SecProbe.io

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November 28, 2005

Mail Stop 4561

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

      Re:	Morgans Hotel Group Co.
		Registration Statement on Form S-1
      Filed October 27, 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.
General

1. Please update your financial statements as required by Article
3-
12 of Regulation S-X.
2. Please tell us whether any of your underwriters or their
affiliates may be parties to the loan to be made to Morgans Hotel
Group Management, LLC, or will receive proceeds of this offering
from
the repayment of a portion of the loans described on page 34.

3. Refer to your formation and structuring agreement.  Please tell
us
why the Distribution Transactions and the Exchange Transactions,
as
those terms are defined in the agreement, should not be integrated
with this offering.  If integration is warranted, please tell us
why
this transaction does not constitute a roll-up within the meaning
of
Item 901 of Regulation S-K.
4. Please provide us with copies of the artwork or graphics you
intend to use in the prospectus.  We may have further comment.

Prospectus Summary, page 1

Formation and Structuring Transactions, page 6
5. Please expand your disclosure to summarize the effect of the
formation and restructuring transactions, including the effects on
equity ownership, asset ownership, and management.  We note the
disclosure in footnotes (2) and (3); however, it is not clear how
and
why interests in the predecessor entities are being distributed.
Also, clearly summarize the interests of the related parties in
the
formation and structuring transactions.

Summary Historical Financial and Operating Data, page 9

6. Please clarify whether you use EBITDA and Adjusted EBITDA as a
measure of operating performance or liquidity.  Your disclosure
states that the measure is useful because it assesses your ability
to
generate cash from operations to pay taxes, to service debt and to
undertake capital expenditures.  This appears to be a measure of
liquidity and should be reconciled to cash flow from operations.
In
addition please revise to include disclosures that discuss the
material limitations of excluding items such as interest expense,
income tax expense and depreciation and amortization.  Refer to
question 8 in the Frequently Asked Questions regarding the use of
non-GAAP financial measures and Item 10(e) of Regulation S-K.

Risk Factors, page 12
7. To the extent material, please discuss risk related to new debt
to
be incurred by your predecessor`s management company, risk related
to
the repatriation of earnings, and risk related to future
condominium
conversions.
8. We note from page 127 that you are negotiating a revolving
credit
facility with entities affiliated with your underwriters.  This
appears to represent a conflict of interest that should be
disclosed
in your risk factors section.  Please quantify the fees to be
received by the affiliates and discuss any requirements as to the
size or timing of the offering that may be imposed by lenders.
Also,
please provide us with any preliminary documentation of this loan.
9. Please discuss the risks associated with your history of net
losses.

Risks Related to Our Business

We have substantial debt..., page 17
10. Please expand your discussion of debt covenants and the Clift
bankruptcy to provide more detail, including:
* what conditions, if any, you may be subject to as a result of
Clift`s plan of reorganization;
* what property interests your I.S. London joint venture holds;
* the nature of the covenant violated by I.S. London and the
amount
of debt that is subject to acceleration;
* the conditions the proposed refinancing is subject to and the
amount of the proposed refinancing; and
* whether you are negotiating the I.S. London`s refinancing with
entities affiliated with your underwriters.

The revolving credit facility..., page 19
11. Please indicate the approximate size of the anticipated
facility
and discuss risk associated with your failure to obtain it.

Risks Related to Our Organization and Structure

We may experience conflicts of interest with significant
stockholders
..., page 25
12. Please revise to quantify the approximate percentage of their
time that Messrs. Scheetz and Hamamoto will devote to your
business.

The negotiations involving our formation transactions..., page 26
13. Please revise to discuss the possibility that the value of
units
issued in the formation transaction will not reflect the value of
assets contributed.  Also, please tell us why your discussion is
limited to the value of equity held by NorthStar Partnership L.P.
and
its affiliates.

