CORRESP

September 13, 2012

VIA FACSIMILE AND OVERNIGHT COURIER

Ms. Louise Dorsey

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:	Empire State Realty Trust, Inc. Empire State Realty OP, L.P. Amendment No. 3 to Registration Statement on Form S-4
	Filed August 13, 2012
	Amendment No. 2 to Registration Statement on Form S-11
	Filed July 3, 2012 File Nos. 333-179486; 333-179486-01

Dear Ms. Dorsey:

On behalf of Empire State Realty Trust, Inc., a Maryland corporation (the “Company”) and Empire State Realty OP, L.P. (the “Operating Partnership”), we are resubmitting our letter dated September 10, 2012 to reflect the requested clarifications to the September 5, 2012, September 7, 2012 and September 12, 2012 oral requests by the staff of the Division of Corporation Finance of the Commission (the “Staff”) for supplemental information providing additional analysis related to the accounting costs included in the table under the heading “Derivation of Consolidation Expenses,” relating to the Company’s Registration Statements on Form S-4 (Registration No. 333-179486). The clarifications include additional detail provided in the schedule included as Exhibit A.

We respectively advise the Staff that the work performed by external professional firms related to the consolidation and the initial public offering have been performed simultaneously and much of the same work and analysis is needed for both the consolidation and the initial public offering. As a result, the costs cannot be factually separated between the two activities. Further, we continue to believe that this transaction is one project – a capital event – and not a business combination followed by a capital event. We note that the planned acquisition of the non-controlled entities and the option property entities are being treated as a business combination and the costs allocated to those entities have been expensed as incurred.

We have provided a detail for the accounting costs as Exhibit A. We have reviewed the work performed by each accounting firm assisting us and separated costs between accounting services (such as journal entries and financial statement preparation) and services performed directly for the S-4 and S-11 filings. From January 1, 2010 through March 31, 2012, we have incurred $19.6 million of accounting costs as described on page 238 of our previous S-4 filing. Of this $19.6 million, we determined that $9.5 million related to accounting services that are to be expensed as incurred and $10.1 million relates to services directly related to the consolidation and initial public offering. The predecessor entities, non-controlled entities, and the option property entities

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expensed a combined $9.0 million, which approximates the $9.5 million expense amount in Exhibit A. It is also noted that the predecessor entities, non-controlled entities, and option property entities have expensed approximately $6.9 million of accounting and auditing costs that are in addition to the $19.6 million disclosed on page 238 of our previous S-4 filing and are included in Marketing, General, and Administrative expense.

We consider the costs incurred by the Company to effectuate the related and simultaneous steps of consolidation, registration, and the initial public offering as costs of the offering and we believe are properly deferred in accordance with SAB Topic 5.

We thank you for your prompt attention and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this response to our counsel Larry Medvinsky, Esq. at (212) 878-8149 or Steven Fishman, Esq. at (212) 969-3025.

Yours truly,

/s/ Andrew Prentice                

Andrew Prentice

Chief Accounting Officer

Malkin Holdings LLC

cc:	Jessica Barberich
	Eric McPhee
	Angela McHale
	David L. Orlic
	Tom Kluck
	Anthony E. Malkin David A. Karp
	Thomas N. Keltner, Jr. Larry Medvinsky Steven Fishman

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Exhibit A

The following is total accounting costs related to the Predecessor entities, non-controlled entities, and option properties for the period January 1, 2010 through March 31, 2012:

