~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-Q~~ D.C. 20549

~~SECURITIES~~FORM ~~AND~~10-Q ~~EXCHANGE COMMISSION~~

~~Washington,~~(Mark ~~D.C.~~One) ~~20549~~

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

þFor ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~September 30, 132011 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OR ~~the quarterly period ended June 30, 2011~~

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

oFor ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~file ~~transition~~number ~~period~~0-2666 ~~from to~~

~~Commission~~250 ~~file~~WEST ~~number~~57th ~~0-2666~~ ST. ASSOCIATES L.L.C.

~~250~~(Exact ~~WEST~~name ~~57th~~of ~~ST.~~Registrant ~~ASSOCIATES~~as ~~L.L.C.~~ specified in its charter)

(Exact name of Registrant as specified in its charter)


A New York Limited Liability Company		13-6083380
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

A New York Limited Liability Company		13-6083380
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Grand Central Place

~~One Grand Central Place~~ 60 East 42nd Street ~~New~~ ~~York, New York 10165 (Address of principal executive offices)~~

~~(212) 687-8700 (Registrant’s~~New ~~telephone number~~York, ~~including~~New ~~area~~York ~~code)~~10165

~~Securities~~(Address ~~registered~~of ~~pursuant~~principal toexecutive ~~Section 12 (b~~offices) of ~~the Act: None~~

~~Securities registered pursuant to Section 12~~(g212) of687-8700 ~~the Act: $3,600,000 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’s ~~was~~telephone ~~required to file such reports)~~number, ~~and~~including ~~(2) has~~area ~~been subject to such~~code) ~~filing requirements for the past 90 days. Yes þ No o~~

~~Indicate~~Securities byregistered ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted~~ pursuant to ~~Rule~~Section ~~405 of Regulation S-T during the preceding~~ 12 ~~months~~ (orb) of ~~for such shorter period that~~ the ~~registrant~~Act: ~~was required to submit and post such files). Yes o No o~~

~~Indicate~~None ~~by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No þ~~

~~Indicate~~Securities byregistered pursuant ~~check~~to ~~mark~~Section 12(g) ~~whether~~of ~~Registrant~~the isAct: ~~a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.~~

~~Large~~$3,600,000 ~~Accelerated~~of ~~Filer~~Participations oin ~~Accelerated~~LLC ~~Filer~~Member oInterests ~~Non-Accelerated Filer o Smaller Reporting Company þ~~

~~TABLE~~Indicate OFby ~~CONTENTS~~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 ¨.

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Condensed Balance Sheets
		Condensed Statements of Operations
		Statements of Members’ Deficiency
		Condensed Statements of Cash Flows
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 4T. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits
SIGNATURES
Exhibit 24.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

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

~~Table~~Indicate ofby ~~Contents~~check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

~~PART~~Large I.Accelerated ~~FINANCIAL~~Filer ~~INFORMATION~~ ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

~~Item 1~~PART I. ~~Financial~~FINANCIAL ~~Statements.~~ INFORMATION

	June 30, 2011			December 31, 2010
Assets
Real Estate at 250-264 West 57th Street, New York, New York:
Building	$	4,940,682		$	4,940,682
Less: accumulated depreciation		4,940,682			4,940,682
		0			0
Building improvements		39,267,944			38,748,700
Less: accumulated depreciation		6,516,229			6,009,941
		32,751,715			32,738,759
Tenant improvements		2,438,753			1,097,942
Less: accumulated depreciation		286,177			59,351
		2,152,576			1,038,591
Land		2,117,435			2,117,435
Total real estate, net		37,021,726			35,894,785
Cash and cash equivalents		1,316,893			1,513,152
Due from Supervisor		60,000			60,000
Deferred costs		377,812			192,400
Other receivable		57,758			—
Leasing commissions, less accumulated amortization of $1,107,859 in 2011 and $1,011,122 in 2010		778,853			773,944
Mortgage refinancing costs, less accumulated amortization of $1,104,629 and $946,107		1,123,191			1,281,713
Total assets	$	40,736,233		$	39,715,994
Liabilities and members’ deficiency
Liabilities:
Mortgages payable	$	40,432,050		$	40,914,878
Accrued mortgage interest		186,490			188,882
Payable to Lessee, a related party		5,206,727			3,245,027
Accrued expenses and other liabilities		329,749			157,323
Accrued supervisory fees, a related party		—			31,000
Total liabilities		46,155,016			44,537,110
Commitments and contingencies		—			—
Members’ deficiency (At June 30, 2011 and December 31, 2010, there were 720 units (at $5,000 per unit) of participation units outstanding)		(5,418,783	)		(4,821,116	)
Total liability and members’ deficiency	$	40,736,233		$	39,715,994

Item 1.

Financial Statements.

~~See~~250 ~~notes~~West 57th toSt. ~~the~~Associates ~~condensed financial statements~~L. L.C.

~~Table~~(A ofLimited ~~Contents~~Liability Company)

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
	2011			2010		2011			2010
Revenue:
Basic minimum annual rent, from a related party	$	817,836		$	817,836	$	1,635,503		$	1,635,503
Advance of primary overage rent, from a related party		188,000			188,000		376,000			376,000
Total rent income		1,005,836			1,005,836		2,011,503			2,011,503
Interest and dividend income		235			172		486			204
Total revenue		1,006,071			1,006,008		2,011,989			2,011,707
Expenses:
Interest on mortgages		645,848			658,950		1,294,972			1,320,896
Supervisory services, to a related party		30,500			15,000		61,000			30,000
Depreciation of building and tenant improvements		367,610			235,517		733,114			469,574
Amortization of leasing commissions		46,043			43,833		96,737			96,557
Professional fees		30,850			600		63,833			3,600
Total expenses		1,120,851			953,900		2,249,656			1,920,627
Net Income (Loss)	$	(114,780	)	$	52,108	$	(237,667	)	$	91,080
Earnings (loss) per $5,000 participation unit, based on 720 participation units outstanding during the period	$	(159.42	)	$	72.37	$	(330.09	)	$	126.50
Distributions per $5,000 participation unit consisted of the following:
Income	$	0		$	72.37	$	0		$	126.50
Return of capital		250.00			177.63		500.00			373.50
Total distributions	$	250.00		$	250.00	$	500.00		$	500.00

Condensed Balance Sheets

~~See~~(Unaudited) ~~notes to the condensed financial statements.~~

		September 30,			September 30,
	September 30, 2011			December 31, 2010
Assets
Real Estate at 250-264 West 57^th Street, New York, New York:
Building	$	4,940,682		$	4,940,682
Less: accumulated depreciation		4,940,682			4,940,682

		—			—

Building improvements		40,258,299			38,748,700
Less: accumulated depreciation		6,767,827			6,009,941

		33,490,472			32,738,759

Tenant improvements		2,519,628			1,097,942
Less: accumulated depreciation		413,738			59,351

		2,105,890			1,038,591

Land		2,117,435			2,117,435

Total real estate, net		37,713,797			35,894,785


Cash and cash equivalents		779,456			1,513,152
Due from Supervisor		60,000			60,000
Due from Lessee		4,350,339			—
Deferred costs		571,421			192,400
Other receivable		73,911			—
Leasing commissions, less accumulated amortization of $1,154,106 in 2011 and $1,011,122 in 2010		790,909			773,944

Mortgage refinancing costs, less accumulated amortization of $1,183,891 and $946,107		1,043,930			1,281,713

Total assets	$	45,383,763		$	39,715,994

Liabilities and members’ deficiency
Liabilities:
Mortgages payable	$	40,185,546		$	40,914,878
Accrued mortgage interest		185,353			188,882
Payable to Lessee, a related party		6,336,261			3,245,027
Accrued expenses and other liabilities		90,680			157,323
Accrued supervisory fees, a related party		284,745			31,000

Total liabilities		47,082,585			44,537,110
Commitments and contingencies		—			—
Members’ deficiency (at September 30, 2011 and December 31, 2010, there were 720 units (at $5,000 per unit) of participation units outstanding)		(1,698,822	)		(4,821,116	)

Total liability and members’ deficiency	$	45,383,763		$	39,715,994

	For the			For the
	Six Months Ended			Year Ended
	June 30, 2011			December 31, 2010
Members’ deficiency:
January 1, 2011	$	(4,821,116	)
January 1, 2010				$	(4,871,646	)
Add, net income (loss):
January 1, 2011 through June 30, 2011		(237,667	)		—
January 1, 2010 through December 31, 2010		—			4,666,313
		(5,058,783	)		(205,333	)
Less, distributions:
Distributions January 1, 2011 through June 30, 2011		360,000			—
Distributions January 1, 2010 through December 31, 2010		—			720,000
Distribution, November 30, 2010		—			3,895,783
		360,000			4,615,783
Members’ deficiency at the end of the period:	$	(5,418,783	)	$	(4,821,116	)

See notes to the condensed financial statements.

~~See~~1 ~~notes to the condensed financial statements.~~

~~Table~~250 ofWest ~~Contents~~57th St. Associates L.L.C.