Formation and Structuring Transactions, page 31

14. Include a section entitled "Accounting Treatment" and explain
there the basis for your accounting treatment under SFAS 141.
This
should include how you determined that the transfer of assets
should
occur at historical cost and how you accounted for the
contribution
of all of the membership interests in MHG Management Company to
Morgans Group LLC in return for membership interests in Morgans
Group
LLC with a value based on the IPO price equal to $20 million.
Tell
us whether this contribution was at fair value of historical
value.
It appears that this could be a distribution.  Please cite the
accounting literature that you have relied upon in your response.
15. Please describe these transactions in more detail, including:
* the amount of debt to be incurred by the management company;
* the amount of debt to be repaid by Morgans Hotel Group LLC with
the
proceeds of the management company`s loan (and the specific
lenders
and amounts involved, including identification of any affiliates
of
you or your underwriters);
* how interests in Morgans Group LLC will be set and change
following
the entity`s formation, the initial contribution of properties and
the transfer of the management company for $20 million; and
* why these transfers are being conducted separately.
16. Please identify each interest that Morgans Hotel Group LLC
will
contribute to Morgans Group LLC, as reflected in Section 1.2 of
the
Formation and Structuring Agreement.  If any additional interests
not
identified in the agreement are being transferred, please disclose
those interests as well.
17. Please explain what, if any, assets will be held by Morgans
Hotel
Group LLC following the contribution.  Please be specific as to
the
nature of the "other interests" to be retained by Morgans Hotel
Group
LLC.  Also, please quantify any remaining interests in Morgans
Group
LLC, other than your own, following the transfer of units to you
by
entities affiliated with Messrs. Hamamoto, Scheetz and Schrager.
Finally, please quantify the dollar value of redeemable membership
interests and shares to be held by each entity or individual
involved
in your formation transactions.
18. Please describe in more detail the terms of redemption and
exchange provided for in the limited liability company agreement
of
Morgans Group LLC.  Provide similar disclosure regarding the terms
for redemption or exchange for the membership interests of Morgans
Hotel Group LLC.
19. Footnote (3) to the table on page 33 suggests that the
distribution and exchange of Morgans Group LLC membership
interests
owned by Morgan Hotel Group LLC may not occur.  Please revise the
narrative leading into the table to discuss the conditions, if
any,
to the distribution and exchange.
20. Please discuss the impact on your management resulting from
the
formation and structuring transactions.

Capitalization, page 36

21. Please revise to remove cash and cash equivalents and
restricted
cash from your capitalization table.

Management`s Discussion and Analysis of Financial Condition...,
page
42

Overview, page 42
22. Please revise the Overview to discuss your history of net
losses
and to explain the reasons for increasing net losses in light of
increases in revenues for each of your last three fiscal years.
23. On page 43, please revise to indicate when each of your
management agreements terminates.  Also, please explain how the
minority interest in your food and beverage joint venture is
determined.

Operating Results, page 47
24. Please explain why food and beverage revenue remained
relatively
constant in recent periods despite significant increases in room
revenue.  If room revenue includes some food and beverage service,
please make this clear.

Liquidity and Capital Resources, page 58
25. Refer to your statement that short-term liquidity needs will
be
satisfied out of existing working capital and cash provided by
operations.  Please disclose whether you have in prior periods
used
debt proceeds to fund short-term liquidity requirements.  If so,
please revise your disclosure to explain the basis of your belief
regarding the satisfaction of short-term liquidity needs going
forward.
26. Please expand your discussion of liquidity to include:

* the TCI Chevron put described on page 77;

* the phase-out of property tax abatements described on page 16;

* the potential acceleration of debt related to I.S. London and
the
proposed refinancing;

* a more detailed description of the reserve requirements
contained
in your debt instruments, as described on page 100;

* the put right associated with  your Burford Hotels Limited joint
venture, as described on page 111.

Investing Activities, page 59
27. Please explain why your debt service shortfall payments to
I.S.
London have increased from period to period and clarify whether
the
payments made in 2004 and 2003 were also related to these
shortfalls.

Financing Activities, page 59
28. Refer to disclosure on page 60 that $82.9 million was used to
repay corporate debt of Morgans Hotel Group LLC.  Please explain
the
nature of this debt in more detail and identify the lenders.

