, until July 5, 2007. Commencing August 5, 2007, Registrant is required to make equal monthly payments of $507,838 applied to interest and then principal calculated on a 25-year amortization schedule. The entire $84,000,000 has been drawn and at June 30, 2012 the balance is $74,979,252. The Senior Mortgage matures on November 5, 2014 at which time the principal balance will be $69,797,589.

On November 5, 2009 Registrant took out an additional $16,000,000 loan with Prudential Insurance Company of America secured by a second mortgage on the Property, subordinate to the first mortgage and to be used for capital improvements. The loan requires payments of interest at 7% per annum and principal in the aggregate amount of $113,085 calculated on a 25-year amortization schedule and is co-terminus with the first mortgage. At June 30, 2012, the balance is 15,330,985. The mortgage matures on November 5, 2014 at which time the principal balance will be $14,613,782.

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The mortgage loans may be prepaid at any time, in whole only, upon payment of a prepayment penalty based on a yield maintenance formula. There is no prepayment penalty if the mortgages are paid in full during the last 60 days of the term.

The estimated fair value of Registrant’s mortgage debt based on available market information is approximately $95,130,697 as of June 30, 2012. The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

As of June 30, 2012, mortgage financing costs of $2,873,632 were capitalized by Registrant and are being amortized ratably over the terms of the mortgages.

In 1999, the Participants of Registrant and the members in Lessee consented to a building improvements program (the “Program”) estimated to cost approximately $22,800,000. In 2000, the Participants of Registrant and members in Lessee approved an increase in the Program from $22,800,000 to approximately $28,000,000 under substantially the same conditions as had previously been approved. To induce the Lessee to approve the Program, Registrant authorized the Agents to grant to the Lessee, upon completion of the Program, the right to further extensions of the Lease to 2083. The Program was further increased in 2004 to up to $100,000,000. Such increase is expected to permit extending the Lease beyond 2083, based on the net present benefit to Registrant of the improvements made. The granting of such Lease extension rights upon completion of the Program is expected to trigger a New York State Transfer Tax under current tax rules, which will be paid from mortgage proceeds and/or the Lessee’s operating cash flow. As of June 30, 2012, Registrant had incurred costs related to the Program of $76,738,984 and estimates that the Program upon completion will be approximately $100,000,000 including sprinkler work, required to be completed by 2019. The Participants of Registrant and the members in Lessee had approved increased refinancing of $16,000,000 from the total of $84,000,000 provided by the Mortgage to up to $100,000,000. As noted above, the additional $16,000,000 financing closed on November 5, 2009. Costs of the Program in excess of financing, if applicable, will be funded out of Lessee’s operating cash flow. Amounts Payable to Lessee related to the program were $2,231,755 (of which $2,231,589 relate to unpaid improvements and leasing costs) and $720,066 as of June 30, 2012 and December 31, 2011, respectively.

Note E Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. The basic fee (the “Basic Payment”) has been payable at the rate of $24,000 per annum, payable $2,000 per month, since October 1, 1958. The Basic Payment was increased, with the approval of the Agents, by an amount equal to the increase in the consumer price index since such date, resulting in an increase in the Basic Payment to $180,000 per annum effective July 1, 2010 to be adjusted annually for any subsequent increase in the Consumer Price Index. The fee is payable (i) not less than $2,000 per month and (ii) the balance out of available reserves from Further Additional Rent. If Further Additional Rent is insufficient to pay such balance, any deficiency shall be payable in the next year in which Further Additional Rent is sufficient. The Agents also approved payment by Registrant, effective July 1, 2010, of the expenses in connection with regular accounting services related to maintenance of Registrant’s books and records. Such expenses were previously paid by Supervisor.

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The basic supervisory services provided to Registrant by Supervisor include, but are not limited to, maintaining all of its entity and Participant records, performing physical inspections of the Building, providing or coordinating certain counsel services to Registrant, reviewing insurance coverage and conducting annual supervisory review meetings, receipt of monthly rent from Lessee, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, active review of financial statements submitted to Registrant by Lessee and financial statements audited by and tax information prepared by Registrant’s independent registered public accounting firm, and distribution of related materials to the Participants. Supervisor also prepares quarterly, annual and other periodic filings with the SEC and applicable state authorities.

Accrued supervisory fees, to a related party, are $0 and $81,265 at June 30,2012 and December 31, 2011, respectively. Due to Supervisor, a related party, was $297,983 and $922,728 at June 30, 2012 and December 31, 2011, respectively.

Registrant pays Supervisor for other services at hourly rates. Pursuant to the fee arrangements described herein, Registrant incurred supervisory service fees of $96,956 for the six-month period ended June 30, 2012. Supervisory fees were $93,690 for the six-month period ended June 30, 2011. No remuneration was paid during the six-month periods ended June 30, 2012 and 2011 by Registrant to any of the Members. Included in professional fees are amounts to a related party of $31,088 and $80,188 for the three and six months ended June 30, 2012, respectively and $18,050 and $47,168 for the three and six months ended June 30, 2011, respectively.

Supervisor also receives a payment (“Additional Payment”) equal to 10% of all distributions to Participants in Registrant in excess of 14% per annum on their remaining cash investment in Registrant (which remaining cash investment at June 30, 2012 was equal to the Participants’ original cash investment of $7,000,000). For tax purposes, such Additional Payment is recognized as a profits interest, and the Supervisor is treated as a partner, all without modifying each Participant’s distributive share of reportable income and cash distribution. Supervisor receives $7,380 a year as an advance against the Additional Payment, which Registrant expenses monthly.

Distributions are paid from a cash account held by Supervisor. That account is included in the condensed Balance Sheets as “Due from Supervisor.” The funds of $87,202 at June 30, 2012 and December 31, 2011 were paid to participants on July 1, 2012 and January 1, 2012, respectively.

Reference is made to Note C above for a description of the terms of the Lease between Registrant and Lessee. As of June 30, 2012, entities for the benefit of Peter L. Malkin’s family own member interests in Lessee. The respective interests of the Members in Registrant and Lessee arise solely from ownership of their respective Participations in Registrant and, in the case of Peter L. Malkin, his individual ownership of a member interest in Lessee. The Members as such receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or members in Lessee. However, all of the Members hold senior positions at Supervisor (which supervises Registrant and Lessee) and, by reason of their positions at Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor by Registrant and Lessee.

Note F Subsequent Events

Subsequent events have been evaluated for potential recognition and disclosure.

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Note G Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Financial Accounting Standards Board guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

We use the following methods and assumptions in estimating fair value disclosures for financial instruments.

Cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses: The carrying amount of cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses reported in our Condensed Balance Sheets approximates fair value due to the short maturity of these instruments.

Mortgages payable: The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made to us.

The methodologies used for valuing financial instruments have been categorized into three broad levels as follows:

Level 1 - Quoted prices in active markets for identical instruments.

Level 2 - Valuations based principally on other observable market parameters, including:

Quoted prices in active markets for similar instruments;

Quoted prices in less active or inactive markets for identical or similar instruments;

Other observable inputs (such as risk free interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates); and

Market corroborated inputs (derived principally from or corroborated by observable market data).

Level 3 - Valuations based significantly on unobservable inputs.

Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations.

Valuations based on internal models with significant unobservable inputs.

These levels form a hierarchy. We follow this hierarchy for our financial instruments measured at fair value on a recurring and nonrecurring basis and other required fair value disclosures. The classifications are based on the lowest level of input that is significant to the fair value measurement.

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Fair Value of Financial Instruments

The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Fair Value Measurements. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The mortgages payable had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $95,130,697, compared to the book value of the related debt of $90,310,237, at June 30, 2012.

Disclosure about fair value of financial instruments is based on pertinent information available to us as of June 30, 2012. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Note H Offering Costs

Through June 30, 2012, we have incurred external offering costs of $3,052,936, of which we have incurred $912,877 and $228,841 for the six month periods ended June 30, 2012 and 2011, respectively, and are reflected as deferred costs on Registrant’s Condensed Balance Sheets. Such costs are comprised of accounting fees, legal fees, and other professional fees. Such costs have been deferred and shall be recorded as a reduction of proceeds of the Consolidation and IPO (as defined below), or expensed as incurred if the Consolidation and IPO is not consummated. $297,983 and $922,728 of these costs are in Due to Supervisor at June 30, 2012 and December 31, 2011. Additional offering costs for work done by employees of the Supervisor of $80,187 and $47,168 for the six months ended June 30, 2012 and 2011, respectively, were incurred and advanced by the Supervisor and have been or will be reimbursed to the Supervisor by the entities to be included in the Consolidation and IPO.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Readers of this discussion are advised that the discussion should be read in conjunction with the financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-Q. Certain statements in this discussion may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant’s current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning.

11

Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those anticipated in the forward looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in Registrant’s real estate market, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

Financial Condition and Results of Operations

Registrant was organized for the purpose of acquiring the Property subject to an operating lease held by Lessee. Registrant is required to pay, from Basic Rent under the Lease, mortgage charges and a portion of the fee for supervisory services. Registrant is required to pay from Additional Rent and Further Additional Rent an Additional Payment to Supervisor and other expenses and then to distribute the balance of such Additional Rent and Further Additional Rent less any additions to reserves to the Participants. See Note C to the condensed financial statements herein. Pursuant to the Lease, Lessee has assumed sole responsibility for the condition, operation, repair, maintenance and management of the Property. Registrant is not required to maintain substantial reserves or otherwise maintain liquid assets to defray any operating expenses of the Property.

Registrant’s results of operations are affected primarily by the amount of rent payable to it under the Lease. The amount of Additional Rent and Further Additional Rent payable to Registrant is affected by the New York City economy and real estate rental market, which is difficult for management to forecast.

During the six-month period ended June 30, 2012, Registrant made regular monthly distributions of $124.57 for each $10,000 Participation ($1,494.89 per annum for each $10,000 Participation). There are no restrictions on Registrant’s present or future ability to make distributions; however, the amount of such distributions, particularly distributions of Additional Rent and Further Additional Rent, depends on the ability of Lessee to make payments of Basic Rent, Additional Rent and Further Additional Rent to Registrant. Registrant expects to make distributions so long as it receives the payments provided for under the Lease.

The following summarizes, with respect to the current period and the corresponding period of the previous year, the material factors regarding Registrant’s results of operations for such periods:

Total revenues were approximately the same for the six-month period ended June 30, 2012 as compared with the corresponding period of the prior year.

Total revenues were approximately the same for the three-month period ended June 30, 2012 as compared with the corresponding period of the prior year.

12

Total expenses increased by $267,143 for the six-month period ended June 30, 2012 as compared with the corresponding period of the prior year, primarily attributable to: a decrease in interest on the mortgages payable of $63,060 as a result of scheduled amortization of principal that reduced the loan balance, offset in part by i) an increase in depreciation of building and tenant improvements and equipment of $115,483 attributable to improvements placed in service in the second half of 2011 and first half of 2012, ii) an increase in amortization of leasing costs of $128,877 attributable to improvements placed in service in the second half of 2011 and first half of 2012 and the write off of the unamortized cost relating to tenants who vacated in the second quarter of 2012, and iii) an increase in professional fees of $69,690 mainly attributable to fees to the Supervisor of $33,019 for services rendered in connection with a proposed consolidation of Registrant, other public and private entities supervised by the Supervisor and the Supervisor and certain affiliated management companies into Empire State Realty Trust, Inc., a newly formed real estate investment trust (collectively, the “Consolidation”) and initial public offering of Class A common stock of Empire State Realty Trust, Inc. (the “IPO”) for the six-month period ended June 30, 2012 as compared with the corresponding period of the prior year.

Total expenses increased by $244,086 for the three-month period ended June 30, 2012 as compared with the corresponding period of the prior year, primarily attributable to: a decrease in interest on the mortgages payable of $31,750 as a result of scheduled amortization of principal that reduced the loan balance, offset in part by i) an increase in depreciation of building and tenant improvements and equipment of $95,535 attributable to improvements placed in service in the second half of 2011 and first quarter of 2012, ii) an increase in amortization of leasing costs of $130,904 attributable to improvements placed in service in the second half of 2011 and first quarter of 2012 and the write off of the unamortized cost relating to tenants who vacated in the second quarter of 2012, and iii) an increase in professional fees of $44,764 mainly attributable to fees to the Supervisor of $31,088 for services rendered in connection with the Consolidation and IPO for the three-month period ended June 30, 2012 as compared with the corresponding period of the prior year.

Liquidity and Capital Resources

Registrant’s liquidity has decreased at June 30, 2012 as compared with December 31, 2011 as a result of i) scheduled amortization of principal based on a 25-year amortization period, ii) costs incurred in connection with the Consolidation and IPO, and iii) commitments for reimbursement to the Lessee under the improvement program. Registrant may from time to time set cash aside for contingencies. Adverse developments in economic, credit and investment markets over the last several years have impaired general liquidity (although some improvement in such markets has arisen recently) and the developments may negatively impact Registrant and/or space tenants at the Building. Any such impact should be ameliorated by the fact that (a) each of Registrant and its Lessee has very low debt in relation to asset value, (b) the maturity of Registrant’s existing and planned debt will not occur within the next 24 months, and (c) the Building’s rental revenue is derived from a substantial number of tenants in diverse businesses with lease termination dates spread over numerous years.