	For the			For the
	Six Months Ended			Six Months Ended
	June 30, 2011			June 30, 2010
Cash flows from operating activities:
Net income (loss)	$	(237,667	)	$	91,080
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of building and tenant improvements		733,114			469,574
Amortization of leasing commissions		96,737			96,557
Amortization of mortgage refinancing costs		158,522			158,522
Changes in operating assets and liabilities:
Other receivable		(57,758	)		(103,980	)
Leasing commissions paid		(101,646	)		(85,292	)
Change in accrued mortgage interest		(2,392	)		(2,273	)
Change in accrued supervisory fees, a related party		(31,000	)		—
Change in accrued expenses and other liabilities		172,426			—
Net cash provided by operating activities		730,336			624,188
Cash flows from investing activities:
Purchase of building and tenant improvements		(1,860,055	)		(718,763	)
Increase (decrease) in payable to Lessee		1,961,700			(199,241	)
Net cash provided by (used in) investing activities		101,645			(918,004	)
Cash flows from financing activities:
Repayment of mortgages payable		(482,828	)		(457,024	)
Financing costs		—			50
Deferred costs		(185,412	)		—
Distributions to Participants		(360,000	)		(360,000	)
Members’ distributions held by Supervisor		—			(60,000	)
Net cash used in financing activities		(1,028,240	)		(876,974	)
Net decrease in cash and cash equivalents		(196,259	)		(1,170,790	)
Cash and cash equivalents, beginning of period		1,513,152			1,953,929
Cash and cash equivalents, end of period	$	1,316,893		$	783,139
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,138,842		$	1,164,647

(A Limited Liability Company)

~~See~~Condensed ~~notes~~Statements toof ~~the~~Operations ~~condensed financial statements.~~

~~Table~~(Unaudited) ~~of Contents~~

Notes to Condensed Financial Statements (Unaudited)


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Revenue:
Basic minimum annual rent, from a related party	$	818,005	$	818,005	$	2,453,508	$	2,453,508
Advance of primary overage rent, from a related party		188,000		188,000		564,000		564,000
Secondary overage rent, from a related party		4,350,339		5,081,285		4,350,339		5,081,285

Total rent income		5,356,344		6,087,290		7,367,847		8,098,793
Dividend income		15		11		64		70
Interest income		199		260		635		405

Total revenue		5,356,558		6,087,561		7,368,546		8,099,268


Expenses:
Interest on mortgages		642,626		655,911		1,937,598		1,976,807
Basic fees for supervisory services, to a related party		31,425		30,500		92,425		60,500
Additional payment for supervisory services, to a related party		284,745		432,865		284,745		432,865
Depreciation of building and tenant improvements		379,159		238,236		1,112,272		707,810
Amortization of leasing commissions		46,247		46,604		142,985		143,161
Professional fees and miscellaneous		72,395		18,165		136,227		21,765

Total expenses		1,456,597		1,422,281		3,706,252		3,342,908

Net income	$	3,899,961	$	4,665,280	$	3,662,294	$	4,756,360


Earnings per $5,000 participation unit, based on 720 participation units outstanding during the period	$	5,416.61	$	6,479.56	$	5,086.52	$	6,606.06


Distributions per $5,000 participation unit consisted of the following:
Income	$	250.00	$	250.00	$	750.00	$	750.00
Return of capital		—		—		—		—

Total distributions	$	250.00	$	250.00	$	750.00	$	750.00

~~Note~~See Anotes ~~Interim~~to ~~Period~~the ~~Reporting~~ condensed financial statements.

In2 the opinion of management, the accompanying unaudited condensed financial statements of 250 West 57th 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, 2011 and its results of operations for the three and six months ended June 30, 2011 and 2010 and cash flows for the six months ended June 30, 2011 and 2010. Information included in the condensed balance sheet as of December 31, 2010 has been derived from the audited balance sheet included in Registrant’s Form 10-K for the year ended December 31, 2010 (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, notes to financial statements and the other information in the 10-K. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results to be expected for any interim period or the full year.

~~Reclassification~~ 250 West 57th St. Associates L.L.C.

~~Certain~~(A ~~prior~~Limited ~~year~~Liability ~~balances~~Company) ~~have been reclassified to conform with the current period presentation.~~

~~Note~~Statements Bof ~~Organization~~ Members’ Deficiency

Registrant is a New York limited liability company which was organized as a joint venture on May 25, 1953. On September 30, 1953, Registrant acquired fee title to the building known as 250 West 57th Street (~~the “Building”~~Unaudited), formerly known as the Fisk Building, and the land thereunder located at 250-264 West 57th Street, New York, New York (collectively, the “Property”). On November 30, 2001, Registrant converted to a limited liability company under New York law and is now known as 250 West 57th 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 future liability to a third party. 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 (“Participations”) in their respective member interests in Registrant (the “Participants”). The Members in Registrant hold senior positions at Malkin Holdings LLC (“Malkin Holdings” or the “Supervisor”) (formerly Wien & Malkin LLC), One Grand Central Place, 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and Lessee. See Note E below.

		September 30,			September 30,
	For the Nine Months Ended September 30, 2011			For the Year Ended December 31, 2010
Members’ deficiency:
January 1, 2011 January 1, 2010	$	(4,821,116	)	$	(4,871,646	)
Add, net income:
January 1, 2011 through September 30, 2011		3,662,294
January 1, 2010 through December 31, 2010					4,666,313

		(1,158,822	)		(205,333	)

Less, distributions:
Distributions January 1, 2011 through September 30, 2011		540,000
Distributions January 1, 2010 through December 31, 2010					720,000
Distribution, November 30, 2010					3,895,783

		540,000			4,615,783

Members’ deficiency at the end of the period:	$	(1,698,822	)	$	(4,821,116	)

~~Note~~See Cnotes ~~Lease~~ to the condensed financial statements.

~~Registrant~~3 does not operate the Property. Registrant leases the Property to Fisk Building Associates L.L.C. (the “Lessee”) under a long-term net operating lease dated May 1, 1954 (the “Lease”). In 1985, the Participants in Registrant consented to Registrant’s Agents granting Lessee four options to extend the Lease, in each case for an additional twenty-five year renewal period, the last expiring in 2103, all on the same terms as the original lease. The Agents intend to grant such options on behalf of Registrant, subject to Lessee’s compliance with such consents. Such options have been granted by the Agents and exercised by Lessee as to (a) the first renewal period from October 1, 2003 through September 30, 2028, and (b) the second renewal period from October 1, 2028 through September 30, 2053. The Participants in Registrant have consented to the granting of options to the Lessee to extend the lease for two additional 25-year renewal terms expiring in 2103. Lessee is a New York limited liability company whose members consist of, among others, Anthony E. Malkin and entities for the benefit of members of Peter L. Malkin’s and Anthony E. Malkin’s family.

~~Under~~250 ~~the~~West ~~Lease,~~57th effective May 1, 1975, between Registrant and Lessee, basic annual rent (“Basic Rent”) was equal to mortgage principal and interest payments plus $28,000 for partial payment to Malkin Holdings for supervisory servicesSt. ~~The~~Associates lease modification dated November 17, 2000, and as further modified, between Registrant and Lessee provides that Basic Rent will be equal to the sum of $28,000 plus the installment payments for interest and amortization (not including any balloon payment due at maturity) currently payable on all mortgagesL. ~~Basic Rent is payable in monthly installments on the first day of each calendar month in an amount equal to $2,333~~L.~~33 plus the projected debt service due on the mortgages on the first day of the ensuing calendar month (with a reconciliation to be made as soon as practicable thereafter)~~C. ~~Basic Rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on the mortgages. See Note D.~~

~~Lessee is required to make a monthly payment to Registrant, as an advance against primary overage rent~~ (~~“Primary~~A ~~Overage~~Limited ~~Rent”),~~Liability of an amount equal to its operating profit for its previous lease year in the maximum amount of $752,000 per annum. Lessee currently advances $752,000 each year, which is recorded in revenues in monthly installments of $62,667 and permits Registrant to make regular monthly distributions at 20% per annum on the Participants’ remaining original cash investment (which remaining cash investment at June 30, 2011, was equal to the participants’ original cash investment of $3,600,000Company) ~~and to pay $1,667 monthly to Supervisor as an advance of the additional payment (the “Additional Payment”).~~

~~Lessee~~Condensed isStatements ~~also required to make an annual payment to Registrant~~ of ~~secondary~~Cash ~~overage~~Flows rent (“Secondary Overage Rent”) subsequent to September 30th of the amount representing 50% of the excess of the net operating profit (as defined) of the Lessee for the lease year ending September 30th over the Primary Overage Rent of $752,000, less the amount representing interest earned and retained by Registrant on funds borrowed for the building improvement program described below. Since it is not practicable to estimate Secondary Overage Rent for the lease year ending on September 30th which would be allocable to the first nine months of the lease year until the Lessee, pursuant to the Lease, renders to Registrant a report on the operation of the Property. Registrant recognizes Secondary Overage Rent when earned from the Lessee, at the close of the lease year ending September 30th and records such amount in revenue in the three months ended September 30th.

~~Table~~(Unaudited) ~~of Contents~~

For the lease year ended September 30, 2010, Lessee reported net operating profit of $10,915,299 after deduction of Basic Rent. Lessee paid Primary Overage Rent of $752,000 for that lease year prior to September 30, 2010 and Secondary Overage Rent of $5,081,285 subsequent to September 30, 2010. The Secondary Overage Rent of $5,081,285 represents 50% of the excess of the Lessee’s net operating profit of $10,915,299 over $752,000, less $363 representing interest earned and retained by Registrant on funds borrowed for the improvement program. As a result, the Secondary Overage Rent paid by the Lessee subsequent to September 30, 2010 of $5,081,285 plus $363 of interest income was available for distribution by Registrant to the Participants. After deducting $750,000 for general contingencies, the Additional Payment to Supervisor of $452,865 (Note E) — of which $20,000 was advanced from annual Primary Overage Rent of $752,000 — and annual New York State filing fees of $3,000, the balance of $3,895,783 was distributed by Registrant to the Participants on November 30, 2010.

