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December 30, 2005

Via Edgar

Mr. Geoffrey M. Ossias,

        Division of Corporation Finance,

                Securities and Exchange Commission,

                        100 F Street, N.E.,

                                Room 1580,

                                        Mail Stop
4561,

       Washington, D.C. 20549-0408.

Re:

Amendment No 2. to Morgans Hotel Group Co.'s

Registration Statement on Form S-1

(Form S-1, File No. 333-129277)

Dear
Mr. Ossias:

        On
behalf of Morgans Hotel Group Co. (the "Registrant"), attached for filing under the Securities Act of 1933, as amended, is Amendment
No. 2 to the Registrant's registration statement on Form S-1, including exhibits and the Company's response to the Staff's comment letter, dated December 27, 2005.

        Please
address any oral comments or inquiries to Robert W. Downes of Sullivan & Cromwell LLP at (212) 558-4312. Additionally, please send copies of any
correspondence relating to this filing to Robert W. Downes by facsimile at (212) 558-3588 with the original by mail to his attention at Sullivan & Cromwell LLP, 125
Broad Street, New York, N.Y. 10004-2498.

Very truly yours,

/s/  NEVENKA N. ADDO

Nevenka N. Addo

(Attachments)

[LETTERHEAD OF SULLIVAN & CROMWELL LLP]

December 30,
2005

Via
Federal Express and EDGAR

Mr. Geoffrey
M. Ossias,

        Division of Corporation Finance,

                Securities and Exchange Commission,

                        100 F Street, N.E.,

                                Room 1580,

                                        Mail Stop
4561,

       Washington, D.C. 20549.

Re:
Morgans Hotel Group Co.

(Form S-1, Fi1e No. 333-129277)

Dear Mr. Ossias:

        On
behalf of our client, Morgans Hotel Group Co. (the "Company"), we enclose herewith Amendment No. 2
("Amendment No. 2") to the Company's Registration Statement on Form S-1 (including marked copies to show changes from the
filing on December 7, 2005) and the Company's responses to the Staff's comment letter (the "Comment Letter") dated December 27, 2005
concerning
the Company's Registration Statement on Form S-1 (the "Registration Statement"). Except as otherwise noted in this letter, the
information provided in response to the Comment Letter has been supplied by the Company, which is solely responsible for it. Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed thereto in Amendment No. 2.

        To
facilitate the Staff's review, we have included in this letter the captions and numbered comments in bold text and have provided the Company's responses immediately following each
numbered comment. References to page numbers herein are references to page numbers in the enclosed marked copy of Amendment No. 2.

        The
following are the Company's responses to the Comment Letter:

General

1.We note your response to prior comment 3. We further note, from page 36, that the initial properties held by Morgans Hotel Group LLC will be exchanged for a
fixed number convertible membership units in Morgans Group LLC, your operating company. Based on your disclosure, it appears to us that you have not yet fixed the number of units that will be
exchanged for the initial properties. Accordingly, it appears that your private placement of these units may not have been completed prior to the filing of this registration statement. Please amend
your analysis to discuss this aspect of the transaction in more detail. Please note, the fact that you may consider the transfer to be a recapitalization does not preclude us from determining that a
"sale" has occurred for purposes of Section 5 of the Securities Act. 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.

        The Company has asked us to advise the Staff supplementally that, for the reasons stated below and stated in response to Comment No. 3 in the initial
comment letter from the Staff, dated November 28, 2005, it believes that the private placement of the membership units of Morgans Group LLC to Morgans Hotel Group LLC in the Contribution
Transactions (as defined in the Formation and Structuring Agreement) was completed prior to the initial filing of the Registration Statement.

        As
set forth in the Formation and Structuring Agreement and as described under "Formation and Structuring Transactions" in Amendment No. 2, the following steps related to the
private placement of

membership
units of Morgans Group LLC to Morgans Hotel Group LLC in the Contribution Transactions will occur:

•Morgans
Hotel Group LLC will contribute the Contributed Interests (as defined in the Formation and Structuring Agreement) to Morgans Group LLC. No consideration is being
received for this transfer of interests from Morgans Hotel Group LLC to its wholly owned subsidiary, Morgans Group LLC.