Amortization payments due under the First Mortgage commenced August 5, 2007, calculated on a 25-year amortization schedule. Amortization payments due under the additional $16,000,000 loan commenced December 5, 2009 calculated on a 25-year amortization schedule. The mortgages mature on November 5, 2014 at which time the aggregate principal balance due will be $84,411,371.

13

Registrant does not maintain any reserve to cover the payments of such mortgage indebtedness at maturity. Therefore, repayment of the mortgages will depend on Registrant’s ability to arrange a refinancing. Assuming that the Property continues to generate an annual net profit in future years comparable to that in past years, and assuming further that real estate capital and operating markets return to more stable patterns, consistent with long-term historical real estate trends in the geographic area in which the Property is located, Registrant anticipates that the value of the Property will be in excess of the amount of the mortgage balances at maturity.

Registrant anticipates that funds for short-term working capital requirements for the Property will be provided by cash on hand and rental payments received from Lessee. Long-term sources of working capital will be provided by rental payments received from the Lessee and/or external financing. However, as noted above, Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Property.

The Supervisor of the Registrant has filed a registration statement on Form S-4 for the solicitation of consents of the Participants in the Registrant and other public limited liability companies supervised by the Supervisor to the Consolidation. In such consolidation, (x) the property interests of the Registrant, such other public limited liability companies and certain private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies would be contributed to the operating partnership of Empire State Building Realty Trust, Inc., a newly organized real estate investment trust.

Consents are required from Participants in the Registrant and such other public limited liability companies for them to contribute their interests in the Consolidation, and the solicitation of such consents will not commence until the SEC declares effective the registration statement on Form S-4. Consents have been obtained from participants in the private entities and the Supervisor and certain affiliated companies and affiliates of the Supervisor for them to make such contribution.

The consideration to be paid to the contributing companies and entities in the Consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third party. Such method of allocation has been approved by the Lessee. Based on the preliminary exchange values, if the Consolidation proposal is approved by the Registrant’s Participants, the consideration with respect to the Property will be allocated approximately 50% to the Registrant and 50% to the Lessee, which the Supervisor believes is in accordance with the historical treatment of the Registrant and the Lessee.

Inflation

Registrant believes that there has been no material change in the impact of inflation on its operations since the filing of its report on Form 10-K for the year ended December 31, 2011.

Security Ownership

As of June 30, 2012, the Members in Registrant owned of record and beneficially an aggregate $25,833 of participations in Registrant, representing 0.4% of the currently outstanding Participations therein.

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As of June 30, 2012, certain of the Members in Registrant held additional Participations in Registrant as follows:

Peter L. Malkin owned of record as trustee or co-trustee an aggregate of $59,049 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations.

Entities for the benefit of members of Peter L. Malkin’s family owned of record and beneficially $160,000 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that related family trusts or entities are required to complete scheduled payments to him.

Anthony E. Malkin owned of record as co-trustee an aggregate of $45,000 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Trusts for the benefit of members of Anthony E. Malkin’s family owned of record and beneficially $40,000 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. The Supervisor after evaluating the effectiveness of Registrant’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of June 30, 2012, the end of the period covered by this report, has concluded that as of that date Registrant’s disclosure controls and procedures were effective and designed to ensure that material information relating to Registrant would be made known to it by others within those entities on a timely basis.

(b) Changes in internal controls over financial reporting. There were no changes in Registrant’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The property of Registrant was the subject of the following material litigation:

Malkin Holdings and Peter L. Malkin, a member in Registrant, were engaged in a proceeding with Lessee’s former managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing, and supervision of the Property that is subject to the Lease to Lessee. In this connection, certain costs for legal and professional fees and other expenses were paid by Malkin Holdings and Mr. Malkin. Malkin Holdings and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid. On behalf of himself and Malkin Holdings, Mr. Malkin has requested, or intends to request, such voluntary agreement from all investors, which may include renewing such request in the future for any investor who previously received such request and failed to confirm agreement at that time. Because any related payment has been, or will be, made only by consenting investors, Registrant has not provided for the expense and related liability with respect to such costs in these financial statements.

15

As of the date of this 10-Q report, five putative class actions have been brought by Participants in Empire State Building Associates L.L.C. and several other entities supervised by Malkin Holdings that own fee or leasehold interests in various properties located in New York City, the first of which was filed March 1, 2012 (the “Class Actions”). As currently pending in New York State Supreme Court, New York County, each Class Action challenges the proposed consolidation of those and other properties supervised by Malkin Holdings into a real estate investment trust (the “REIT”) and the initial public offering of shares of Class A common stock in Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a REIT. The plaintiffs assert claims against Malkin Holdings, Malkin Properties, L.L.C., Malkin Properties of New York, L.L.C., Malkin Properties of Connecticut, Inc., Malkin Construction Corp., Anthony E. Malkin, Peter L. Malkin, Estate of Leona M. Helmsley, Empire State Realty OP, L.P., and Empire State Realty Trust, Inc. (“Defendants”) for breach of fiduciary duty, unjust enrichment, and/or aiding and abetting breach of fiduciary duty, alleging, inter alia, that the terms of the transaction and the process in which it was structured (including the valuation which was employed) are unfair to the investors in the existing entities, the consolidation provides excessive benefits to the Malkin Holdings group and the prospectus/consent solicitation fails to make adequate disclosure. The complaints seek money damages and injunctive relief preventing the proposed transaction. On April 3, 2012, plaintiffs moved for consolidation of the actions and for appointment of co-lead counsel. The motion was granted on June 26, 2012, and the plaintiffs have 120 days from that date to file a consolidated amended complaint.

The Class Actions are in a very preliminary stage, with no responses to the complaints having been filed to date.

The outcome of this litigation is uncertain, however, and as a result, the Defendants may incur costs associated with defending or settling such litigation or paying any judgment if they lose. In addition, the Defendants may be required to pay damage awards or settlements. At this time, the Defendants cannot reasonably assess the timing, outcome of this litigation, and an estimate of the amount of loss, or its effect, if any, on the Defendants’ financial statements if applicable. Defendants have stated they believe the Class Actions are baseless and intend to defend them vigorously.