		September 30,			September 30,
	For the Nine Months Ended September 30, 2011			For the Nine Months Ended September 30, 2010
Cash flows from operating activities:
Net income (loss)	$	3,662,294		$	4,756,360
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of building and tenant improvements		1,112,272			707,810
Amortization of leasing commissions		142,984			143,161
Amortization of mortgage refinancing costs		237,783			237,783
Changes in operating assets and liabilities:
Other receivable and Due from Lessee		(4,424,412	)		(5,211,195	)
Leasing commissions paid		(159,949	)		(166,946	)
Increase (decrease) in accrued mortgage interest		(3,529	)		(3,347	)
Increase (decrease) in accrued supervisory fees, a related party		253,745			448,365
Increase (decrease) in accrued expenses and other liabilities		(66,481	)		—


Net cash provided by operating activities		754,707			911,991


Cash flows from investing activities:
Purchase of building and tenant improvements		(2,931,285	)		(1,283,355	)
Increase in payable to Lessee		3,091,234			447,005

Net cash provided by (used in) investing activities		159,949			(836,350	)


Cash flows from financing activities:
Repayment of mortgages payable		(729,331	)		(690,304	)
Financing costs		—			50
Deferred costs		(379,021	)		—
Distributions to Participants		(540,000	)		(540,000	)
Members’ distributions held by Supervisor		—			(60,000	)

Net cash used in financing activities		(1,648,352	)		(1,290,254	)


Net decrease in cash and cash equivalents		(733,696	)		(1,214,613	)
Cash and cash equivalents, beginning of period		1,513,152			1,953,929

Cash and cash equivalents, end of period	$	779,456		$	739,316


Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,703,342		$	1,742,371

AsSee anotes ~~result of its revenue recognition policy, rental income for the year ending December 31 includes the advances of Primary Overage Rent received from October 1~~ to ~~December 31, but does not include any portion of Secondary Overage Rent based on~~ the ~~Lessee’s~~condensed ~~operations~~financial ~~during that period~~statements.

~~Note~~4 ~~D Mortgages~~

OnNotes ~~December 29,~~to ~~2004,~~Condensed aFinancial ~~first~~Statements ~~mortgage~~ (~~the “First Mortgage”~~Unaudited) was placed on the Property in the amount of $30,500,000 with Prudential Insurance Company of America. At closing, $3,000,000 was drawn and the remaining $27,500,000 was drawn during 2005. These draws paid off the pre-existing first mortgage of $15,500,000 with Emigrant Savings Bank on September 1, 2005 and were used to finance capital improvements as needed. The initial draw of $3,000,000 and all subsequent draws required constant equal monthly payments of interest only, at the rate of 5.33% per annum until January 5, 2007. Commencing February 5, 2007 Registrant is required to make monthly payments of $184,213 applied to interest and principal calculated on a 25-year amortization schedule. The balance of the First Mortgage is $27,594,504 at June 30, 2011. The First Mortgage matures on January 5, 2015 when the principal balance will be $24,754,972. The First Mortgage 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 First Mortgage is paid in full during the last 90 days of the term.

OnNote ~~May 25,~~A ~~2006,~~Interim aPeriod ~~second~~Reporting mortgage (the “Second Mortgage”) was placed on the Property in the amount of $12,410,000 with Prudential Insurance Company of America. $2,100,000 was drawn at closing and $10,310,000 had been drawn as of March 5, 2009. The initial draw of $2,100,000 and all subsequent draws required constant equal monthly payments of interest only, at the rate of 6.13% per annum until March 5, 2009. Commencing April 5, 2009, Registrant is required to make monthly payments of $80,947 applied to interest and principal calculated on a 25- year amortization schedule. The balance of the Second Mortgage is $11,902,930 at June 30, 2011. The Second Mortgage matures on January 5, 2015 when the principal balance will be $10,961,870. The Second Mortgage 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 Second Mortgage is paid in full during the last 60 days of the term.

~~Table~~In the opinion of ~~Contents~~management, the accompanying unaudited condensed financial statements of 250 West 57th 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 September 30, 2011 and its results of operations for the three and nine months ended September 30, 2011 and 2010 and cash flows for the nine months ended September 30, 2011 and 2010. Information included in the condensed balance sheet as of December 31, 2010 has been derived from the audited balance sheet included in Registrant’s Form 10-K for the year ended December 31, 2010 (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, notes to financial statements and the other information in the 10-K. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for any interim period or the full year.

OnReclassification October 15, 2009, Registrant closed on a $21,000,000 line of credit from Signature Bank secured by a mortgage on the Property, subordinate to the existing senior mortgage debt held by Prudential Insurance Company of America in the original amount of $42,910,000, and to be used for capital improvements. $934,616 was drawn at closing and is the balance at June 30, 2011. The new loan requires payments of interest only and is co-terminus with the existing senior mortgage debt. Interest on the new loan is at a floating rate of prime plus 1.0% with a floor of 6.50% per annum unless Registrant elects to fix the rate on the floating rate balance, in minimum increments of $5,000,000, for the then-remaining loan term. Registrant has two options to fix the then floating rate balance. Such fixed rate shall be (a) 300 basis points over the Treasury Bill rate with a floor of 6.50% per annum or (b) if Registrant then chooses to eliminate any loan prepayment penalty, 325 basis points over the Treasury Bill rate with a floor of 6.75% per annum.

~~The~~Certain ~~estimated~~prior ~~fair~~year ~~value~~balances have ofbeen ~~Registrant’s~~reclassified ~~mortgage~~to ~~debt~~conform ~~based~~with onthe ~~available~~current ~~market~~period ~~information is approximately $42,073,340 as of June 30, 2011~~presentation.

InNote ~~1999,~~B ~~the~~Organization Participants in Registrant and the members in Lessee consented to a building improvement program (the “Program”) estimated to cost approximately $12,200,000. In 2004, the Participants and Lessee approved an increase in the Program from $12,200,000 to approximately $31,400,000 under substantially the same conditions as had previously been approved. To induce the Lessee to approve the Program, Registrant’s Participants authorized a grant to the Lessee, upon completion of the Program, of the right to further extensions of the Lease beyond 2103, based on the net present benefit to Registrant of the improvements made.

~~The~~Registrant ~~Program~~is ~~for~~a ~~improvements~~New York limited liability company which was ~~further~~organized ~~increased~~as ina ~~2006~~joint venture ~~from~~on ~~$31~~May 25,~~400,000~~ to1953. upOn ~~to $82~~September 30,~~300~~ 1953,~~000,~~ ~~again~~Registrant onacquired fee title to the ~~basis~~building ~~that~~known ~~such~~as ~~increase~~250 ~~would~~West 57th ~~allow~~Street a(the ~~further~~“Building”), ~~extension~~formerly ofknown as the ~~Lease based~~Fisk onBuilding, and the ~~net~~land ~~present~~thereunder ~~benefit~~located toat ~~Registrant~~250-264 ofWest ~~the~~57th ~~improvements~~Street, ~~made~~New York, New York (collectively, the “Property”). ~~The~~On ~~Participants~~November 30, in 2001, Registrant ~~and~~converted ~~the~~to ~~members~~a inlimited ~~Lessee~~liability ~~have~~company ~~approved~~under ~~increasing~~New ~~the~~York ~~financing~~law ~~from~~and ~~the~~is ~~total~~now known ofas 250 West 57th St. Associates L.L.C. The ~~$42,910,000~~conversion ~~provided~~did bynot change any aspect of the ~~First~~assets and ~~Second~~operations ~~Mortgages~~of Registrant other than to upprotect its Participants from future liability to ~~$63,900,000~~a third party. AsRegistrant’s ofmembers ~~June 30~~(“Members”) are Peter L. Malkin and Anthony E. Malkin (collectively, ~~2011~~the “Agents”), ~~Registrant~~ ~~had~~each ~~incurred~~of orwhom ~~accrued~~also ~~costs~~acts ~~related~~as toan ~~the~~agent ~~improvement~~for ~~program~~holders of ~~$41,018,697~~participations ~~and estimated~~(“Participations”) ~~that~~in ~~costs~~their ~~upon~~respective ~~completion~~member ~~will~~interests bein ~~approximately~~Registrant ~~$82,300,000~~(the “Participants”). The ~~balance~~Members ofin ~~the~~Registrant ~~costs of~~hold ~~the~~senior ~~Program~~positions ~~will~~at beMalkin ~~financed~~Holdings ~~primarily~~LLC by(“Malkin Holdings” or the ~~additional~~“Supervisor”) ~~borrowings~~(formerly ~~available~~Wien & ~~under~~Malkin ~~the~~LLC), ~~$21~~One Grand Central Place,~~000,000 previously~~ ~~approved~~60 ~~loan~~East ~~that~~42nd ~~closed~~Street, onNew ~~October 15~~York, ~~2009~~New York, which provides supervisory and other services to Registrant and Lessee’s. ~~operating~~See ~~cash~~Note ~~flow~~E below.

~~Note~~5 ~~E Supervisory Services~~

~~Registrant~~Note ~~pays~~C ~~Supervisor~~Lease for supervisory services and disbursements. The basic fee has been payable at the rate of $40,000 per annum, payable $3,333 per month, since the fiscal year ended September 30, 1980. The Agents have approved an increase in such fee in an amount equal to the increase in the Consumer Price Index since such date, resulting in an increase in the basic fee to $102,000 per annum effective July 1, 2010. The basic fee will be subject to further increase in accordance with any future increase in the Consumer Price Index. The fee is payable (i) not less than $2,333 per month, (ii) an additional $1,000 per month out of Primary Overage Rent payment and (iii) the balance out of available reserves from Secondary Overage Rent. Any deficiency in the portion of the fee payable from Primary or Secondary Overage Rent shall be payable out of Secondary Overage Rent in the next year in which Secondary Overage 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.

