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http://www.sec.gov/Archives/edgar/data/1541401/000119312512391057/filename1.htm

CORRESP 1 filename1.htmSeptember 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

Page 1 of 2



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

Page 2 of 2



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 belowMG&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         3