FORM 8-K

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                   CURRENT REPORT

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


         Date of Report (Date of earliest event reported) June 19, 1997


                             60 East 42nd St. Associates
               (Exact name of registrant as specified in its charter)


         New York Partnership       0-2670                13-6077181
         (State or other            (Commission File      (I.R.S. Employer
         jurisdiction of            Number)               Identification No.)
         incorporation)


                    60 East 42nd Street, New York, New York 10165
                      (Address of principal executive offices)
                                     (Zip Code)


                                   (212) 687-8700
                (Registrant's telephone number, including area code)


                                         N/A
         (Former name, former address and formal fiscal year, if changed
         since last report)







         Item 5.   Other Events

         A complaint has been filed on June 19, 1997 in the Supreme Court
         of the State of New York, County of New York by Wien & Malkin LLP
         as Supervisor and Peter L. Malkin, individually as partner in and
         on behalf of Empire State Building Associates, Empire State
         Building Company, Fifth Avenue Building Associates, 200 Fifth
         Avenue Associates, Navarre-500 Building Associates, 500-512
         Seventh Avenue Associates, Marlboro Building Associates, 1359
         Broadway Associates, 112 West 34th Street Associates, 112 West
         34th Street Company, Seventh & 37th Building Associates, 501
         Seventh Avenue Associates, 60 East 42nd Street Associates, Lincoln
         Building Associates, 250 West 57th St. Associates, Fisk Building
         Associates, 1333 Broadway Associates, 1350 Broadway Associates,
         and 1400 Broadway Associates ("Plaintiffs") against Helmsley-
         Spear, Inc., and Leona M. Helmsley ("Defendants").

         A copy of the complaint is annexed.  






                                     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 thereunto duly authorized.

                   The individual signing this report on behalf of
         Registrant is Attorney-in-Fact for Registrant and each of the
         Partners in Registrant, pursuant to Powers of Attorney, dated
         August 6, 1996 (the "Power").

         60 EAST 42ND ST. ASSOCIATES
         (Registrant)



         By: /s/ Stanley Katzman               
             Stanley Katzman, Attorney-in-Fact*


         Date:  June 26, 1997


                   Pursuant to the requirements of the Securities Exchange
         Act of 1934, this report has been signed by the undersigned as
         Attorney-in-Fact for each of the Partners in Registrant, pursuant
         to the Power, on behalf of Registrant and as a Partner in
         Registrant on the date indicated.


         By: /s/ Stanley Katzman               
             Stanley Katzman, Attorney-in-Fact*


         Date:  June 26, 1997











         ______________________
            *   Mr. Katzman supervises accounting functions for
                Registrant.






                                    EXHIBIT INDEX


         Number                     Document                       Page*

         25           Power of Attorney dated August 6, 1996,
                      which was filed as Exhibit 25 to
                      Registrant's Quarterly Report on Form
                      10-Q for the period ended June 30, 1996
                      and is incorporated by reference as an
                      exhibit hereto.

         28           Complaint filed on June 19, 1997 in the
                      Supreme Court of the State of New York,
                      County of New York by Wien & Malkin LLP
                      as Supervisor and Peter L. Malkin,
                      individually as partner in and on behalf
                      of Empire State Building Associates,
                      Empire State Building Company, Fifth
                      Avenue Building Associates, 200 Fifth
                      Avenue Associates, Navarre-500 Building
                      Associates, 500-512 Seventh Avenue
                      Associates, Marlboro Building
                      Associates, 1359 Broadway Associates,
                      112 West 34th Street Associates, 112
                      West 34th Street Company, Seventh & 37th
                      Building Associates, 501 Seventh Avenue
                      Associates, 60 East 42nd Street
                      Associates, Lincoln Building Associates,
                      250 West 57th St. Associates, Fisk
                      Building Associates, 1333 Broadway
                      Associates, 1350 Broadway Associates,
                      and 1400 Broadway Associates against
                      Helmsley-Spear, Inc. and Leona M.
                      Helmsley. 













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         *   Page references are based on a sequential numbering system.