~~Table~~Registrant does not operate the Property. Registrant leases the Property to Fisk Building Associates L.L.C. (the “Lessee”) under a long-term net operating lease dated May 1, 1954 (the “Lease”). In 1985, the Participants in Registrant consented to Registrant’s Agents granting Lessee four options to extend the Lease, in each case for an additional twenty-five year renewal period, the last expiring in 2103, all on the same terms as the original lease. The Agents intend to grant such options on behalf of ~~Contents~~Registrant, subject to Lessee’s compliance with such consents. Such options have been granted by the Agents and exercised by Lessee as to (a) the first renewal period from October 1, 2003 through September 30, 2028, and (b) the second renewal period from October 1, 2028 through September 30, 2053. The Participants in Registrant have consented to the granting of options to the Lessee to extend the lease for two additional 25-year renewal terms expiring in 2103. Lessee is a New York limited liability company whose members consist of, among others, Anthony E. Malkin and entities for the benefit of members of Peter L. Malkin’s and Anthony E. Malkin’s family.

Under the Lease, effective May 1, 1975, between Registrant ~~pays~~and ~~Supervisor~~Lessee, anbasic ~~Additional~~annual ~~Payment~~rent (“Basic Rent”) was equal to ~~10%~~mortgage ofprincipal ~~all~~and ~~distributions~~interest payments plus $28,000 for partial payment to Malkin Holdings for supervisory services. The lease modification dated November 17, 2000, and as further modified, between Registrant and Lessee provides ~~Participants~~that inBasic ~~any~~Rent ~~year~~will inbe ~~excess~~equal to the sum of $28,000 plus the ~~amount~~installment ~~representing~~payments afor ~~return~~interest toand ~~them~~amortization at(not ~~the~~including ~~rate~~any ~~15%~~balloon ~~per annum~~payment due at maturity) currently payable on ~~their~~all ~~remaining~~mortgages. ~~cash~~Basic ~~investment~~Rent is payable in ~~Registrant~~monthly ~~(which~~installments ~~remaining~~on the ~~cash~~first ~~investment~~day atof ~~June 30, 2011~~each ~~was~~calendar month in an amount equal to $2,333.33 plus the ~~Participants’~~projected ~~original~~debt ~~cash~~service ~~investment~~due on the mortgages on the first day of ~~$3,600,000).~~the ~~For~~ensuing ~~tax~~calendar ~~purposes,~~month ~~such Additional~~(with ~~Payment~~a isreconciliation ~~recognized~~to be made as asoon ~~profits~~as ~~interest,~~practicable ~~and~~thereafter). ~~the~~Basic ~~Supervisor~~Rent shall isbe ~~treated~~adjusted ason a ~~partner, all~~dollar-for-dollar ~~without~~basis ~~modifying~~by ~~each~~changes ~~Participant’s~~in ~~distributive~~the ~~share~~annual ofdebt ~~reportable~~service ~~income~~on ~~and~~the ~~cash distributions~~mortgages. See Note D.

~~The~~Lessee ~~basic~~is ~~supervisory~~required ~~services~~to ~~provided~~make toa ~~Registrant~~monthly bypayment ~~Supervisor~~to ~~include~~Registrant, ~~but~~as ~~are~~an ~~not limited~~advance ~~to,~~against ~~maintaining~~primary ~~all~~overage ofrent ~~its~~(“Primary ~~entity~~Overage ~~and Participant records~~Rent”), ~~performing physical inspections~~ of ~~the~~an ~~Building,~~amount ~~providing~~equal orto ~~coordinating~~its ~~certain~~operating ~~counsel~~profit ~~services~~for toits ~~Registrant,~~previous ~~reviewing~~lease ~~insurance~~year ~~coverage,~~in ~~conducting~~the ~~annual~~maximum ~~supervisory~~amount ~~review~~of ~~meetings~~$752,000 ~~receipt~~per ofannum. ~~monthly~~Lessee ~~rent~~currently ~~from Lessee~~advances $752,000 ~~payment~~each ofyear, ~~monthly~~which ~~and~~is ~~additional~~recorded ~~distributions~~in torevenues ~~the~~in ~~Participants,~~monthly ~~payment~~installments of ~~all other disbursements~~$62,667 ~~confirmation~~and ofpermits ~~the~~Registrant ~~payment~~to ofmake ~~real~~regular ~~estate~~monthly ~~taxes,~~distributions ~~active~~at ~~review~~20% per ofannum ~~financial~~on ~~statements~~the ~~submitted~~Participants’ toremaining ~~Registrant~~original bycash ~~Lessee~~investment ~~and~~(which ~~financial~~remaining ~~statements~~cash ~~audited~~investment byat ~~and~~September 30, ~~tax information~~2011, ~~prepared~~was byequal ~~Registrant~~to the participants’s ~~independent~~original ~~registered~~cash ~~public~~investment ~~accounting~~of ~~firm~~$3,600,000) and ~~distribution~~ ofto ~~related~~pay ~~materials~~$1,667 monthly to ~~the Participants.~~ Supervisor ~~also~~as ~~prepares~~an ~~quarterly, annual~~advance ~~and~~of ~~other~~the ~~periodic~~additional ~~filings~~payment ~~with~~ (the ~~SEC~~“Additional ~~and applicable state authorities~~Payment”).

~~Registrant~~Lessee is also ~~pays~~required to ~~Supervisor~~make ~~for~~an ~~other~~annual ~~services~~payment atto ~~hourly~~Registrant ~~rates.~~of ~~Pursuant~~secondary overage rent (“Secondary Overage Rent”) subsequent to September 30th of the ~~fee arrangements~~amount ~~described~~representing ~~herein,~~50% ~~Registrant~~of ~~incurred~~the ~~supervisory~~excess ~~service~~of ~~fees~~the net operating profit (as defined) of the Lessee for the lease year ending September 30th over the Primary Overage Rent of $61752,000, less the amount representing interest earned and retained by Registrant on funds borrowed for the ~~six-month~~ ~~period~~building ~~ended~~improvement ~~June 30,~~program ~~2011~~described below. NoIt ~~remuneration~~is ~~was~~not ~~paid~~practical ~~during~~to estimate Secondary Overage Rent for the ~~six-month~~lease ~~periods~~year ~~ended~~ending on ~~June~~September 3030th which would be allocable to the first nine months of the lease year until the Lessee, ~~2011~~pursuant ~~and~~to ~~2010~~the byLease, ~~Registrant~~renders to ~~either~~Registrant a report on the operation of the ~~Members~~Property. Registrant recognizes Secondary Overage Rent when earned from the Lessee, at the close of the lease year ending September 30th and records such amount in revenue in the three months ended September 30th.

~~Reference~~6 is made to Note C above for a description of the terms of the Lease between Registrant and Lessee. The respective interests of the Members in Registrant and in Lessee arise solely from ownership of their respective Participations in Registrant and Anthony E. Malkin’s participating interest in Lessee and Peter L. Malkin and Anthony E. Malkin’s family entities ownership of member interests 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.

~~Subsequent~~For ~~Events~~the lease year ended September 30, 2011, Lessee reported net operating profit of $9,452,901 after deduction of Basic Rent. Lessee paid Primary Overage Rent of $752,000 for that lease year prior to September 30, 2011 and Secondary Overage Rent of $4,350,339 subsequent to September 30, 2011. The Secondary Overage Rent of $4,350,339 represents 50% of the excess of the Lessee’s net operating profit of $9,452,901 over $752,000, less $111 representing interest earned and retained by Registrant on funds borrowed for the improvement program. As a result, the Secondary Overage Rent paid by the Lessee subsequent to September 30, 2011 of $4,350,339 plus $111 of interest income was available for distribution by the Registrant to the Participants. After deducting $1,500,000 for general contingencies, the Additional Payment to Supervisor of $284,745 (Note E) and New York State filing fees of $3,000, the balance of $2,847,449 was distributed by Registrant to the Participants on December 14, 2011.

~~Subsequent~~As ~~events~~a ~~have~~result ~~been~~of ~~evaluated~~its revenue recognition policy, rental income for ~~potential~~the ~~recognition~~year ~~and~~ending ~~disclosure.~~December 31 includes the advances of Primary Overage Rent received from October 1 to December 31, but does not include any portion of Secondary Overage Rent based on the Lessee’s operations during that period.

~~Table~~The Supervisor of ~~Contents~~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 a consolidation transaction. 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 will be contributed to the operating partnership of a newly organized publicly traded real estate investment trust.

~~Item 2.~~Consents ~~Management’s~~are ~~Discussion~~required from Participants in the Registrant and ~~Analysis~~such ofother ~~Financial~~public ~~Condition~~limited liability companies for them to contribute their interests in the consolidation, and ~~Results~~the solicitation of ~~Operations~~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.

~~Forward~~The ~~Looking~~consideration ~~Statements~~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.

~~Readers~~Note ofD ~~this~~Mortgages 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.