There is a risk that other third parties will assert claims against the Defendants, including, without limitation, that the Defendants breached their fiduciary duties to participants or that the consolidation violates the relevant operating agreements, and third parties may commence litigation against the Defendants

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Item 6. Exhibits

	EXHIBIT INDEX
Number	Document
24.1	Power of Attorney dated July 23, 2012, between Members of Registrant and Mark Labell which is being filed as Exhibit 24.1 to Registrant’s 10-Q for the period ended June 30, 2012.
31.1	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Members in Registrant, pursuant to Power of Attorney, dated July 23, 2012 (the “Power”) and is supervisor of the accounting functions.

60 EAST 42^ND ST. ASSOCIATES L.L.C.

(Registrant)

By: /s/ Mark Labell

Mark Labell Senior Vice President, Finance of Malkin Holdings LLC,

Supervisor of 60 East 42^nd St. Associates L.L.C.* and as Attorney-in-Fact on behalf of:

Peter L. Malkin, Member

Anthony E. Malkin, Member

Dated: August 9, 2012

* Registrant’s organizational documents do not provide for a Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Malkin Holdings LLC. Accordingly, this Form 10-Q is being signed by a senior executive and senior member of the financial/accounting staff of Registrant’s Supervisor in such capacities.

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EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Labell as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Report on Form 10-Q for the quarter ended June 30 30, 2012 of 60 East 42^nd St. Associates L.L.C. and to file the same with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent and his substitutes may lawfully do or cause to be done by virtue hereof.

NAME	CAPACITY	DATE
/s/ Peter L. Malkin Peter L. Malkin	Member	July 23, 2012
/s/ Anthony E. Malkin Anthony E. Malkin	Member	July 23, 2012

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 60 East 42^nd St. Associates L.L.C.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Registrant as of, and for, the periods presented in this report;

4. Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Registrant and we have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in Registrant’s internal control over financial reporting that occurred during Registrant’s most recent fiscal quarter (Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting; and

1

5. Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Registrant’s internal controls over financial reporting.

Date: August 9, 2012

By /s/ Mark Labell

Name: Mark Labell

Title:   Senior Vice President, Finance

Malkin Holdings LLC, Supervisor of

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

* Registrant’s organizational documents do not provide for a Chief Executive Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Malkin Holdings LLC. Accordingly, this Chief Executive Officer certification is being signed by a senior executive of Registrant’s supervisor.

2

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 60 East 42^nd St. Associates L.L.C.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Registrant as of, and for, the periods presented in this report;

4. Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Registrant and we have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in Registrant’s internal control over financial reporting that occurred during Registrant’s most recent fiscal quarter (Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting; and

1

5. Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Registrant’s internal controls over financial reporting.

Date: August 9, 2012

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Vice President, Finance

Malkin Holdings LLC, Supervisor of

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

* Registrant’s organizational documents do not provide for a Chief Financial Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Malkin Holdings LLC. Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant’s supervisor.

2

EX-32.1

Exhibit 32.1

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

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes – Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Executive Officer certification as Senior Vice President, Finance of Malkin Holdings LLC, the supervisor* of 60 East 42^nd St. Associates L.L.C. (“Registrant”) to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: August 9, 2012

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Malkin Holdings LLC, Supervisor of

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

* Registrant’s organizational documents do not provide for a Chief Executive Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Malkin Holdings LLC. Accordingly, this Chief Executive Officer certification is being signed by a senior executive of Registrant’s supervisor.

EX-32.2

Exhibit 32.2

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

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes – Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Financial Officer certification as a senior member of the financial/accounting staff of Malkin Holdings LLC, the supervisor* of 60 East 42^nd St. Associates L.L.C. (“Registrant”), to certify that:

1. the Quarterly Report on Form 10-Q of Registrant for the quarterly period ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: August 9, 2012

By /s/ Mark Labell

Mark Labell

Senior Vice President, Finance

Malkin Holdings LLC, Supervisor of

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

* Registrant’s organizational documents do not provide for a Chief Financial Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Malkin Holdings LLC. Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant’s supervisor.

XML

Organization

6 Months Ended

Jun. 30, 2012

Organization [Abstract]

Organization

Note B Organization

Registrant was originally organized as a partnership on September 25, 1958. On October 1, 1958, Registrant acquired fee title to One Grand Central Place (the “Building”), formerly known as the Lincoln Building, at the address 60 East 42nd Street, New York, New York and the land there under (the “Property”). On November 28, 2001, Registrant converted to a limited liability company under New York law and is now known as 60 East 42nd St. Associates L.L.C. The conversion did not change any aspect of the assets and operations of Registrant other than to protect its participants from liability to third parties. Registrant’s members (“Members”) are Peter L. Malkin and Anthony E. Malkin (collectively, the “Agents”), each of whom also acts as an agent for holders of participations in his respective member interest in Registrant (the “Participants”). The Members in Registrant hold senior positions at Malkin Holdings LLC (“Malkin Holdings” or “Supervisor”), One Grand Central Place, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and to Lessee. See Note E below.

XML

Interim Period Reporting

6 Months Ended

Jun. 30, 2012

Interim Period Reporting [Abstract]

Interim Period Reporting

Note A Interim Period Reporting

In the opinion of management, the accompanying unaudited condensed financial statements of 60 East 42^nd St. Associates L.L.C. (“Registrant”) reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of June 30, 2012 and its results of operations for the three and six months ended June 30, 2012 and 2011 and cash flows for the six months ended June 30, 2012 and 2011. Information included in the condensed balance sheet as of December 31, 2011 has been derived from the audited balance sheet included in Registrant’s Form 10-K for the year ended December 31, 2011 (the “10-K”) previously filed with the Securities and Exchange Commission (the “SEC”). Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto and the other information contained in the 10-K. The results of operations for the six months ended June 30, 2012 are not necessarily indicative of the results to be expected for any interim period or the full year.

