UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of 1934 ~~reported): October 11, 2012~~

Date of Report (Date of earliest event reported): June 24, 2013

Empire State Building Associates L.L.C.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-827

A New York Limited Liability Company		13-6084254
(State or other jurisdiction of		(IRS Employer
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
incorporation)		Identification No.)

One Grand Central Place

60 East 42^nd Street, New York, New York 10165

(Address of principal executive offices, including zip code)

(212) 687-8700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR~~

~~240.14d-2(b))~~¨ ~~[ ]~~ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~7712/76979-001~~Item 8.01 ~~current/24147011v6~~Other Events.

~~Item~~On June 24, 2013, the supervisor of Empire State Building Associates L.L.C. (the “Company”) sent an update letter to participants in the Company and in other entities supervised by the supervisor. A copy of the letter is furnished herewith as Exhibit 99.1 and incorporated herein by reference.01

~~Entry~~The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into aany filing ~~Material~~made ~~Definitive~~under ~~Agreement~~the Securities Act of 1933, except as expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 8.01 shall not be deemed an admission by the Company as to the materiality of such information.

~~On October 11, 2012, Empire State Building Associates L~~Item 9.~~L.C.~~01 ~~and~~Financial ~~Empire~~Statements ~~State Land Associates L.L.C. (collectively, the “Company”)~~ and the Lenders referenced below entered into a Third Amendment to the Loan Agreement (the “Loan Agreement”) dated July 26, 2011 with HSBC Bank USA, National Association, as Agent (“HSBC”), the lenders named therein (the “Lenders”), and HSBC and Dekabank Deutsche Girozentrale, as lead arrangersExhibits. ~~Such~~ Third Amendment increases the Lenders’ respective commitments from an aggregate of $300 million (as in effect after the First and Second Amendments to the Loan Agreement) to an aggregate of $500 million and provides that a condition for any advance in respect of such increased amount (in addition to any other conditions in the Loan Agreement) is the delivery of an updated appraisal to the effect that the Loan-To-Value Ratio (as defined in the Loan Agreement) does not then exceed 50%. Upon execution of such Third Amendment, the Company paid the Lenders a facility fee of 0.75% of such increase ($1.5 million) and an arrangement fee 0.25% of such increase ($0.5 million). The Loan Agreement, as amended, otherwise remains in effect.

Item 2.03


(d)		Exhibits:

Exhibit

Number		Exhibit Description

99.1		Letter dated June 24, 2013.

~~Creation~~SIGNATURES ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities ~~above~~Exchange ~~with~~Act ~~respect~~of to1934, the ~~Loan~~registrant ~~Agreement~~has isduly ~~incorporated~~caused bythis ~~reference~~report into ~~this~~be ~~Item~~signed ~~2.03~~on in its ~~entirety~~behalf by the undersigned hereunto duly authorized.

SIGNATURES


	Empire State Building Associates L.L.C.

Date: June 25, 2013	By:	/s/ Mark Labell
		Name:	Mark Labell
		Title:	Senior Vice President – Finance
			Malkin Holdings LLC, Supervisor*

~~Pursuant~~* toThe ~~the~~Company ~~requirements~~is ofa ~~the~~limited ~~Securities~~liability ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~company

supervised by Malkin Holdings LLC. Accordingly,

*Registrantthis isForm a8-K ~~limited~~is ~~liability~~being ~~company~~signed ~~supervised~~ by ~~Malkin~~a ~~Holdings LLC.~~ senior

~~Accordingly, this Form 8-K is being signed by a senior~~ executive of Registrant’s supervisor.

7712/76979-001 current/24147011v6

Empire State Building Associates L.L.C.

Date: October 11, 2012

/s/ Mark Labell

Mark Labell

Senior Vice President – Finance

Malkin Holdings LLC, Supervisor*

Filing Compare · EMPIRE STATE BUILDING ASSOCIATES L.L.C.