~~Although~~On ~~Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions~~December 29, ~~such statements are subject to risks and uncertainties~~2004, ~~which~~a ~~may~~first ~~cause~~mortgage (the ~~actual~~“First ~~results~~Mortgage”) towas ~~differ~~placed ~~materially~~on ~~from those projected. Such~~the ~~factors~~Property ~~include,~~in ~~but are not limited to,~~ the ~~following:~~amount ~~general~~of ~~economic and business conditions~~$30, ~~which will~~500,000 ~~among~~with ~~other~~Prudential ~~things,~~Insurance ~~affect~~Company ~~demand~~of ~~for~~America. ~~rental~~At ~~space~~closing, ~~the availability of prospective tenants~~$3,000,000 ~~lease~~was ~~rents~~drawn and the ~~availability~~remaining ~~of financing; adverse changes in Registrant’s real estate market~~$27, ~~including~~500,000 ~~among~~was ~~other~~drawn ~~things,~~during ~~competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.~~

~~Financial~~7 ~~Condition and Results of Operations~~

~~Registrant~~ 2005. ~~was~~These ~~organized~~draws ~~solely~~paid ~~for~~off the ~~purpose~~pre-existing offirst ~~owning~~mortgage ~~the~~of ~~Property~~$15,500,000 ~~subject~~with toEmigrant aSavings ~~net operating~~Bank ~~lease~~on ofSeptember 1, ~~the~~2005 ~~Property~~and ~~held~~were byused ~~Lessee.~~to ~~Registrant~~finance iscapital ~~required~~improvements toas ~~pay,~~needed. ~~from~~The ~~Basic Rent~~initial ~~under~~draw ~~the~~of ~~Lease~~$3,000,000 ~~the~~and ~~charges~~all onsubsequent ~~the~~draws ~~First~~required ~~and~~constant ~~Second~~equal ~~mortgages~~monthly ~~and~~payments of interest only, at the ~~line~~rate of ~~credit~~5.33% per ~~and~~annum ~~amounts for~~until ~~supervisory~~January 5, ~~services~~2007. Commencing February 5, 2007 Registrant is required to ~~pay~~make ~~from~~monthly ~~Primary Overage Rent and Secondary~~payments ~~Overage~~of ~~Rent~~$184,213 ~~the~~applied ~~Additional~~to ~~Payment~~interest toand ~~Supervisor,~~principal ~~other~~calculated ~~expenses~~on ~~and~~a ~~then~~25-year toamortization ~~distribute~~schedule. ~~the~~ The balance of ~~such~~the ~~Overage~~First ~~Rent~~Mortgage ~~less~~is ~~any~~$27,408,739 ~~additions~~at toSeptember 30, ~~reserves~~2011. toThe ~~the~~First ~~Participants.~~Mortgage ~~See~~matures ~~Note~~on EJanuary 5, to2015 when the principal balance ~~condensed~~will ~~financial~~be ~~statements~~$24,754,972. ~~Pursuant~~The toFirst ~~the~~Mortgage ~~Lease,~~may ~~Lessee~~be ~~has~~prepaid ~~assumed~~at ~~responsibility~~any ~~for the condition~~time, ~~operation,~~in ~~repair~~whole only, ~~maintenance~~upon ~~and~~payment ~~management~~ of ~~the~~a ~~Property~~prepayment penalty based on a yield maintenance formula. ~~Accordingly,~~There ~~Registrant need~~is ~~not~~no ~~maintain~~prepayment ~~substantial~~penalty ~~reserves~~if orthe ~~otherwise~~First ~~maintain~~Mortgage ~~liquid~~is ~~assets~~paid toin ~~defray~~full ~~any~~during ~~operating~~the last 90 ~~expenses~~days of the ~~Property~~term.

~~Registrant’s~~On ~~results~~May 25, of2006, ~~operations~~a ~~are~~second ~~affected~~mortgage ~~primarily~~(the by“Second Mortgage”) was placed on the Property in the amount of ~~rent~~$12,410,000 ~~payable~~with toPrudential ~~it under~~Insurance ~~the~~Company ~~Lease~~of America. ~~The~~$2,100,000 ~~amounts~~was drawn at closing and $10,310,000 had been drawn as of ~~Primary~~March 5, ~~Overage~~2009. ~~Rent~~The ~~and~~initial ~~Secondary~~draw ~~Overage~~of ~~Rent~~$2,100,000 ~~are~~and ~~affected~~all bysubsequent draws required constant equal monthly payments of interest only, at the ~~New~~rate ~~York~~of ~~City~~6.13% per ~~economy~~annum ~~and~~until ~~real~~March 5, ~~estate~~2009. ~~rental~~Commencing ~~market~~April 5, ~~which~~2009, Registrant is ~~difficult~~required ~~for~~to ~~management~~make monthly payments of $80,947 applied to interest and principal calculated on a 25- ~~forecast~~year amortization schedule. The balance of the Second Mortgage is $11,842,191 at September 30, 2011. The Second Mortgage matures on January 5, 2015 when the principal balance will be $10,961,870. The Second Mortgage 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 Second Mortgage is paid in full during the last 60 days of the term.

On October 15, 2009, Registrant ~~does~~closed ~~not~~on ~~pay~~a ~~dividends.~~$21,000,000 ~~During~~line ~~the~~of ~~six-month~~credit ~~period~~from ~~ended~~Signature ~~June 30,~~Bank ~~2011,~~secured by a mortgage on ~~Registrant~~the ~~made~~Property, ~~regular~~subordinate ~~monthly~~to ~~distributions~~the existing senior mortgage debt held by Prudential Insurance Company of ~~$83.33~~America ~~for~~in ~~each~~the ~~$5,000~~original ~~Participation~~amount (of $142,910,000, ~~per annum~~and to be used for ~~each~~capital improvements. $5934,~~000~~616 ~~participation).~~was ~~There~~drawn ~~are~~at noclosing ~~restrictions~~and onis ~~Registrant’s~~the ~~present~~balance ~~or future~~at ~~ability~~September 30, to2011. ~~make~~The ~~distributions;~~new ~~however,~~loan ~~the~~requires ~~amount~~payments of ~~such~~interest ~~distributions~~only ~~depends~~and is co-terminus with the existing senior mortgage debt. Interest on the ~~ability~~new loan is at a floating rate of prime plus 1.0% with a floor of 6.50% per annum unless ~~Lessee~~Registrant elects to ~~make~~fix ~~monthly~~the ~~payments~~rate ofon ~~Basic~~the ~~Rent~~floating rate balance, ~~Primary~~in ~~Overage~~minimum ~~Rent~~increments of $5,000,000, ~~and~~for ~~Secondary~~the ~~Overage~~then-remaining ~~Rent~~loan to term. Registrant inhas ~~accordance~~two ~~with~~options to fix the ~~terms~~then offloating rate balance. Such fixed rate shall be (a) 300 basis points over the ~~Lease~~Treasury Bill rate with a floor of 6.50% per annum or (b) if Registrant ~~expects~~then chooses to ~~make~~eliminate ~~distributions~~any ~~so long~~loan asprepayment itpenalty, ~~receives~~325 basis points over the ~~payments~~Treasury ~~provided~~Bill ~~for~~rate ~~under~~with ~~the~~a ~~Lease~~floor of 6. 75% per annum.

OnThe ~~November 30,~~estimated ~~2010,~~fair value of Registrant’s ~~made~~mortgage andebt ~~additional~~based ~~distribution~~on ofavailable ~~$5,411~~market ~~for~~information ~~each~~is approximately $541,~~000 participation.~~091,829 ~~Such~~as ~~distribution represented the balance~~ of ~~Secondary Overage Rent paid by Lessee subsequent to~~ September 30, ~~2010~~2011. inThe ~~accordance~~fair ~~with~~value ~~the terms~~ of ~~the~~borrowings ~~Lease~~is ~~after~~estimated ~~deducting~~by discounting the ~~required~~ ~~Additional~~future ~~Payment~~cash toflows ~~Supervisor,~~using ~~professional~~current ~~fees,~~interest ~~annual~~rates ~~New~~at ~~York State~~which ~~filing~~similar ~~fees~~borrowings ~~and~~could ~~general~~be ~~contingencies.~~made ~~See~~by ~~Notes C and D to the condensed financial statements herein~~us.

~~Table~~In 1999, the Participants in Registrant and the members in Lessee consented to a building improvement program (the “Program”) estimated to cost approximately $12,200,000. In 2004, the Participants and Lessee approved an increase in the Program from $12,200,000 to approximately $31,400,000 under substantially the same conditions as had previously been approved. To induce the Lessee to approve the Program, Registrant’s Participants authorized a grant to the Lessee, upon completion of ~~Contents~~the Program, of the right to further extensions of the Lease beyond 2103, based on the net present benefit to Registrant of the improvements made.

~~The~~8 ~~following summarizes, with respect to the current period and corresponding period of the previous year, the material factors affecting Registrant’s results of operations for such periods:~~

~~Total~~The ~~revenues~~Program for improvements was further increased ~~for~~in ~~the~~2006 ~~six~~from ~~month~~$31,400,000 to ~~period~~up ~~ended~~to ~~June 30~~$82,300,000, ~~2011~~again ason ~~compared with~~the basis that such increase would allow a further extension of the ~~corresponding~~Lease ~~period~~based on the net present benefit to Registrant of the ~~prior~~improvements ~~year~~made. ~~Such~~The ~~increase~~Participants ~~was~~in Registrant and the ~~result~~members ofin anLessee have approved ~~increase~~increasing inthe ~~interest~~financing ~~income~~from ~~for~~the total of $42,910,000 provided by the ~~six~~First ~~month~~and ~~period~~Second ~~ended~~Mortgages ~~June~~to up to $63,900,000. As of September 30, 2011, asRegistrant ~~compared with~~had incurred or accrued costs related to the ~~corresponding~~improvement ~~period~~program of ~~the~~$42,089,929 ~~prior~~and estimated ~~year~~that costs upon completion will be approximately $82,300,000. The balance of the costs of the Program will be financed primarily by the additional borrowings available under the $21,000,000 previously approved loan that closed on October 15, 2009 and Lessee’s operating cash flow.