XML

Condensed Balance Sheets (Unaudited) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Real estate:
Building	$ 16,960,000	$ 16,960,000
Less: accumulated depreciation	(16,960,000)	(16,960,000)
Building after accumulated depreciation
Building improvements and equipment	67,469,311	66,940,647
Less: accumulated depreciation	(13,048,690)	(12,187,313)
Building improvements after accumulated depreciation	54,420,621	54,753,334
Tenant improvements	7,695,538	5,793,417
Less: accumulated depreciation	(1,922,304)	(1,386,473)
Tenant improvements after accumulated depreciation	5,773,234	4,406,944
Land	7,240,000	7,240,000
Total real estate, net	67,433,855	66,400,278
Cash and cash equivalents	6,875,462	10,466,377
Due from Supervisor	87,202	87,202
Other receivable	9,201	3,357
Prepaid insurance	31,617
Deferred costs	3,052,936	2,140,059
Leasing costs, less accumulated amortization of $1,509,865 in 2012 and $1,444,673 in 2011	1,159,550	1,066,705
Mortgage refinancing costs, less accumulated amortization of $2,007,039 in 2012 and $1,825,231 in 2011	866,593	1,048,401
Total assets	79,516,416	81,212,379
Liabilities:
Mortgages payable	90,310,237	91,478,304
Accrued mortgage interest	423,088	428,479
Accrued supervisory fees, a related party	0	81,265
Payable to Lessee, a related party	2,231,755	720,066
Due to Supervisor	297,983	922,728
Accrued expenses	37,884	422,996
Total liabilities	93,300,947	94,053,838
Commitments and contingencies
Members' deficiency (at June 30, 2012 and December 31, 2011, there were 700 units (at $10,000 per unit) of participation units outstanding)	(13,784,531)	(12,841,459)
Total liabilities and members' deficiency	$ 79,516,416	$ 81,212,379

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Statement of Members' Deficiency (Unaudited) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Members' deficiency:
Members' deficiency beginning balance	$ (12,841,459)	$ (14,441,029)
Add net income (loss):
Net income (loss)	(419,862)	2,645,990
Members' deficiency before distribution	(13,261,321)	(11,795,039)
Less distributions:
Monthly distributions	523,210	1,046,420
Total distributions	523,210	1,046,420
Members' deficiency ending balance	$ (13,784,531)	$ (12,841,459)

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Condensed Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net loss	$ (419,862)	$ (152,757)
Adjustments to reconcile net loss to net cash provided by (use in) operating activities:
Depreciation of building and tenant improvements and equipment	1,397,208	1,281,725
Amortization of leasing costs	286,083	157,206
Amortization of mortgage refinancing costs	181,808	181,810
Changes in operating assets and liabilities:
Change in other receivable	(5,844)
Change in prepaid insurance	(31,617)
Change in due to Supervisor, a related party	(171,210)	(43,555)
Accrued expenses	(19,500)
Change in accrued supervisory fees, to a related party	(81,265)	78,000
Accrued mortgage interest	(5,392)	(182,524)
Net cash provided by operating activities	1,130,409	1,319,905
Cash flows from investing activities:
Purchase of building improvements and equipment		(1,352,847)
Purchase of tenant improvements	(947,932)	(409,761)
Increase in payable to Lessee	0	845,925
Net cash used in investing activities	(947,932)	(916,683)
Cash flows from financing activities:
Repayment of mortgages payable	(1,168,067)	(1,105,300)
Distributions to Participants	(523,210)	(523,210)
Deferred costs	(2,082,115)	(228,841)
Net cash used in financing activities	(3,773,392)	(1,857,351)
Net decrease in cash and cash equivalents	(3,590,915)	(1,454,129)
Cash and cash equivalents, beginning of period	10,466,377	11,555,334
Cash and cash equivalents, end of period	6,875,462	10,101,205
Supplemental disclosure of cash flow information:
Cash paid for interest	2,557,470	2,620,237
Net cash used in investing activities excludes increase of $1,482,852 in payable to Lessee for the period ended June 30, 2012.	1,482,852
Net cash used in financing activities excludes a decrease of $453,535 in due to Supervisor for the period ended June 30, 2012.	$ 453,535

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Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Condensed Balance Sheets [Abstract]
Leasing costs, less accumulated amortization	$ 1,509,865	$ 1,444,673
Mortgage refinancing costs, less accumulated amortization	2,007,039	1,825,231
Participation units, outstanding	700	700
Amount of participation unit	$ 10,000	$ 10,000

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Mortgages Payable (Details Textual) (USD $)	6 Months Ended	12 Months Ended					6 Months Ended		1 Months Ended
	Jun. 30, 2012	Dec. 31, 2004	Dec. 31, 2000	Dec. 31, 1999	Dec. 31, 2011	Nov. 29, 2004	Jun. 30, 2012 First mortgage [Member]	Nov. 29, 2004 First mortgage [Member]	Nov. 05, 2009 Second mortgage [Member]	Nov. 05, 2014 Second mortgage [Member]	Jun. 30, 2012 Second mortgage [Member]	Nov. 29, 2004 Second mortgage [Member]	Nov. 05, 2014 Senior Debt Obligations [Member]	Jun. 30, 2012 Senior Debt Obligations [Member]	Jun. 30, 2012 Secured Debt [Member]	Nov. 05, 2009 Secured Debt [Member]
Debt Instrument [Line Items]
Mortgage loan, additional									$ 16,000,000
Mortgage loan, pay off amount								12,020,814				27,979,186
Mortgage loan, interest rate	5.34%						7.00%
Mortgage loan, balance amount											15,330,985			74,979,252
Principal amount of senior mortgage loan at maturity										14,613,782			69,797,589
Fair value of mortgage debt															95,130,697
Total financing cost on mortgage																100,000,000
Mortgages payable (Textual) [Abstract]
Mortgage loan face value						84,000,000
Mortgage value, amount drawn at closing	49,000,000
Mortgage loans, remaining amount available	35,000,000
Mortgage value, initial amount drawn						49,000,000
Mortgage loan, monthly payment amount	507,838
Mortgage loan, amortization schedule	25 years
Mortgage loan, monthly payment for additional loan	113,085
Mortgage loan, amortization schedule on additional loan	25 years
Repayment term of mortgage loan without prepayment penalty	60 days
Mortgage financing cost	2,873,632
Estimated cost of building improvement program				22,800,000
Increase in estimated cost of building improvement program			28,000,000
Further increase in estimated cost of building improvement		100,000,000
Cost incurred by registrant related to building improvement program	76,738,984
Estimated cost of initial building improvement program on completion	100,000,000
Payable to Lessee, a related party	2,231,755				720,066
Unpaid leasing costs	$ 2,231,589

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	60 EAST 42ND STREET ASSOCIATES L.L.C.
Entity Central Index Key	0000090794
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company