Debt, page 60
29. Please account for the $6 million difference between the debt
referred to in this section and the $659.8 million referred to on
page 64.
30. Specifically describe and quantify the debt service coverage
requirements under the Hotel Debt.  Please disclose whether you
currently are in compliance with those covenants and whether you
will
continue to be in compliance following the public offering.

Contractual Obligations, page 60
31. On page 61, please explain in more detail how the Blackacre
preferred return is calculated.  Also, please explain the
circumstances under which you may be required to purchase
Blackacre`s
membership.

Quantitative and Qualitative Disclosures About Market Risk, page
64
32. Please disclose the limit on upward adjustments to variable
rate
debt as a result of your hedge agreements, which cap the
applicable
LIBOR rate at 4.25%, and disclose when these hedges expire.

Currency Exchange Risk, page 64
33. Please quantify this risk to the extent you consider it to be
material.  Discuss how much of your earnings are subject to
repatriation and what impact a change in prevailing rates could
have.

Our Business and Properties, page 65
34. Refer to an October 28, 2004 story in Caterer and Hotelkeeper.
Please discuss your plans to sell the Sanderson and St. Martins
Lane
hotels, if any.
35. Where relevant, please discuss your experience with larger
formats in more detail and any practical limitations on your
ability
to expand.  We note in this regard that the average daily rate and
revPAR for your Hudson property are significantly lower than all
of
your other properties expect for the Clift, which only recently
came
out of bankruptcy.  We further note, from page 12, that you have
"relatively high" fixed operating costs.
36. Please provide objective support for, carefully define, and
quantify if possible the key terms contained in the following
assertions here and in your prospectus summary:
* that you are widely credited with "establishing and defining"
the
boutique hotel sector;

* that the boutique hotel sector is "rapidly expanding;"

* that each of your properties was designed by a "world-renowned"
designer;

* that your hotels enjoy "increased" occupancy levels and pricing
power.  In responding to this comment, please provide investors
with
a frame of reference, including average occupancy and pricing
rates
in your key markets;

* that your hotels enjoy "sustained" customer loyalty;

* that your hotels have "the potential for superior" revPAR.  In
responding to this comment, please explain on page 67 the basis
for
your belief and provide investors with a frame of reference;

* that the Zagat survey ranks certain of your restaurants as
"among
the most popular" in New York, Los Angeles and London and that
they
attract "significant" local customers;

* that you have achieved an "exceptional customer satisfaction
rating;"

* that your brands offer "highly attractive opportunities" to
expand
and export your business and improve your ability to secure joint
ventures and management agreements;

* that your managers have "extensive" experience in all
disciplines
necessary to operate and grow your business.  Please remove
references throughout your prospectus to the aggregate or average
experience of your  managers.  A discussion of specific managers
with
applicable experience is acceptable.  Also, please indicate on
page
68 which-if any-of your managers enjoys public company experience;

* that your service level is "unparalleled;"

* that your property management systems improve your
profitability;

* that your sales and catering system comprises a "powerful
strategic
tool;"

* that your customer relationship management system lowers your
operating costs and increases your revenues (please be specific).

In general, you should avoid describing yourself with loose
marketing-oriented phrases that are not objectively verifiable.

Our Growth Strategy, page 70
37. Please quantify what you mean by "strong" internal and
external
growth.

Internal Growth, page 70
38. Please provide copies of all reports cited here and in your
industry overview and indicate whether any of these reports were
prepared for you.  Also, please disclose that the 2005 data is
annualized and may not be indicative of full-year results.  If you
are aware of any seasonal factors that could reduce growth rates
calculated on an annualized basis, please discuss them here.

External Growth, page 71

Target Markets, page 71
39. Please discuss the limitations placed on your ability to
expand
internationally in light of your commitments under the Burford
Hotels
Limited joint venture.

Brand Extensions, page 72
40. Refer to your statement that heightened levels of residential
sales activity may reflect an opportunity to generate proceeds for
reinvestment.  Please explain what you mean by this and disclose
the
basis of your belief.

Company History, page 72
41. Please discuss the departure of Mr. Schrager and any recent
asset
sales, including the Paramount and Miramar hotels.

Our Hotel Properties, page 74

42. We note that you have presented a non-GAAP measure, operating
incom