~~Total~~Note ~~revenues~~E ~~increased~~Supervisory ~~for~~Services the three month period ended June 30, 2011 as compared with the corresponding period of the prior year. Such increase was the result of an increase in interest income for the three month period ended June 30, 2011 as compared with the corresponding period of the prior year.

~~Total~~Registrant ~~expenses~~pays ~~increased~~Supervisor for ~~the~~supervisory ~~six~~services ~~month~~and ~~period~~disbursements. ~~ended~~The ~~June 30,~~basic ~~2011~~fee as(the ~~compared~~“Basic ~~with~~Payment”) ~~the~~has ~~corresponding~~been ~~period~~payable at the rate of $40,000 per annum, payable $3,333 per month, since the ~~prior~~fiscal year. ~~Such~~ended ~~increase~~September 30, is1980. ~~the~~The ~~net~~Basic ~~result~~Payment ~~of a~~was ~~decrease~~increased, inwith ~~interest~~the onapproval of the ~~mortgages~~Agents, ~~payable~~by asan aamount ~~result~~equal ofto ~~principal~~the ~~payments~~increase in ~~that~~the ~~reduced~~Consumer ~~the~~Price ~~loan~~Index ~~balance~~since such date, resulting in an increase in ~~basic~~the ~~supervisory~~Basic ~~fees~~Payment to ~~Malkin Holdings~~$102,000 per annum effective July 1, 2010,. anThe ~~increase~~Basic inPayment ~~depreciation~~will ofbe ~~building~~subject ~~and tenant improvements attributable~~ to anfurther increase in ~~depreciable~~accordance ~~assets~~with ~~placed~~any future increase in ~~service,~~the anConsumer ~~increase~~Price inIndex. ~~amortization~~The offee ~~leasing~~is ~~commissions~~payable as(i) not aless ~~result~~than of$2,333 ~~additional~~per ~~leasing~~month, ~~and~~ (ii) an ~~increase~~additional in$1,000 ~~professional~~per ~~fees~~month ~~due~~out toof Primary Overage Rent payment and (iii) the ~~fact~~balance ~~that~~out ~~accounting~~of ~~fees~~available ~~were previously~~reserves ~~paid~~from bySecondary ~~Supervisor~~Overage ~~and~~Rent. ~~due~~Any todeficiency in the ~~fees~~portion ~~paid~~of tothe ~~Malkin~~fee ~~Holdings~~payable ~~for services~~from ~~rendered~~Primary inor ~~connection~~Secondary ~~with~~Overage ~~certain~~Rent ~~matters~~shall ~~regarding~~be ~~ownership~~payable ~~and operation~~out of ~~250~~Secondary ~~West~~Overage ~~57th~~Rent Stin the next year in which Secondary Overage Rent is sufficient. ~~for~~The ~~the~~Agents ~~six~~also ~~month~~approved ~~period~~payment ~~ended~~by ~~June~~Registrant, effective July 301, ~~2011~~2010, ~~as compared~~of the expenses in connection with ~~the~~regular ~~corresponding~~accounting ~~period~~services related to maintenance of ~~the~~Registrant’s ~~prior~~books ~~year~~and records. Such expenses were previously paid by Supervisor.

~~Total~~Registrant ~~expenses~~pays ~~increased~~Supervisor ~~for~~an ~~the~~Additional ~~three~~Payment ~~month~~equal ~~period~~to ~~ended~~10% ~~June 30,~~of ~~2011~~all asdistributions ~~compared with~~to ~~the~~Participants ~~corresponding~~in ~~period~~any ~~of the prior~~ year. ~~Such~~in ~~increase for the three month~~excess ~~period~~of is the ~~net~~amount ~~result~~representing of a ~~decrease~~return into ~~interest~~them onat the ~~mortgages~~rate ~~payable~~15% per asannum ~~a result~~on oftheir ~~principal~~remaining ~~payments~~cash ~~that~~investment ~~reduced the loan balance, an increase~~ in ~~basic supervisory~~Registrant ~~fees~~(which toremaining ~~Malkin~~cash ~~Holdings~~investment ~~effective~~at ~~July~~September 130, ~~2010,~~2011 anwas ~~increase~~equal ~~in depreciation~~to ofthe ~~building~~Participants’ ~~and~~original ~~tenant~~cash ~~improvements~~investment ~~attributable to an increase in~~of ~~depreciable~~$3,600,000). ~~assets~~For ~~placed~~tax ~~in service~~purposes, ansuch ~~increase~~Additional inPayment ~~amortization~~is ofrecognized ~~leasing commissions~~ as a ~~result~~profits ~~of additional leasing~~interest, and ~~an increase in professional fees due to~~ the ~~fact that accounting fees were previously paid by~~ Supervisor ~~and~~is ~~due~~treated ~~to the~~as ~~fees~~a ~~paid~~partner, toall ~~Malkin~~without ~~Holdings~~modifying ~~for~~each ~~services~~Participant’s ~~rendered~~distributive inshare ~~connection~~of ~~with~~reportable ~~certain matters~~income ~~regarding ownership~~ and ~~operation~~cash ~~of 250 West 57th St~~distributions. ~~for the three month~~ ~~period ended June 30, 2011 as compared with the corresponding period of the prior year.~~

~~Table~~The basic supervisory services provided to Registrant by Supervisor include, but are not limited to, maintaining all of ~~Contents~~its entity and Participant records, performing physical inspections of the Building, providing or coordinating certain counsel services to Registrant, reviewing insurance coverage, 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.

~~Liquidity~~9 ~~and Capital Resources~~

Registrant’s ~~liquidity~~also ~~has~~pays ~~decreased~~Supervisor atfor ~~June 30,~~other ~~2011~~services asat ~~compared~~hourly ~~with~~rates. ~~December 31, 2010 as a~~Pursuant ~~result~~to ofthe ~~commitments~~fee ~~under~~arrangements ~~the~~described ~~improvement~~herein, ~~program.~~ Registrant ~~may~~incurred ~~from~~supervisory ~~time~~service tofees ~~time~~of ~~set~~$92,425 ~~aside cash~~ for ~~general~~the ~~contingencies.~~nine-month ~~Recent~~period ~~adverse~~ended ~~developments in economic~~September 30, ~~credit~~2011. ~~and~~No ~~investment markets~~remuneration ~~over~~was ~~the~~paid ~~last~~during ~~several years impaired general liquidity (although some improvement in such markets has arisen recently) and~~ the ~~developments~~nine-month ~~may~~periods ~~negatively~~ended ~~impact~~September 30, ~~Registrant~~2011 and~~/or~~ ~~space~~2010 ~~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~~either ~~value, (b) the maturity~~ of ~~Registrant’s~~ ~~existing and planned debt will not occur within~~ the ~~next 36 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~~Members.

~~Amortization~~Reference ~~payments~~is ~~due~~made ~~under~~to ~~the~~Note ~~First~~C ~~Mortgage~~above ~~commenced~~for ~~February 5, 2007, calculated on~~ a ~~25-year~~ ~~amortization~~description ~~schedule.~~of ~~Amortization payments under~~ the ~~Second~~terms ~~Mortgage commenced April 5,~~of ~~2009,~~the ~~calculated~~Lease onbetween aRegistrant ~~25-year~~and ~~amortization schedule~~Lessee. The ~~First~~respective ~~and~~interests of the ~~Second~~Members ~~Mortgages~~in ~~mature~~Registrant ~~on January 5,~~and ~~2015.~~in ~~The~~Lessee ~~line~~arise ofsolely ~~credit~~from ~~requires~~ownership ~~payment~~ of ~~interest~~their ~~only~~respective ~~and~~Participations ~~also~~in ~~matures~~Registrant onand ~~January 5,~~Anthony ~~2015~~E. ~~Registrant~~Malkin’s ~~does~~participating ~~not~~interest ~~maintain~~in ~~any reserve to cover the payment of such mortgage~~Lessee ~~indebtedness~~and atPeter ~~maturity~~L. ~~Therefore,~~Malkin ~~repayment~~and ofAnthony ~~mortgage~~E. ~~debt will depend on Registrant~~Malkin’s ~~ability~~ tofamily ~~arrange~~entities aownership ~~refinancing.~~of ~~Assuming~~member ~~that~~interests ~~the~~in ~~Property~~Lessee. ~~continues~~The toMembers ~~generate~~as ansuch ~~annual~~receive ~~net profit~~no inextra ~~future~~or ~~years~~special ~~comparable~~benefit tonot ~~that~~shared inon ~~past~~a ~~years,~~pro ~~and~~rata ~~assuming~~basis ~~further~~with ~~that~~all ~~real~~other ~~estate capital~~Participants ~~and~~in ~~operating~~Registrant ~~markets~~or ~~return~~members toin Lessee. ~~more stable patterns~~However, ~~consistent~~all ~~with~~of ~~long-term~~the ~~historical real~~Members ~~estate~~hold ~~trends~~senior inpositions ~~the~~at ~~geographic~~Supervisor ~~area in~~ (which ~~the~~supervises ~~Property~~Registrant isand ~~located~~Lessee) and, ~~Registrant~~by ~~anticipates that~~reason ~~the value~~ of ~~the~~their ~~Property~~positions ~~will~~at beSupervisor, inmay ~~excess~~receive ofincome ~~the~~attributable ~~amount~~to ofsupervisory ~~the~~or ~~senior~~other ~~mortgage~~remuneration ~~debt~~paid ~~and~~to ~~the~~Supervisor ~~line~~by ofRegistrant ~~credit~~and ~~balances at maturity~~Lessee.