•Subsequent
to that contribution, the limited liability company agreement of Morgans Group LLC will be amended and restated to provide that Morgans Hotel Group LLC's 100%
ownership interest in Morgans Group LLC will be expressed in a fixed number of membership units. At that point, Morgans Hotel Group LLC will own all of the membership units of Morgans Group LLC. The
number of Morgans Group LLC membership units to be owned by Morgans Hotel Group LLC at that point will be determined based on the number of shares that will be offered in the initial public offering.
Prior to the initial filing of the Registration Statement, pursuant to the Formation and Structuring Agreement, Morgans Hotel Group LLC agreed that its entire ownership interest in Morgans Group LLC
would be in the form of membership units.

•Subsequent
to the amendment and restatement of the limited liability company agreement of Morgans Group LLC described above, Morgans Hotel Group LLC, pursuant to the
Formation and Structuring Agreement, has agreed to contribute MHG Management Company to Morgans Group LLC for an additional $20 million in membership units. Morgans Hotel Group LLC has agreed
that the number of Morgans Group LLC membership units it receives will be determined based on the initial public offering price—i.e., by dividing $20 million by the initial public
offering price.

        Based
on the preceding analysis, the Company believes that the private placement of membership units of Morgans Group LLC in the Contribution Transactions was completed prior to the
filing of the Registration Statement.

Summary

Formation and Structuring Transactions, page 5

2.We note your response to prior comment 5. Please tell us the basis for concluding that the fair market value of MHG Management Company was
$20 million.

        The
Company has asked us to advise the Staff supplementally that the $20 million fair market value for MHG Management Company was determined based on a number of valuation
factors, including historical operating results and earnings, an evaluation of existing management contracts, ability to incur indebtedness, including the $80 million loan to MHG Management
Company, and operating and earning potential.

Risk Factors, page 9

3.Please revise these summary risk factors to include a summary of historical losses, and your belief that these losses may continue, appearing on page
17.

        The
Company has asked us to advise the Staff supplementally that the section entitled "Prospectus Summary—Risk Factors" on page 10 of Amendment No. 2 has been revised
to include a summary of the Company's historical losses and the Company's belief that these losses may continue.

2

Risk Factors, page 14

We have substantial debt...., page 20

4.Please quantify the debt you will guarantee in connection with the loan to MHG Management.

        The
Company has asked us to advise the Staff supplementally that the section entitled "Risk Factors—We have substantial debt, a majority of which is variable rate debt, and
we may incur additional indebtedness, which may negatively affect our business and financial results" on page 21 of Amendment No. 2 has been revised to clarify that the Company will guarantee
the full $80 million amount of the loan to MHG Management Company.

Formation and Structuring Transactions, page 35

5.Please revise the disclosure in this section to clarify that "MHG Management Company" refers to Morgans Hotel Group Management LLC.

        The Company has asked us to advise the Staff supplementally that the section entitled "Formation and Structuring Transactions" on page 36 of Amendment
No. 2 has been revised to clarify that MHG Management Company refers to Morgans Hotel Group Management LLC.

6.In the second bullet point on page 36, please identify the Morgans Hotel Group LLC subsidiary and the subsidiary's lender that will receive loan proceeds.
Please quantify the payment and disclose any affiliations between the lender and related parties.

        The Company has asked us to advise the Staff supplementally that the third bullet point in the section entitled "Formation and Structuring Transactions" on page
37 of Amendment No. 2 has been revised to identify MMRDH Parent Holding Company LLC as the subsidiary that will receive the loan proceeds. For the supplemental information of the Staff, the
indebtedness to be repaid is part of the $473.8 million of mortgage indebtedness described in the first bullet under "Mortgage and Other Indebtedness Outstanding After This Offering". The
lenders under that indebtedness are not affiliated with the Company or any of the related parties identified under "Formation and Structuring Transactions".

7.The third bullet point on page 36 states that Morgans Hotel Group LLC will contribute to Morgans Group LLC all of its interests in its subsidiaries for no
consideration. Please reconcile this statement with disclosure toward the bottom on page 36, which indicates that Morgans Hotel Group LLC will receive a fixed number of membership units in Morgans
Group LLC following the contribution of those interests.

        The Company has asked us to advise the Staff supplementally that the section entitled "Formation and Structuring Transactions" beginning on page 36 of Amendment
No. 2 has been revised to clarify that the interests described in the third bullet on page 37 are being contributed by Morgans Hotel Group LLC to Morgans Group LLC for no consideration while
Morgans Group LLC is still a wholly owned subsidiary of Morgans Hotel Group LLC and then subsequent to the contribution of those interests, the limited liability company agreement of Morgans Group LLC
will be amended and restated so the interests then held by Morgans Hotel Group LLC become a fixed number of units.