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Supervisory Services (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Related Party Transaction [Line Items]
Due to Related Parties					$ 922,728
Professional fees, including amounts to a related party	71,677	36,800	154,358	84,668
Supervisory service fees	48,478	46,845	96,956	93,690
Advance against additional rent paid to supervisors			7,380
Due from Supervisor	87,202		87,202		87,202
Supervisory services (Textual) [Abstract]
Accrued supervisory fees	0		0		81,265
Remuneration to members			0	0
Percentage in excess of remaining cash investment	14.00%		14.00%
Cash investment	7,000,000		7,000,000
Supervisor [Member]
Related Party Transaction [Line Items]
Prior basic supervisory fee per annual			24,000
Prior basic supervisory fee per month			2,000
Due to Related Parties	297,983		297,983		922,728
Increase in supervisor fees			180,000
Additional payment to supervisor			10.00%
Advance against additional rent paid to supervisors			7,380
Due from Supervisor	87,202		87,202		87,202
Supervisor [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Monthly basic supervisory fees			2,000
Registrant [Member]
Related Party Transaction [Line Items]
Professional fees, including amounts to a related party	31,088	18,050	80,188	47,168
Supervisory service fees			$ 96,956	$ 93,690

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Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue:
Basic rent income, from a related party	$ 1,868,604	$ 1,868,518	$ 3,737,200	$ 3,737,032
Advance of additional rent income, from a related party	263,450	263,450	526,900	526,900
Total rent income	2,132,054	2,131,968	4,264,100	4,263,932
Dividend income	195	268	418	548
Total revenue	2,132,249	2,132,236	4,264,518	4,264,480
Expenses:
Interest on mortgages	1,362,892	1,394,642	2,733,888	2,796,948
Supervisory services, to a related party	48,478	46,845	96,956	93,690
Depreciation of building and tenant improvements and equipment	743,812	648,277	1,397,208	1,281,725
Amortization of leasing costs	208,150	77,246	286,083	157,206
Professional fees, including amounts to a related party	71,677	36,800	154,358	84,668
Miscellaneous	12,887		15,887	3,000
Total expenses	2,447,896	2,203,810	4,684,380	4,417,237
Net Loss	(315,647)	(71,574)	(419,862)	(152,757)
Income (loss) per $10,000 participation unit, based on 700 participation units outstanding during each period	$ (450.92)	$ (102.25)	$ (599.80)	$ (218.22)
Distributions per $10,000 participation unit consisted of the following:
Income	$ 0	$ 0	$ 0	$ 0
Return of capital	$ 373.72	$ 373.72	$ 747.44	$ 747.44
Total distributions	$ 373.72	$ 373.72	$ 747.44	$ 747.44

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Supervisory Services

6 Months Ended

Jun. 30, 2012

Supervisory Services [Abstract]

Supervisory Services

Note E Supervisory Services

Registrant pays Supervisor for supervisory services and disbursements. The basic fee (the “Basic Payment”) has been payable at the rate of $24,000 per annum, payable $2,000 per month, since October 1, 1958. The Basic Payment was increased, with the approval of the Agents, by an amount equal to the increase in the consumer price index since such date, resulting in an increase in the Basic Payment to $180,000 per annum effective July 1, 2010 to be adjusted annually for any subsequent increase in the Consumer Price Index. The fee is payable (i) not less than $2,000 per month and (ii) the balance out of available reserves from Further Additional Rent. If Further Additional Rent is insufficient to pay such balance, any deficiency shall be payable in the next year in which Further Additional Rent is sufficient. The Agents also approved payment by Registrant, effective July 1, 2010, of the expenses in connection with regular accounting services related to maintenance of Registrant’s books and records. Such expenses were previously paid by Supervisor.

The basic supervisory services provided to Registrant by Supervisor include, but are not limited to, maintaining all of its entity and Participant records, performing physical inspections of the Building, providing or coordinating certain counsel services to Registrant, reviewing insurance coverage and conducting annual supervisory review meetings, receipt of monthly rent from Lessee, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, active review of financial statements submitted to Registrant by Lessee and financial statements audited by and tax information prepared by Registrant’s independent registered public accounting firm, and distribution of related materials to the Participants. Supervisor also prepares quarterly, annual and other periodic filings with the SEC and applicable state authorities.

Accrued supervisory fees, to a related party, are $0 and $81,265 at June 30,2012 and December 31, 2011, respectively. Due to Supervisor, a related party, was $297,983 and $922,728 at June 30, 2012 and December 31, 2011, respectively.

Registrant pays Supervisor for other services at hourly rates. Pursuant to the fee arrangements described herein, Registrant incurred supervisory service fees of $96,956 for the six-month period ended June 30, 2012. Supervisory fees were $93,690 for the six-month period ended June 30, 2011. No remuneration was paid during the six-month periods ended June 30, 2012 and 2011 by Registrant to any of the Members. Included in professional fees are amounts to a related party of $31,088 and $80,188 for the three and six months ended June 30, 2012, respectively and $18,050 and $47,168 for the three and six months ended June 30, 2011, respectively.

Supervisor also receives a payment (“Additional Payment”) equal to 10% of all distributions to Participants in Registrant in excess of 14% per annum on their remaining cash investment in Registrant (which remaining cash investment at June 30, 2012 was equal to the Participants’ original cash investment of $7,000,000). For tax purposes, such Additional Payment is recognized as a profits interest, and the Supervisor is treated as a partner, all without modifying each Participant’s distributive share of reportable income and cash distribution. Supervisor receives $7,380 a year as an advance against the Additional Payment, which Registrant expenses monthly.

Distributions are paid from a cash account held by Supervisor. That account is included in the condensed Balance Sheets as “Due from Supervisor.” The funds of $87,202 at June 30, 2012 and December 31, 2011 were paid to participants on July 1, 2012 and January 1, 2012, respectively.

Reference is made to Note C above for a description of the terms of the Lease between Registrant and Lessee. As of June 30, 2012, entities for the benefit of Peter L. Malkin’s family own member interests in Lessee. The respective interests of the Members in Registrant and Lessee arise solely from ownership of their respective Participations in Registrant and, in the case of Peter L. Malkin, his individual ownership of a member interest in Lessee. The Members as such receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant or members in Lessee. However, all of the Members hold senior positions at Supervisor (which supervises Registrant and Lessee) and, by reason of their positions at Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor by Registrant and Lessee.