~~Registrant~~Subsequent ~~anticipates~~Events that funds for short-term working capital requirements for the Property will be provided by cash on hand, approximately $20,000,000 available to be drawn on the line of credit from Signature Bank, and rental payments received from the Lessee. Long-term sources of working capital will be provided by rental payments received from the Lessee and, to the extent necessary, from additional capital investment by the members in 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.

~~Inflation~~Registrant has drawn down additional loan proceeds of $5,000,000 from the $21,000,000 line of credit with Signature Bank on December 22, 2011.

~~Registrant~~Item ~~believes~~2. ~~that~~Management’s ~~there~~Discussion ~~has~~and ~~been~~Analysis ~~no material change in the impact~~ of ~~inflation~~Financial onCondition ~~its operations~~and ~~since~~Results ~~the filing~~ of ~~its report on Form 10-K for the year ended December 31, 2010~~Operations.

~~Security~~Forward ~~Ownership~~ Looking Statements

~~The~~Readers ~~Members~~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 ~~hold~~relate ~~any~~strictly ~~Participations~~to inhistorical ~~their~~or ~~individual~~current ~~capacities~~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.

~~Table~~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 ~~Contents~~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.

As10 ~~of June 30, 2011, certain of the Members in Registrant held Participations as follows:~~

~~Entities~~Financial ~~for~~Condition ~~the benefit of members of Peter L. Malkin’s family owned of record~~ and ~~beneficially~~ ~~$167,500~~Results of ~~Participations.~~Operations ~~Peter L. Malkin disclaims any beneficial ownership of such Participations, except that related family trusts or entities are required to complete scheduled payments to Peter L. Malkin.~~

~~Peter~~Registrant L.was ~~Malkin~~organized ~~owned~~solely for the purpose of ~~record~~owning asthe ~~trustee,~~Property ~~but~~subject ~~not~~to ~~beneficially,~~a ~~$17,500~~net operating lease of the Property ~~Participations~~held by Lessee. ~~Peter~~Registrant Lis required to pay, from Basic Rent under the Lease, the charges on the First and Second mortgages and the line of credit and amounts for supervisory services. ~~Malkin~~Registrant ~~disclaims~~is ~~any~~required ~~beneficial~~to ~~ownership~~pay from Primary Overage Rent and Secondary Overage Rent the Additional Payment to Supervisor, other expenses and then to distribute the balance of such Overage Rent less any additions to reserves to the Participants. See Note E to the condensed financial statements. Pursuant to the ~~Participations~~Lease, Lessee has assumed responsibility for the condition, operation, repair, maintenance and management of the Property. Accordingly, Registrant need not maintain substantial reserves or otherwise maintain liquid assets to defray any operating expenses of the Property.

~~Anthony~~Registrant’s E.results ~~Malkin owned~~ of ~~record~~operations asare ~~trustee,~~affected ~~but~~primarily ~~not~~by ~~beneficially,~~the ~~$10,000~~amount of ~~Participations.~~rent ~~Anthony~~payable E.to ~~Malkin~~it ~~disclaims~~under ~~any~~the ~~beneficial~~Lease. ~~ownership~~The amounts of ~~such Participations~~Primary Overage Rent and Secondary Overage Rent are affected by the New York City economy and real estate rental market, which is difficult for management to forecast.

~~Item~~During the nine-month period ended September 4T30, 2011, Registrant made regular monthly distributions of $83.33 ~~Controls~~for each $5,000 Participation ($1,000 per annum for each $5,000 participation). There are no restrictions on Registrant’s present or future ability to make distributions; however, the amount of such distributions depends on the ability of Lessee to make monthly payments of Basic Rent, Primary Overage Rent, and ~~Procedures~~Secondary Overage Rent to Registrant in accordance with the terms of the Lease. Registrant expects to make distributions so long as it receives the payments provided for under the Lease.

~~(a) Evaluation of disclosure controls and procedures.~~ The ~~Supervisor~~following ~~after~~summarizes, ~~evaluating~~with ~~the effectiveness~~respect ofto ~~Registrant’s “disclosure controls and procedures” (as defined in~~ the ~~Securities Exchange~~current ~~Act~~period ~~of 1934, Rules 13a-15(e)~~ and ~~15d-15(e))~~corresponding asperiod of ~~June 30, 2011,~~ the ~~end~~previous of year, the ~~period covered~~material byfactors ~~this~~affecting ~~report, has concluded that as of that date~~ Registrant’s ~~disclosure~~results ~~controls~~of ~~and procedures~~operations ~~were~~for ~~effective~~such ~~and~~periods: ~~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)~~Total revenues decreased for the nine month period ended September ~~Changes~~30, in2011 ~~internal~~as ~~controls~~compared ~~over~~with ~~financial~~the ~~reporting~~corresponding period of the prior year. ~~There~~Such ~~were~~decrease nowas ~~changes~~the ~~in Registrant’s~~result ~~internal~~of ~~controls~~a ~~over~~decrease ~~financial~~in ~~reporting~~Secondary ~~that~~Overage ~~occurred~~Rent ~~during~~income payable by the ~~most~~Lessee ~~recent~~due to lower income of ~~fiscal~~the ~~quarter~~Lessee ~~that~~following ~~have~~lower ~~materially~~lease ~~affected,~~termination orincome ~~are~~in ~~reasonably~~2011 ~~likely~~as tocompared ~~materially~~with ~~affect,~~2010 partially offset by lower expenditures for improvements and tenanting costs and an increase in interest and dividend income for the nine month period ended ~~Registrant’s~~September 30, ~~internal~~2011 ~~controls~~as ~~over~~compared ~~financial~~with ~~reporting~~the corresponding period of the prior year.

~~PART~~Total IIrevenues decreased for the three month period ended September 30, 2011 as compared with the corresponding period of the prior year. ~~OTHER~~Such ~~INFORMATION~~decrease was the result of a decrease in Secondary Overage Rent income payable by the Lessee due to lower income of the Lessee following lower lease termination income in 2011 as compared with 2010 partially offset by lower expenditures for improvements and tenanting costs and a decrease in interest and dividend income for the three month period ended September 30, 2011 as compared with the corresponding period of the prior year.

~~Item 1.~~11 ~~Legal Proceedings.~~

~~The~~Total ~~Property~~expenses increased for the nine month period ended September 30, 2011 as compared with the corresponding period of ~~Registrant~~the ~~was~~prior year. Such increase is the ~~subject~~net result of a decrease in interest on the ~~following~~mortgages ~~material~~payable ~~litigation:~~as a result of principal payments that reduced the loan balance, an increase in basic supervisory fees to Malkin Holdings effective July 1, 2010, a decrease in the additional payment to Supervisor, an increase in depreciation of building and tenant improvements attributable to an increase in depreciable assets placed in service, an increase in professional fees due to the fact that accounting fees now paid by Registrant were previously paid by Supervisor and an increase in fees to Malkin Holdings for services rendered in connection with certain matters regarding ownership and operation of 250 West 57th St. for the nine month period ended September 30, 2011 as compared with the corresponding period of the prior year.

~~Malkin~~Total ~~Holdings~~expenses ~~LLC~~increased ~~and~~for ~~Peter~~the L.three ~~Malkin,~~month aperiod ~~member~~ended ~~in Registrant~~September 30, ~~were~~2011 ~~engaged~~as incompared ~~a proceeding~~ with ~~Lessee’s~~the ~~former~~corresponding ~~managing~~period ~~agent,~~of ~~Helmsley-Spear,~~the ~~Inc~~prior year., ~~commenced~~Such inincrease ~~1997,~~for ~~concerning~~ the ~~management,~~ ~~leasing,~~three ~~and~~month ~~supervision~~period ofis the ~~property~~net ~~that~~result isof a ~~subject~~decrease toin interest on the ~~Lease~~mortgages topayable ~~Lessee. In~~as ~~this~~a ~~connection,~~result ~~certain~~of ~~costs~~principal ~~for~~payments ~~legal~~that ~~and~~reduced ~~professional~~the ~~fees~~loan ~~and~~balance, ~~other~~an ~~expenses~~increase ~~were~~in ~~paid by~~basic ~~Malkin~~supervisory ~~Holdings~~fees ~~and~~to ~~Mr.~~ Malkin. ~~Malkin~~ Holdings ~~and~~effective ~~Mr.~~July ~~Malkin~~1, ~~have~~2010, ~~represented~~a ~~that~~decrease ~~such costs~~in ~~will~~the beadditional ~~recovered~~payment ~~only~~ to Supervisor, ~~the~~an ~~extent~~increase ~~that~~in ~~(a) a~~depreciation ~~competent~~of ~~tribunal~~building ~~authorizes~~and ~~payment~~tenant ~~or (b)~~ improvements attributable to an ~~investor~~increase ~~voluntarily~~in ~~agrees~~depreciable ~~that~~assets ~~his~~placed orin ~~her~~service, ~~proportionate~~an ~~share~~increase bein ~~paid.~~professional ~~Accordingly, Registrant’s~~fees ~~allocable~~due ~~share~~to ofthe ~~such~~fact ~~costs~~that isaccounting asfees ~~yet~~now ~~undetermined,~~paid ~~and~~by Registrant ~~has not~~were ~~provided~~previously ~~for~~paid ~~the~~by ~~expense~~Supervisor and ~~related~~an ~~liability~~increase ~~with~~in ~~respect~~fees to ~~such~~Malkin ~~costs~~Holdings infor ~~its~~services ~~financial statements~~rendered ~~included~~ in ~~this~~connection ~~Form~~with ~~10-Q.~~certain Asmatters aregarding ~~result~~ownership ofand anoperation ~~August 29,~~of ~~2006~~250 ~~settlement~~West ~~agreement, which~~57th ~~included~~St. ~~termination~~for ofthe ~~this~~three ~~proceeding,~~month ~~Registrant~~period ~~will~~ended ~~not~~September 30, ~~recognize~~2011 ~~any gains or~~as ~~losses~~compared ~~from~~with ~~this proceeding other than~~ the ~~possible~~corresponding ~~charges~~period ~~for~~of the ~~aforementioned~~prior ~~fees and expenses~~year.