8.Refer to the carry-over paragraph at the top of page 37. The disclosure suggests that NorthStar and RSA Associates are the only members of Morgans
Hotel Group LLC that will receive a distribution of membership interests in Morgans Group LLC. The chart on page 35, however, indicates that the NorthStar and RSA Associates are not the only member of
Morgans Hotel Group LLC. In addition, we note from the Formation and Structuring Agreement that Messrs. Overington and Andrei will receive Morgans Group LLC units from Morgans Hotel Group LLC.
Please revise to discuss this aspect of the distribution or tell us why you have omitted
3

 it from the prospectus. Also, please provide to us a copy of the Participation Agreements referenced in Section 1.2(b)(i) of the Formation and Structuring Agreement.

        The Company has asked us to advise the Staff supplementally that the section entitled "Formation and Structuring Transactions" on page 37 of Amendment
No. 2 has been revised to clarify that, in addition to NorthStar and RSA Associates, there are other Morgans Hotel Group Investors, including persons who have contractual participation rights
(namely Michael Overington and Anda Andrei), who will receive less than 1% of the Morgans Group LLC membership units distributed by Morgans Hotel Group LLC. For the supplemental information of the
Staff, there is a third member in Morgans Hotel Group LLC (namely Century Operating Associates), which is not affiliated with the Company or any of the related persons described under "Formation and
Structuring Transactions" and which is expected to receive a de minimis distribution of Morgans Group LLC membership units, if any. In addition, Michael Overington and Anda Andrei, who are parties to
the Formation and Structuring Agreement, are not members in Morgans Hotel Group LLC, but have certain contractual participation rights with Morgans Hotel Group LLC. Neither person is affiliated with
the Company or any of the related persons described under "Formation and Structuring Transactions" and neither is expected to receive more than a de minimis distribution of Morgans Group LLC
membership units, if any. This discussion was previously omitted from the prospectus with a view to simplifying the discussion under this Section because of (i) the de
minimis nature of the holdings, (ii) the fact that none of the parties are affiliated with the Company or the related persons and (iii) the fact that the
distributions are being made in accordance with existing entitlements under agreements in place with Morgans Group LLC prior to the initial filing of the Registration Statement. For the further
supplemental information of the Staff, the participation agreements with Overington and Andrei referred to in the Formation and Structuring Agreement are being supplementally provided to the Staff
along with this letter.

9.The last bullet point on page 37 states that NorthStar will distribute all of the shares of your common stock it receives to its partners. Please reconcile this
statement with the disclosure on page 38, which states that NorthStar will sell shares of your common stock in the IPO and that NorthStar will own shares of your common stock after your IPO is
completed.

        The Company has asked us to advise the Staff supplementally that the second to last bullet in the section entitled "Formation and Structuring Transactions" on
page 38 of Amendment No. 2 has been
made consistent with the first bullet describing the results of the Formation and Structuring Transactions on page 39 of Amendment No. 2 and that it respectfully notes that NorthStar will not
be a selling stockholder and the cash received by NorthStar is from other sources disclosed in this section. In addition, even though NorthStar will distribute all of the shares of common stock it
receives in the Formation and Structuring Transactions to its partners, the first bullet describing the results of the Formation and Structuring Transactions assumes that the $20 million of
Morgans Group LLC membership units to be held by Morgans Hotel Group LLC following the offering are distributed and exchanged for common stock in order to show the maximum fully distributed ownership.

Accounting Treatment, page 40

10.We note that you have included a section titled Accounting Treatment in your filing that discloses the accounting for the transfer of interests made by Morgans
Hotel Group LLC to Morgans Group LLC. Please expand this disclosure to also address your basis in GAAP for the treatment of the contribution of MHG Management Company to Morgans Group LLC at fair
value and not historical cost.

        The Company has asked us to advise the Staff supplementally that the section entitled "Formation and Structuring Transactions—Accounting Treatment" on
page 41 of Amendment No. 2 has been revised to expand the disclosure to address the basis in GAAP for the treatment of the contribution of MHG Management Company to Morgans Group LLC at
historical cost. Since the ownership of MHG

4

Management
Company is in the same proportions before and after the transfer of interests, it has been accounted for as a transfer between entities under common cont