CERTIFICATE OF CONVERSION OF

                      250 WEST 57TH ST. ASSOCIATES

                                TO

                  250 WEST 57TH ST. ASSOCIATES L.L.C.

        UNDER SECTION 1006 OF THE LIMITED LIABILITY COMPANY LAW

FIRST:	The partnership was, in accordance with the provisions
of the Limited Liability Company Law, duly converted to a limited
liability company.

SECOND:	The name of the partnership was: 250 WEST 57TH ST.
ASSOCIATES.

THIRD:	The name of the limited liability company is: 250 WEST
57TH ST. ASSOCIATES L.L.C.

FOURTH:	The county within this state in which the office of
the limited liability company is to be located is: New York.

FIFTH:	The Secretary of State is designated as the agent of
the limited liability company upon whom process against it may be
served.  The post office address within or without this state to which
the Secretary of State shall mail a copy of process against the
limited liability company served upon him or her is: Wien & Malkin
LLP, 60 East 42nd Street, New York, New York 10165, Attn: Thomas N.
Keltner, Jr.

SIXTH: 	The limited liability company is to be managed by
(check the appropriate box):

     x  1 or more members
 	A class or classes of members
 	1 or more managers
	A class or classes of managers

IN WITNESS WHEREOF, this certificate has been subscribed this 30th
day of November 2001, by the undersigned who affirms that the
statements made herein are true under the penalties of perjury.

By /s/ Peter L. Malkin		Peter L. Malkin, Authorized Person
(signature)                     (name and capacity of signer)




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