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Mortgages Payable

6 Months Ended

Jun. 30, 2012

Mortgages Payable [Abstract]

Mortgages Payable

Note D Mortgages Payable

On November 29, 2004, a new first mortgage (“Mortgage”) was placed on the Property in the amount of $84,000,000 with Prudential Insurance Company of America to provide financing for the improvement program described below. At closing, $49,000,000 was drawn to pay off the former first mortgage with Morgan Guaranty Trust Company in the amount of $12,020,814 and the second mortgage in the amount of $27,979,186 with Emigrant Savings Bank. The remaining $35,000,000 available under the Mortgage was drawn on various dates through July 5, 2007. The proceeds of $49,000,000 drawn at closing and all subsequent draws have been used to pay for refinancing costs and capital improvements as needed. The initial draw of $49,000,000 and all subsequent draws required constant equal monthly payments of interest only, at the rate of 5.34% per annum, until July 5, 2007. Commencing August 5, 2007, Registrant is required to make equal monthly payments of $507,838 applied to interest and then principal calculated on a 25-year amortization schedule. The entire $84,000,000 has been drawn and at June 30, 2012 the balance is $74,979,252. The Senior Mortgage matures on November 5, 2014 at which time the principal balance will be $69,797,589.

On November 5, 2009 Registrant took out an additional $16,000,000 loan with Prudential Insurance Company of America secured by a second mortgage on the Property, subordinate to the first mortgage and to be used for capital improvements. The loan requires payments of interest at 7% per annum and principal in the aggregate amount of $113,085 calculated on a 25-year amortization schedule and is co-terminus with the first mortgage. At June 30, 2012, the balance is 15,330,985. The mortgage matures on November 5, 2014 at which time the principal balance will be $14,613,782.

The mortgage loans may be prepaid at any time, in whole only, upon payment of a prepayment penalty based on a yield maintenance formula. There is no prepayment penalty if the mortgages are paid in full during the last 60 days of the term.

The estimated fair value of Registrant’s mortgage debt based on available market information is approximately $95,130,697 as of June 30, 2012. The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.

As of June 30, 2012, mortgage financing costs of $2,873,632 were capitalized by Registrant and are being amortized ratably over the terms of the mortgages.

In 1999, the Participants of Registrant and the members in Lessee consented to a building improvements program (the “Program”) estimated to cost approximately $22,800,000. In 2000, the Participants of Registrant and members in Lessee approved an increase in the Program from $22,800,000 to approximately $28,000,000 under substantially the same conditions as had previously been approved. To induce the Lessee to approve the Program, Registrant authorized the Agents to grant to the Lessee, upon completion of the Program, the right to further extensions of the Lease to 2083. The Program was further increased in 2004 to up to $100,000,000. Such increase is expected to permit extending the Lease beyond 2083, based on the net present benefit to Registrant of the improvements made. The granting of such Lease extension rights upon completion of the Program is expected to trigger a New York State Transfer Tax under current tax rules, which will be paid from mortgage proceeds and/or the Lessee’s operating cash flow. As of June 30, 2012, Registrant had incurred costs related to the Program of $76,738,984 and estimates that the Program upon completion will be approximately $100,000,000 including sprinkler work, required to be completed by 2019. The Participants of Registrant and the members in Lessee had approved increased refinancing of $16,000,000 from the total of $84,000,000 provided by the Mortgage to up to $100,000,000. As noted above, the additional $16,000,000 financing closed on November 5, 2009. Costs of the Program in excess of financing, if applicable, will be funded out of Lessee’s operating cash flow. Amounts Payable to Lessee related to the program were $2,231,755 (of which $2,231,589 relate to unpaid improvements and leasing costs) and $720,066 as of June 30, 2012 and December 31, 2011, respectively.

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Fair Value Measurements (Details Textual) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Fair value measurements (Textual) [Abstract]
Book value of debt related to mortgage payable	$ 90,310,237	$ 91,478,304
Fair value, inputs, level 3 [Member] | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of mortgage debt	$ 95,130,697

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Offering Costs

6 Months Ended

Jun. 30, 2012

Offering Costs [Abstract]

Offering Costs

Note H Offering Costs

Through June 30, 2012, we have incurred external offering costs of $3,052,936, of which we have incurred $912,877 and $228,841 for the six month periods ended June 30, 2012 and 2011, respectively, and are reflected as deferred costs on Registrant’s Condensed Balance Sheets. Such costs are comprised of accounting fees, legal fees, and other professional fees. Such costs have been deferred and shall be recorded as a reduction of proceeds of the Consolidation and IPO (as defined below), or expensed as incurred if the Consolidation and IPO is not consummated. $297,983 and $922,728 of these costs are in Due to Supervisor at June 30, 2012 and December 31, 2011. Additional offering costs for work done by employees of the Supervisor of $80,187 and $47,168 for the six months ended June 30, 2012 and 2011, respectively, were incurred and advanced by the Supervisor and have been or will be reimbursed to the Supervisor by the entities to be included in the Consolidation and IPO.

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

Note F Subsequent Events

Subsequent events have been evaluated for potential recognition and disclosure.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

Note G Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Financial Accounting Standards Board guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

We use the following methods and assumptions in estimating fair value disclosures for financial instruments.

Cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses: The carrying amount of cash and cash equivalents, due from Supervisor, a related party, other receivable, accrued mortgage interest, accrued supervisory fees, a related party, payable to Lessee, a related party, due to Supervisor, a related party, and accrued expenses reported in our Condensed Balance Sheets approximates fair value due to the short maturity of these instruments.

Mortgages payable: The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made to us.

The methodologies used for valuing financial instruments have been categorized into three broad levels as follows:

Level 1 - Quoted prices in active markets for identical instruments.

Level 2 - Valuations based principally on other observable market parameters, including:

Quoted prices in active markets for similar instruments;

Quoted prices in less active or inactive markets for identical or similar instruments;

Other observable inputs (such as risk free interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates); and

Market corroborated inputs (derived principally from or corroborated by observable market data).

Level 3 - Valuations based significantly on unobservable inputs.

Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations.

Valuations based on internal models with significant unobservable inputs.

These levels form a hierarchy. We follow this hierarchy for our financial instruments measured at fair value on a recurring and nonrecurring basis and other required fair value disclosures. The classifications are based on the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Fair Value Measurements. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The mortgages payable had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $95,130,697, compared to the book value of the related debt of $90,310,237, at June 30, 2012.

