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 (Date of earliest event reported): ~~September 19~~October 7, 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 incorporation)

(IRS Employer

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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 2.01 ~~Other~~Completion ~~Events.~~of Acquisition or Disposition of Assets.

~~The~~On ~~Company’s~~October ~~supervisor~~7, ~~as fiduciary~~2013, ~~has~~Empire State Building Associates L.L.C. (the “Company”) completed ~~its~~the ~~review~~contribution ~~with~~of its ~~independent~~fee ~~financial~~and ~~advisor~~master ~~Lazard~~lease ~~Freres &~~interests Coin the Empire State Building to subsidiaries of Empire State Realty Trust, Inc. ~~LLC~~(the “REIT”), and the REIT completed its initial public offering of ~~indications~~82,225,000 shares of ~~interest~~ toits ~~purchase~~Class A common stock, par value $.01 per share (the ~~fee~~“Class A Common Stock”), ~~master~~which ~~lease~~includes ~~and/or~~the ~~operating~~exercise ~~lease~~in ~~positions~~full of the ~~Empire~~underwriters’ ~~State~~option ~~Building~~to purchase up to 10,725,000 shares of Class A Common Stock. The ~~supervisor~~Company ~~has~~received ~~concluded~~consideration ~~that~~consisting itof is(a) 5,987,769 shares of Class A Common Stock in the ~~best~~REIT, ~~interest~~(b) 427,082 shares of ~~the~~Class ~~participants~~B toCommon ~~proceed~~Stock ~~with~~in the ~~consolidation~~REIT and ~~IPO~~(c) as56,339,190 ~~approved~~operating bypartnership ~~100%~~units in Empire State Realty OP, L.P., the operating partnership of the ~~participants~~REIT.

The supervisor is fully committed to effecting the consolidation and IPO, and will not entertain any additional offers.

The supervisor of Company is sending a letter to participants in the Company with respect to the matters covered by this Item 8.01.

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 any filing made under 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNumber		Exhibit Description
99.1		Letter dated September 19, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Empire State Building Associates L.L.C.	~~Empire State Building Associates L.L.C.~~
Date: September 19, 2013		By:	/s/ Mark Labell
Date: October 11, 2013	By:	/s/ Andrew Prentice
		Name:	Mark Labell
		Name: Andrew Prentice
		Title:	Senior Vice President – Finance
		Title: Chief Accounting Officer
			Malkin Holdings LLC, Supervisor*
		ESRT MH Holdings, L.L.C. Supervisor*
*The Company is a limited liability company supervised by ESRT MH Holdings, L.L.C. Accordingly, this Form 8-K is being signed by a senior executive of Registrant’s supervisor.

* The Company is a limited liability company supervised by Malkin Holdings LLC. Accordingly, this Form 8-K is being signed by a senior executive of Registrant’s supervisor.

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