Service provider	Total accounting expenses		Description of services
Incremental consolidation accounting expenses:
Ernst & Young	$	8,612,800
Margolin Winer Evens		4,953,380
Mark Paneth & Shron		2,953,000
Anchin Block Anchin		2,457,921
Berdon		425,626
Lewis Braff & Co.		73,995
Rogoff & Company		57,624
Deloitte		50,000
Other		33,670
Total incremental consolidation accounting expenses		19,618,016	See additional detail below
MG&A accounting expenses:
Ernst & Young		1,208,246	Audits of existing registrants
Other accounting firms and internal costs		5,669,256	Accounting services provided by local accounting firms and internal personnel
Total MG&A accounting expenses		6,877,502
Total accounting and auditing costs	$	26,495,518
The following are incremental accounting costs related to the Company's S-4 and S-11 filings for the period January 1, 2010 through March 31, 2012:
Service provider	Consolidation accounting expenses		Description of services
Consolidation accounting services—expensed
Margolin Winer Evens	$	3,467,366	Financial statement compilation, tax to GAAP conversion
Mark Paneth & Shron		2,362,400	Combined financial statements preparation and journal entries
Ernst & Young		1,750,000	Financial statement audit for Predecessor
Anchin Block Anchin		1,720,545	Financial statement compilation, tax to GAAP conversion
Lewis Braff & Co.		73,995	Accounting preparation work
Rogoff & Company		57,624	Accounting preparation work
Deloitte		50,000	Financial systems consulting
Other		33,670
Total consolidated accounting services—expensed		9,515,600
S-4 and S-11 services—deferred
Ernst & Young	$	6,862,800	S-4/S-11 assistance and tax advisory services in connection with IPO
Margolin Winer Evens		1,486,014	3-14 financial statements, assistance with individual private MD&As, pro forma, and straight line rent projections for pro forma
Anchin Block Anchin		737,376	3-14 financial statements, assistance with individual private MD&As, pro forma, and straight line rent projections for pro forma
Mark Paneth & Shron		590,600	Assistance with writing and analyzing MD&A
Berdon		425,626	Preparation of initial individual and predecessor MD&As and analyses to include in the S-4 and S-11
Total S-4 and S-11 services—deferred		10,102,416
Total consolidation expenses	$	19,618,016

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CORRESP

September 13, 2012

VIA FACSIMILE AND OVERNIGHT COURIER

Ms. Louise Dorsey

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: Empire State Realty Trust, Inc.

Empire State Realty OP, L.P.

Amendment No. 3 to Registration Statement on Form S-4

Filed August 13, 2012

Amendment No. 2 to Registration Statement on Form S-11

Filed July 3, 2012 File

Nos. 333-179486; 333-179486-01

Dear Ms. Dorsey:

On behalf of Empire State Realty Trust, Inc., a Maryland corporation (the “Company”) and Empire State Realty OP, L.P. (the “Operating Partnership”), we are resubmitting our letter dated September 10, 2012 to reflect the requested clarifications to the September 7, 2012 and September 12, 2012 oral requests by the staff of the Division of Corporation Finance of the Commission (the “Staff”) for supplemental information providing additional analysis related to the determination by Duff & Phelps, LLC, our independent appraiser, of the value of goodwill attributed to the acquisition of the controlling interests in Empire State Building Company, L.LC. (“ESBC”), which is the operating lessee of the Empire State Building, relating to the Company’s Registration Statements on Form S-4 (Registration No. 333-179486) and S-11 (Registration Statement No. 333-179485). These clarifications include a quantification of the movements in the identified intangible and goodwill accounts.

The acquisition by the Company of the controlling interest in ESBC will be accounted for as an acquisition under the acquisition method of accounting in accordance with Accounting Standards Codification 805-10, Business Combinations (“ASC 805”). The Company will recognize the estimated fair value of the assets and liabilities of ESBC acquired at the time of the consummation of the formation transactions. When the Company acquires such controlling interest, the operating lease will be cancelled as the operations of ESBC will be consolidated into the Company’s operations and the Company will recognize a gain on the cancellation of the lease. The purchase price will be allocated to any identified tangible or intangible assets the Company acquires. Since the operating lessee is an operating company and has no interest in the land and base building of the Empire State Building, the excess of the purchase price over any identified tangible and intangible asset for ESBC will be recognized as goodwill on the Company’s balance sheet.

