February 3, 2006

Mail Stop 4561

Richard Szymanski
Chief Financial Officer
Morgans Hotel Group Co.
475 Tenth Avenue
New York, NY 10018

      Re:	Morgans Hotel Group Co.
		Fourth Amendment to Registration Statement on Form S-1
      Filed February 1, 2005
		File No.  333-129277

Dear Mr. Szymanski:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1/A

Capitalization, page 48

1. Please insert a column after the Historical information and
before
the As Adjusted column to give pro forma effect only to the
changes
in the company`s capitalization that will occur prior to or at the
IPO, excluding the effects of the offering proceeds and uses of
the
proceeds.




Unaudited Pro Forma Financial Information

Pro Forma Consolidated Balance Sheet, page 55

2. Please revise to present a subtotal column before the
adjustments
giving effect to the offering proceeds and the uses of the
proceeds
so that investors can clearly see the operating results of the
combined entity for which they will be investing.

Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 56

3. On page 45 in the Use of Proceeds section of your filing, you
disclose that the net proceeds from your offering will be used to
repay outstanding principal in the amount of $212.1 million.  In
adjustment (D) of your pro formas, you disclose that the proceeds
will be used to repay $294.2 million of outstanding principal.
Please reconcile these differences and revise your disclosure
accordingly.

Pro Forma Consolidated Statement of Operations and Comprehensive
(Loss) Income, page 57 and 58

4. It is not appropriate to present stock-based compensation as a
single line item in the income statement solely based on the form
of
consideration without additional disclosure regarding the breakout
of
the compensation amount amongst the various expense
classifications
on the income statement.  Please revise your statements of
operations
to use one of the following presentation options:

* Parenthetically noting with the appropriate line item, like G&A,
the amount of equity-related charge that is included in a
particular
line item without having a separate classification for the non-
cash
charge
* Parenthetically noting the amount of equity-related charges
being
excluded from a particular line item, for example, because it is
presented as a separate line item
* Breaking out the equity-related charge from other charges within
a
specific expense classification


      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendments for further
review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Jessica Barberich at 202-551-3782 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3780 with any other questions.


Sincerely,



Karen J. Garnett
Assistant Director



cc:	Robert W. Downes (via facsimile)

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Richard Szymanski
Morgans Hotel Group Co.
February 3, 2006
Page 1