~~Table~~Liquidity ofand ~~Contents~~Capital Resources

~~Item~~Registrant’s liquidity has not changed significantly at September 630, 2011 as compared with December 31, 2010. ~~Exhibits~~Registrant may from time to time set aside cash for general contingencies. Recent adverse developments in economic, credit and investment markets over the last several years 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 36 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.

~~EXHIBIT~~Amortization ~~INDEX~~payments due under the First Mortgage commenced February 5, 2007, calculated on a 25-year amortization schedule. Amortization payments under the Second Mortgage commenced April 5, 2009, calculated on a 25-year amortization schedule. The First and the Second Mortgages mature on January 5, 2015. The line of credit requires payment of interest only and also matures on January 5, 2015. Registrant does not maintain any reserve to cover the payment of such mortgage indebtedness at maturity. Therefore, repayment of mortgage debt will depend on Registrant’s ability to arrange a refinancing. Assuming that the

Number			Document	Page*
	3	(a)	Registrant’s Joint Venture Agreement, dated May 25, 1953, which was filed as Exhibit No. 3(a) to Registrant’s Registration Statement on Form S-1 (the “Registration Statement”), is incorporated by reference as an exhibit hereto.
	3	(b)	Amended Business Certificate of Registrant filed with the Clerk of New York County on July 24, 1998, reflecting a change in the Partners of Registrant, which was filed as Exhibit 3(b) to Registrant’s Amended Quarterly Report on 10-Q for the period ended September 30, 1998 and is incorporated by reference as an exhibit hereto.
	3	(c)	Registrant’s Memorandum of Agreement among Joint Venturers in 250 West 57th St. Associates, dated June 9, 1953, filed as Exhibit 1 to the Registration Statement, is incorporated by reference as an exhibit hereto.
	3	(d)	Registrant’s Consent and Operating Agreement dated as of November 30, 2001
	3	(e)	Certificate of Conversion of Registrant to a limited liability company dated November 30, 2001, filed with the New York Secretary of State on December 5, 2001.
	4		Registrant’s form of Participation Agreement, which was filed as Exhibit No. 4(a) to the Registration Statement, is incorporated by reference as an exhibit hereto.
	10	(a)	Lease between Registrant and Fisk Building Associates LLC dated September 30, 1957, which was filed as Exhibit No. 2(d) to the Registration Statement, is incorporated by reference as an exhibit hereto.

~~Table~~ 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 ~~Contents~~the Property will be in excess of the amount of the senior mortgage debt and the line of credit balances at maturity.

~~EXHIBIT~~Registrant ~~INDEX(cont~~anticipates that funds for short-term working capital requirements for the Property will be provided by cash on hand, approximately $20,000,000 available to be drawn on the line of credit from Signature Bank, and rental payments received from the Lessee.) Long-term sources of working capital will be provided by rental payments received from the Lessee and, to the extent necessary, from additional capital investment by the members in 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.

Number			Document	Page*
	10	(b)	Modification of Lease dated November 10, 1961, was filed by letter dated November 21, 1961, as Exhibit B to Registrant’s Statement of Registration on Form 8-K for the month of October, 1961, is incorporated by reference as an exhibit hereto.
	10	(c)	Second Modification Agreement of Lease dated June 10, 1965, between Registrant and Fisk Building Associates LLC, which was filed by letter dated December 29, 1981, as Exhibit 10(c) to Registrant’s Annual Report on Form 10-K for the year ended September 30, 1981, is incorporated by reference as an exhibit hereto.
	10	(d)	Fourth Lease Modification Agreement dated November 12, 1985, between Registrant and Fisk Building Associates LLC, which was filed by letter dated January 13, 1986, as Exhibit 10(g) to Registrant’s Annual Report on Form 10-K for the year ended September 30, 1985, is incorporated herein by reference as an exhibit hereto.
	10	(e)	Modification of Mortgage dated as of March 1, 1995, between Registrant and the Apple Bank for Savings, which was filed on March 30, 1995, as Exhibit 10(e) to Registrant’s Annual Report on Form 10-K, is incorporated herein by reference as an exhibit hereto.
	10	(f)	Exercise of lease renewal option as of January 1, 2010 by Lessee for the period October 1, 2028 to September 30, 2053 which was filed under Item 10(f) of Registrant’s Form 10-Q for the fiscal period ended June 30, 2010 and is incorporated by reference as an exhibit hereto.
	10	(g)	Amendment to Registrant’s Operating Agreement as of July 1, 2010 which was filed under Item 10(g) of Registrant’s Form 10-Q for the fiscal period ended June 30, 2010 and is incorporated by reference as an exhibit hereto.

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 a consolidation transaction. 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 will be contributed to the operating partnership of a newly organized publicly traded real estate investment trust.

~~Table~~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 ~~Contents~~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.

~~EXHIBIT~~The ~~INDEX(cont~~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.

Number		Document	Page*
	24.1	Power of Attorney dated September 8, 2011 between Members in Registrant and Mark Labell which is being filed as Exhibit 24.1 to Registrant’s 10-Q for the quarter ended June 30, 2011.
	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

Inflation

*Registrant ~~Page~~believes ~~references~~that ~~are~~there ~~based~~has been no material change in the impact of inflation on ~~sequential~~its ~~numbering~~operations ~~system~~since the filing of its report on Form 10-K for the year ended December 31, 2010.

~~Table~~Security ofOwnership ~~Contents~~

~~SIGNATURES~~ The Members in Registrant do not hold any Participations in their individual capacities.

~~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~~As ~~individual signing this report on behalf~~ of ~~Registrant~~September 30, is2011, ~~Attorney-in-Fact~~certain ~~for Registrant and each~~ of the Members in Registrant, ~~pursuant~~held Participations toas ~~Power~~follows: ~~of Attorney, dated September 8, 2011 (the “Power”).~~

~~250~~Entities ~~WEST~~for ~~57th~~the STbenefit of members of Peter L. ~~ASSOCIATES~~Malkin’s family owned of record and beneficially $167,500 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 Peter L.C Malkin. ~~(Registrant)~~

~~By:~~Peter ~~/s/~~L. ~~Mark~~Malkin ~~Labell~~owned ~~Mark~~of Labell*record as trustee, ~~Attorney-in-Fact~~but onnot ~~behalf~~beneficially, $17,500 of: Participations. Peter L. Malkin, ~~Member~~disclaims any ~~Anthony~~beneficial E.ownership ~~Malkin,~~of ~~Member~~such Participations.

~~Date: September 20~~Anthony E. Malkin owned of record as trustee, ~~2011~~but not beneficially, $10,000 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

~~Pursuant~~Item to4. ~~the~~Controls requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned as Attorney-in-Fact for each of the Members in Registrant, pursuant to the Power, on behalf of Registrant and ~~as a Member in Registrant on the date indicated~~Procedures.

~~By:~~(a) /Evaluation of disclosure controls and procedures. The Supervisor after evaluating the effectiveness of Registrant’s/ ~~Mark~~“disclosure ~~Labell~~controls ~~Mark~~and Labell*procedures” (as defined in the Securities Exchange Act of 1934, ~~Attorney~~Rules 13a-in15(e) and 15d-~~Fact~~15(e)) onas ~~behalf~~of September 30, 2011, the end of: ~~Peter~~the L.period ~~Malkin~~covered by this report, ~~Member~~has ~~Anthony~~concluded E.that ~~Malkin,~~as ~~Member~~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.

~~Date:~~(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 ~~September 20~~have materially affected, ~~2011~~ or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting.

*PART MrII. ~~Labell~~OTHER ~~supervises~~INFORMATION ~~accounting functions for Registrant.~~

Item 1.

Legal Proceedings.

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

Malkin Holdings LLC 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. Accordingly, Registrant’s allocable share of such costs is as yet

undetermined, and Registrant has not provided for the expense and related liability with respect to such costs in its financial statements included in this Form 10-Q. As a result of an August 29, 2006 settlement agreement, which included termination of this proceeding, Registrant will not recognize any gains or losses from this proceeding other than the possible charges for the aforementioned fees and expenses.

Item 6. Exhibits

EXHIBIT INDEX


Number		Document

3.1		Amendment Number One to the Limited Liability Company Agreement of 250 West 57th St. Associates L.L.C., dated as of November 30, 2011, by and among Peter L. Malkin and Anthony E. Malkin incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 5, 2011

24.1		Power of Attorney dated November 8, 2011 between Members in Registrant and Mark Labell which is being filed as Exhibit 24.1 to Registrant’s 10-Q for the quarter ended September 30, 2011.

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

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 September 8, 2011 (the “Power”) and is supervisor of the accounting functions.


250 WEST 57th ST. ASSOCIATES L.L.C. (Registrant)

By		/s/ Mark Labell
		Mark Labell*, Attorney-in-Fact on behalf of:

Peter L. Malkin, Member

Anthony E. Malkin, Member

Date: February 13, 2012

Table of Contents

Table of Contents

Filing Compare · 250 WEST 57TH ST ASSOCIATES L.L.C.