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The amount of goodwill that will be recognized by the Company with respect to its acquisition of the controlling interest of ESBC on the Company’s pro forma financial statements was calculated utilizing the exchange value of EBSC calculated by the Company’s independent appraiser. In the Company’s forthcoming amendments to its registration statements the Company is updating the exchange value information presented from the preliminary exchange values determined as of July 1, 2011 to the final exchange values calculated as of June 30, 2012, in each case by our independent appraiser. In addition, the Company is updating its pro forma financial statements to reflect financial information as of, and for the six months ended June 30, 2012. As a result of these updates, (a) the amount of goodwill the Company recognizes in its pro forma financial statements has decreased from approximately $893 million to $592 million and (b) the gain on cancellation of the operating lease has decreased from approximately $140 million to $35 million. There are two primary reasons for this decrease: (i) changes in the market assumptions used to calculate the purchase price allocations and (ii) an increase in the tangible assets of ESBC resulting from increased leasing activity. The values of identified intangibles and goodwill for ESBC are as follows:

	Market rate estimate as of
	June 30, 2011		June 30, 2012		Increase (Decrease)
Above-market leases	$	27,587	$	52,927	$	25,340
Lease in-place		76,003		93,309		17,306
Lease commissions and costs		27,246		69,282		42,036
Deferred costs, net		130,836		215,518		84,682
Goodwill—observatory		228,999		256,023		27,024
Goodwill—purchase price excess		893,403		592,205		(301,198	)
Goodwill		1,122,402		848,228		(274,174	)
Below-market leases		128,774		136,302		7,528

The exchange value for ESBC decreased but did not decrease materially, from approximately $1.19 billion to $1.17 billion. However, many of the elements used to calculate this exchange value did change. First, projected cash flow for ESBC was lowered as compared to the cash flows underlying the preliminary exchange value. These cash flows are based on the terms of the operating lease between ESBC, the operating lessee, and Empire State Building Associates, L.L.C. (“ESBA”), the lessor. Overage rent constitutes the material portion of rent paid by ESBC to ESBA. Overage rent payable by ESBC is reduced by leasing commissions, tenant improvement costs and other costs associated with leasing activities. As a result of significant leasing activities at the Empire State Building during the past year and a slower projected cash flow from property operations, projected cash flows declined and therefore caused a reduction in the net present value of the operating lease as calculated by the independent appraiser. These cash flow projections have been filed for all of the properties as Exhibit C to the Form S-4. However, market conditions improved over the past year which resulted in lower discount rates and market capitalization rates utilized by the independent appraiser which offset much of the

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impact of the lower projected cash flows. Therefore, there was not a material change between the preliminary and final exchange values for ESBC.

The independent appraiser then compared the value of the operating lease to an estimated market value. The value of the operating lease was determined by the independent appraiser to be higher than the market value resulting in an above-market lease. The estimated market value stayed relatively constant in the calculation of the preliminary and final exchange values. These rates are as follows:

	Market rate estimate as of
	June 30, 2011			June 30, 2012
Capitalization rate		6.00	%		5.75	%
Discount rate		7.25			7.00	%

Therefore, since the value of the operating lease declined, the amount of the above-market lease liability declined as well resulting in less goodwill recognized.

In addition, as a result of the increased dollars spent in connection with the Company’s leasing activities and capital expenditures over the past year, the tangible and intangible assets (tenant improvements, leasing commissions, leases in-place and leasehold improvements) of ESBC increased. Therefore, more of the purchase price for EBSC was allocated to tangible and intangible assets resulting in less goodwill.

We thank you for your prompt attention and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this response to our counsel Larry Medvinsky, Esq. at (212) 878-8149 or Steven Fishman, Esq. at (212) 969-3025.

Yours truly,

/s/ Andrew Prentice                

Andrew Prentice

Chief Accounting Officer

Malkin Holdings LLC

cc: Jessica Barberich

Eric McPhee

Angela McHale

David L. Orlic

Tom Kluck

Anthony E. Malkin

Thomas N. Keltner, Jr.

David A. Karp

Larry Medvinsky

Steven Fishman

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