Disclosure about fair value of financial instruments is based on pertinent information available to us as of June 30, 2012. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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Lease (Details Textual) (USD $)	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2011	Dec. 31, 2011
Property Subject to or Available for Operating Lease [Line Items]
Additional rent			$ 1,053,800
Lease (Textual) [Abstract]
Annual basic rent			24,000
Mortgage			100,000,000
Aggregate principal balance of mortgage			100,000,000
Percentage of additional rent			50.00%
Accumulated operating loss			0
Annual rate of basic distributions to participants	14.95%		14.95%
Cash investment	7,000,000		7,000,000
Return rate on distribution			14.00%
Advance against additional rent paid to supervisors			7,380
Period in which report is to be submitted to registrant			60 days
Rent earned from related party	2,132,054	2,131,968	4,264,100	4,263,932
Net loss	(315,647)	(71,574)	(419,862)	(152,757)	7,225,766	2,645,990
Advance against additional rent paid prior to September 30, 2011					1,053,800
Further additional rent paid after September 30, 2011					3,085,983
Excess of lessees net operating income			50.00%
Consideration to be paid to registrant			50.00%
Consideration to be paid to lessee			50.00%
Monthly additional rent [Member]
Property Subject to or Available for Operating Lease [Line Items]
Additional rent			$ 87,817

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Condensed Statements of Operations (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2012	Jun. 30, 2011
Condensed Statements of Operations [Abstract]
Stated amount per participation unit	$ 10,000	$ 10,000
Participation units, outstanding	700	700

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Lease

6 Months Ended

Jun. 30, 2012

Lease [Abstract]

Lease

Note C Lease

Registrant does not operate the Property. Registrant leases the Property to Lincoln Building Associates L.L.C. (“Lessee”) pursuant to an operating lease as modified (the “Lease”), which is currently set to expire on September 30, 2033. Lessee is a New York limited liability company whose members consist of, among others, entities for the benefit of members of Peter L. Malkin’s family.

The Lease provides that Lessee is required to pay to Registrant as follows:

(i) annual basic rent (“Basic Rent”) equal to the sum of $24,000 plus the constant annual mortgage charges on all mortgages. In accordance with the Ninth Lease Modification Agreement dated November 5, 2009, Basic Rent was increased to cover debt service on a $100,000,000 mortgage. See Note D. Basic Rent will be increased or decreased upon the refinancing of the mortgages provided that the aggregate principal balance of all mortgages now or hereafter placed on the Property does not exceed $100,000,000 plus refinancing costs.

(ii) additional rent (“Additional Rent”) equal to, on an annual basis, the lesser of (x) Lessee’s net operating income (as defined) for the lease year ending September 30 or (y) $1,053,800 ($87,817 per month) and further additional rent (“Further Additional Rent”) equal to 50% of any remaining balance of Lessee’s net operating income for such lease year. Lessee has no obligation to make any payment of Additional Rent or Further Additional Rent until after Lessee has recouped any cumulative operating loss accruing from and after September 30, 1977. There is currently no accumulated operating loss against which to offset payment of Additional Rent or Further Additional Rent.

The Lease also requires an advance against Additional Rent equal to, on an annual basis, the lesser of (x) Lessee’s net operating income for the preceding lease year or (y) $1,053,800 which is recorded in revenue in monthly installments of $87,817, which, in the latter amount, will permit basic distributions to Participants at an annual rate of approximately 14.95% per annum on their original and remaining cash investment of $7,000,000 in Registrant; provided, however, if such advances exceed Lessee’s net operating income for any lease year, advances otherwise required during the subsequent lease year shall be reduced by an amount equal to such excess until Lessee shall have recovered, through retention of net operating income, the full amount of such excess. After the Participants have received distributions equal to a return of 14% per annum, $7,380 is paid to Supervisor from the advances against Additional Rent.

Lessee is required to make an annual payment to Registrant of Further Additional Rent, which, as explained above, is the amount representing 50% of the remaining net operating income reported by Lessee for the lease year ending September 30th after deducting the advance against Additional Rent. The Lease requires that the report be delivered by Lessee to Registrant annually within 60 days after the end of each such lease year. It is not practical to estimate Further Additional Rent for the lease year ending on September 30 ^th which would be allocable to the first nine months of the lease year until Lessee, pursuant to the Lease, renders to Registrant a report on the operation of the Property. Registrant recognizes Further Additional Rent when earned from the Lessee at the close of the lease year ending September 30 ^th and records such amount in revenue during the three months ended September 30th.

Rent income, earned from a related party, was $4,264,099 and $4,263,932 for the six months ended June 30, 2012 and 2011, respectively.

For the lease year ended September 30, 2011, Lessee reported net operating income of $7,225,766. Lessee paid advances against Additional Rent of $1,053,800 for that lease year prior to September 30, 2011 and Further Additional Rent of $3,085,983 subsequent to September 30, 2011. The Further Additional Rent of $3,085,983 represents 50% of the excess of the Lessee’s net operating income of $7,225,766 over $1,053,800. During November 2011 Registrant did not make any additional distribution of Further Additional Rent received for the lease year ending September 30, 2011 to Participants as such amount was required for (i) fees relating to a proposed consolidation of Registrant, other public and private entities supervised by Malkin Holdings and Malkin Holdings and certain affiliated management companies into Empire State Realty Trust, Inc., a Maryland corporation which intends to qualify for U.S. tax purposes as a real estate investment trust, (ii) the increase in the supervisory fee to Supervisor, (iii) accounting fees, (iv) the New York State annual filing fee, and (v) general contingencies.

The Supervisor of the Registrant has filed a registration statement on Form S-4 for the solicitation of consents of the Participants in the Registrant and other public limited liability companies supervised by the Supervisor to the Consolidation (as defined below). In such Consolidation, (x) the property interests of the Registrant, such other public limited liability companies and certain private entities supervised by the Supervisor, and (y) the Supervisor and certain affiliated management companies would be contributed to the operating partnership of Empire State Building Realty Trust, Inc., a newly organized real estate investment trust.

Consents are required from Participants in the Registrant and such other public limited liability companies for them to contribute their interests in the Consolidation, and the solicitation of such consents will not commence until the SEC declares effective the registration statement on Form S-4. Consents have been obtained from participants in the private entities and the Supervisor and certain affiliated companies and affiliates of the Supervisor for them to make such contribution.

The consideration to be paid to the contributing companies and entities in the Consolidation will be allocated in accordance with exchange values determined based on appraisals by an independent third party. Such method of allocation has been approved by the Lessee. Based on the preliminary exchange values, if the Consolidation proposal is approved by the Registrant’s Participants, the consideration with respect to the Property will be allocated approximately 50% to the Registrant and 50% to the Lessee, which the Supervisor believes is in accordance with the historical treatment of the Registrant and the Lessee.

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Offering Costs (Details Textual) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Related Party Transaction [Line Items]
Deferred costs due to supervisors			$ 922,728
Offering costs (Textual) [Abstract]
External offering costs	3,052,936		2,140,059
Deferred costs	912,877	228,841
Additional offering costs	80,187	47,168
Supervisor [Member]
Related Party Transaction [Line Items]
Deferred costs due to supervisors	$ 297,983		$ 922,728