Rule 424(b)(3)
                                 Registration Statement 333-96667



                      PROSPECTUS SUPPLEMENT
                     DATED JANUARY 27, 2003
                               TO
                 PROSPECTUS DATED JULY 30, 2002

             _______________________________________


                  ALPHA HOSPITALITY CORPORATION

             _______________________________________



     This   Prospectus   Supplement,  dated  January   27,   2003
("Supplement"),  supplements that certain Prospectus  dated  July
30,  2002  (the  "Prospectus") and should be read in  conjunction
with such Prospectus. All capitalized terms used herein that  are
not otherwise defined shall have the meanings ascribed to them in
the Prospectus.

     The   section   of   the  Prospectus  captioned   "Plan   of
Distribution" is amended and restated as set forth below.

                      PLAN OF DISTRIBUTION

     The  selling  shareholders,  or their  respective  pledgees,
donees,  transferees,  or  any of their  successors  in  interest
selling  shares  received from a named selling shareholder  as  a
gift, partnership distribution or other non-sale related transfer
after  the  date of this prospectus (all of whom may  be  selling
shareholders), may sell the securities from time to time  on  any
stock exchange or automated interdealer quotation system on which
the  securities  are  listed or quoted, in  the  over-the-counter
market,  in  privately negotiated transactions or  otherwise,  at
fixed prices that may be changed, at market prices prevailing  at
the  time of sale, at prices related to prevailing market  prices
or at prices otherwise negotiated.

     The  selling shareholders may sell the securities by one  or
more of the following methods, without limitation:

       block trades in which the broker or dealer so engaged will
       attempt to sell the securities as agent but may position and
       resell a portion of the block as principal to facilitate the
       transaction;

       purchases by a broker or dealer as principal and resale by
       the  broker or dealer for its own account pursuant to this
       prospectus, including resale to another broker or dealer;




       an exchange distribution in accordance with the rules of any
       stock exchange on which the securities are listed;

       ordinary brokerage transactions and transactions in which
       the broker solicits purchases;

       privately negotiated transactions;

       short sales;

       through the writing of options on the securities, whether or
       not the options are listed on an options exchange;

       through the distribution of the securities by any selling
       shareholders to its partners, members or stockholders;

       one or more underwritten offerings on a firm commitment or
       best efforts basis; and

       any combination of any of these methods of sale.

     The distribution of the shares may be effected from time  to
time  in  one  or more transactions at a fixed price  or  prices,
which may be changed, at market prices prevailing at the time  of
sale,  at prices related to such prevailing market prices  or  at
negotiated prices.

     The selling shareholders may engage brokers and dealers, and
any  brokers or dealers may arrange for other brokers or  dealers
to  participate  in  effecting sales  of  the  securities.  These
brokers, dealers or underwriters may act as principals, or as  an
agent  of a selling shareholder. Broker-dealers may agree with  a
selling  shareholder to sell a specified number of the securities
at  a  stipulated  price per security. If  the  broker-dealer  is
unable   to  sell  securities  acting  as  agent  for  a  selling
shareholder,  it may purchase as principal any unsold  securities
at the stipulated price. Broker-dealers who acquire securities as
principals may thereafter resell the securities from time to time
in  transactions  in any stock exchange or automated  interdealer
quotation  system  on which the securities  are  then  listed  or
quoted,  at  prices and on terms then prevailing at the  time  of
sale,  at prices related to the then-current market price  or  in
negotiated   transactions.   Broker-dealers   may    use    block
transactions  and sales to and through broker-dealers,  including
transactions  of  the  nature  described  above.  Assuming   that
required  holding periods and other criteria are  satisfied,  the
selling  shareholders may also sell the securities in  accordance
with  Rule  144  under  the Securities Act of  1933  rather  than
pursuant to this prospectus, regardless of whether the securities
are covered by this prospectus.

     To the extent required under the Securities Act of 1933, the
aggregate  amount  of  any selling shareholder  securities  being
offered  and the terms of the offering, the names of any  agents,
brokers,  dealers  or underwriters and any applicable  commission
with  respect  to  a particular offer will be  set  forth  in  an
accompanying  prospectus supplement. Any  underwriters,  dealers,
brokers  or  agents  participating in  the  distribution  of  the
securities  may receive compensation in the form of  underwriting
discounts,  concessions,  commissions  or  fees  from  a  selling
shareholder    and/or   purchasers   of   selling   shareholders'
securities,  for whom they may act



(which compensation  as  to  a
particular   broker-dealer  might  be  in  excess  of   customary
commissions).

     The  selling  shareholders  and any  underwriters,  brokers,
dealers  or  agents that participate in the distribution  of  the
securities may be deemed to be "underwriters" within the  meaning
of  the  Securities Act of 1933, and any discounts,  concessions,
commissions or fees received by them and any profit on the resale
of  the  securities sold by them may be deemed to be underwriting
discounts and commissions.

     The selling shareholders may enter into hedging transactions
with  third parties, which may in turn engage in short  sales  of
the securities in the course of hedging the position they assume.
The  selling shareholders may also enter into short positions  or
other  derivative  transactions relating to  the  securities,  or
interests  in  the  securities, and deliver  the  securities,  or
interests  in the securities, to close out their short  or  other
positions  or otherwise settle short sales or other transactions,
or loan or pledge the securities, or interests in the securities,
to third parties that in turn may dispose of these securities.

     Shares may also be offered and sold, if so indicated in  the
related  prospectus supplement, in connection with a  remarketing
upon their purchase, in accordance with a redemption or repayment
in  connection  with their terms, or otherwise, by  one  or  more
remarketing firms, acting as principals for their own accounts or
as  agents for Alpha or the selling shareholders. Any remarketing
firm  will be identified and the terms of its agreement, if  any,
with  Alpha or the selling shareholders and its compensation will
be  described  in  a  related prospectus supplement.  Remarketing
firms  may be deemed to be underwriters, as that term is  defined
in  the  Securities Act of 1933, in connection  with  the  shares
remarketed by them.

     The selling shareholders and other persons participating  in
the  sale  or distribution of the securities will be  subject  to
applicable provisions of the Securities Exchange Act of 1934, and
the  rules  and  regulations thereunder, including Regulation  M.
Under those rules and regulations, they:

       may not engage in any stabilization activity in connection
       with our securities;

       must furnish each broker which offers common stock covered
       by this prospectus with the number of copies of this prospectus
       which are required by each broker; and

       may not bid for or purchase any of our securities or attempt
       to induce any person to purchase any of our securities other than
       as permitted under the Securities Exchange Act of 1934.

     We  will  not  receive any proceeds from  the  sale  of  the
shares. We will pay the expenses of preparing this prospectus and
the related registration statement.

     We  can  not  assure you that the selling shareholders  will
sell all or any portion of the securities offered hereby.



     All provisions of the Prospectus not specifically amended by
this Supplement remain in full force and effect.

     Please  insert  this  Supplement into  your  Prospectus  and
retain  both  this  Supplement  and  the  Prospectus  for  future
reference.  If you would like to receive a copy of the Prospectus
please   write  to  Alpha  Hospitality  Corporation's   Corporate
Secretary  at  707  Skokie Boulevard, Suite 600,  Northbrook,  IL
60062 or call (847) 418-3804.