8-K

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: November 28, 2006

(Date of earliest event reported)

Morgans Hotel Group Co.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51802	16-1736884
(Commission File Number)	(IRS Employer Identification No.)
475 Tenth Avenue New York, NY	10018
(Address of Principal Executive Offices)	(Zip Code)

(212) 277-4100

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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 (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 28, 2006, Morgans Hotel Group Co. (“Morgans”) and DLJ MB IV HRH, LLC (“DLJMB”), an affiliate of DLJ Merchant Banking Partners, entered into an amendment (the “Third Amendment”) to the Contribution Agreement, dated November 7, 2006, as amended, by and between Morgans and DLJMB (the “Contribution Agreement”).  The Third Amendment extended the date specified in the financing condition of the Contribution Agreement (the “Financing Waiver Date”) from 5:00 p.m. on November 28, 2006 to 5:00 p.m. on November 29, 2006.  Morgans and DLJMB had previously entered into an amendment to the Contribution Agreement on November 20, 2006 extending the Financing Waiver Date from 5:00 p.m. on November 20, 2006 to 5:00 p.m. on November 22, 2006 and a second amendment on November 22, 2006 extending the Financing Waiver Date to 5:00 p.m. on November 28, 2006.

The financing condition of the Contribution Agreement provides that DLJMB may terminate the Contribution Agreement if, by the Financing Waiver Date, DLJMB is not satisfied, in its sole and absolute discretion, that the joint venture to be formed by the parties and certain of their affiliates (the “Venture”) will have received financing sufficient on or before February 11, 2007 to permit it to (a) consummate the transactions contemplated by the Agreement and Plan of Merger, dated as of May 11, 2006, by and among Morgans, MHG HR Acquisition Corp., Hard Rock Hotel, Inc. and Peter A. Morton, the Purchase and Sale Agreement and Joint Escrow Instructions, dated May 11, 2006, by and between Morgans Group LLC and PM Realty, LLC, the Purchase and Sale Agreement and Joint Escrow Instructions, dated May 11, 2006, by and between Morgans Group LLC and Red, White and Blue Pictures, Inc. and the Purchase and Sale Agreement, dated May 11, 2006, by and between Morgans Group LLC and HR Condominium Investors (Vegas), L.L.C.  (together, the “Transaction Agreements”), (b) finance the ongoing operations of the Venture, (c) finance the proposed expansion of the Hard Rock Hotel & Casino and (d) pay other costs that DLJMB considers necessary or appropriate.  Morgans may terminate the Contribution Agreement for any reason at any time on or before the Financing Waiver Date, provided that if Morgans so terminates the Contribution Agreement and, prior to June 11, 2007 consummates the transactions contemplated by the Transaction Agreements with a third party equity investor, then Morgans will pay to DLJMB its reasonable out-of-pocket costs and expenses upon consummation of such transaction.

A copy of the Third Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment.

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Item 9.01.  Financial Statements and Exhibits.

(a)None

(b) None

(c) None

(d) Exhibit:

Exhibit No.	Exhibit Description
10.1	Amendment no. 3 to Contribution Agreement, dated November 28, 2006, by and between Morgans Hotel Group Co. and DLJ MB IV HRH, LLC.

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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.

	MORGANS HOTEL GROUP CO.
Date: November 28, 2006	By:	/s/ Richard Szymanski
		Richard Szymanski Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit Description
10.1	Amendment no. 3 to Contribution Agreement, dated November 28, 2006, by and between Morgans Hotel Group Co. and DLJ MB IV HRH, LLC.

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EX-10.1

EXHIBIT 10.1

DLJ MB IV HRH, LLC

Eleven Madison Avenue, 16th Floor

New York, New York 10010

November 28, 2006

Morgans Hotel Group

475 Tenth Avenue

New York, New York 10018

Attn:  David Smail

Re: Financing Waiver Date

Dear Mr. Smail:

Reference is hereby made to that certain Contribution Agreement dated as of November 7, 2006 (as amended on November 20, 2006 and November 22, 2006, the “Contribution Agreement”) by and among DLJ MB IV HRH, LLC (“DLJMB”) and Morgans Hotel Group Co. (“Morgans”).  Capitalized terms used but not defined herein have the meanings given to them in the Contribution Agreement.

This letter is to confirm our agreement that, for all purposes under the Contribution Agreement, the Financing Waiver Date shall be extended from 5:00 p.m. Eastern Standard Time on Tuesday, November 28, 2006 to 5:00 p.m. Eastern Standard Time on Wednesday, November 29, 2006.

This letter supersedes any prior agreements relating to the subject matter hereof, and shall be deemed to be effective as of 4:59 pm Eastern Standard Time on Tuesday, November 28, 2006.

Please acknowledge that the foregoing conforms to Morgans’ understanding with respect to the extension of the Financing Waiver Date, by signing this letter below and returning it to DLJMB.

This letter may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument.

		Very truly yours,
		DLJ MB IV HRH, LLC
		By:	/s/ Steven Rattner
			Steven Rattner
Agreed to and Acknowledged as of
November 28, 2006:
Morgans Hotel Group Co.
By:	/s/ W. Edward Scheetz
cc: Stephen G. Gellman, Esq.