Introductory Statement

This Amendment No. 5 to Schedule 13D, filed by Mr. W. Edward Scheetz (the “Reporting Person”), relates to the common stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co. (the “Company”), a Delaware corporation, and amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (“SEC”) on August 11, 2008 as subsequently amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on November 24, 2008, as subsequently amended by Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 15, 2008, as subsequently amended by Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on January 7, 2009 (the “January Schedule 13D”), as subsequently amended by Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Person on February 17, 2009 (the “February Schedule 13D”). Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to such terms in the January Schedule 13D.

Since the date of filing of the February Schedule 13D, the number of shares of Common Stock beneficially owned by the Reporting Person has changed, as reported below, through the acquisition and sale of shares of Common Stock in open market transactions.

Accordingly, the purpose of this Amendment No. 5 to Schedule 13D is to amend and restate in its entirety Item 5 of the Schedule 13D as set forth below.

(a)       Ownership percentages of Common Stock reported herein are based on 29,397,841 shares of Common Stock outstanding as of November 7, 2008 as reported in the Company’s Form 10-Q filed with the SEC on November 7, 2008, 300,000 shares of Common Stock issuable upon the exercise of stock options beneficially owned by the Reporting Person and 100,000 shares of Common Stock issued by the Company on or about December 1, 2008 in connection with the Reporting Person’s redemption of 100,000 vested LTIP units.

The 3,384,117 shares of Common Stock reported as being the aggregate amount beneficially owned by the Reporting Person in row (11) of the cover page to this Amendment No. 5 to Schedule 13D, represent in the aggregate approximately 11.4% of the outstanding shares of Common Stock.

The 3,384,117 shares of Common Stock reported in row (9) of the cover page to this Amendment No. 5 to Schedule 13D include 3,069,117 shares of Common Stock, over which the Reporting Person has sole dispositive power and sole voting power and 315,000 shares of Common Stock, over which the Reporting Person only has sole dispositive power but no voting power. Of the 315,000 shares of Common Stock over which the Reporting Person only has sole dispositive power but no voting power, 300,000 shares of Common Stock represent the Reporting Person’s beneficial ownership of shares of Common Stock underlying stock options that have vested and are currently exercisable and 15,000 shares of Common Stock represent the Reporting Person’s beneficial ownership of shares of Common Stock underlying certain call options.

Of the 3,069,117 shares of Common Stock reported in row (7) of the cover page to this Amendment No. 5 to Schedule 13D, over which the Reporting Person has sole voting power and sole dispositive power, 1,036,207 shares of Common Stock are beneficially owned by the Reporting Person through WES Holdings and Crosby Holdings. WES Holdings directly beneficially owns 933,607 shares of Common Stock and Crosby Holdings owns 102,600 shares of Common Stock, which WES Holdings is deemed to beneficially own as controlling member of Crosby Holdings.

Of the 3,069,117 shares of Common Stock reported in row (7) of the cover page to this Amendment No. 5 to Schedule 13D, over which the Reporting Person has sole voting power and sole dispositive power, 85,908 shares of Common Stock are beneficially owned by the Reporting Person through Bayard II and 457,603 shares of Common Stock are beneficially owned by the Reporting Person through Baxter II. The Reporting Person is deemed to beneficially own the foregoing shares of Common Stock as the sole manager of each such entity.

In addition, of the 3,069,117 shares of Common Stock reported in row (7) of the cover page to this Amendment No. 5 to Schedule 13D, over which the Reporting Person has sole voting power and sole dispositive power, 1,257,999 shares of Common Stock are directly beneficially owned by the Reporting Person, 175,000 shares of Common Stock are beneficially owned by the Reporting Person through a Two-Year Grantor Retained Annuity Trust (of which the Reporting Person is trustee) which directly owns such shares of Common Stock for the benefit of the Reporting Person, 30,000 shares of Common Stock are beneficially owned by the Reporting Person through a Six-Year Grantor Retained Annuity Trust (of which the Reporting Person is trustee) which directly owns such shares of Common Stock for the benefit of the Reporting Person, 16,400 shares of Common Stock may be considered indirectly beneficially owned by the Reporting Person through two trusts (the “Trusts”) which directly own such shares of Common Stock for the benefit of the Reporting Person’s two minor children and 10,000 shares of Common Stock may be considered indirectly beneficially owned by the Reporting Person through his spouse who directly beneficially owns such shares of Common Stock.

As set forth in the paragraphs above, of the shares of Common Stock reported in row (11) of the cover page to this Amendment No. 5 to Schedule 13D, 15,000 shares are shares of Common Stock as to which there is a right to acquire which is exercisable by the Reporting Person within 60 days, in addition to the 300,000 shares of Common Stock underlying stock options that have vested and are currently exercisable by the Reporting Person.

The Reporting Person does not beneficially own any shares of Common Stock as of February 25, 2009, other than as set forth herein.

(b)       Rows (7) through (10) of the cover page to this Amendment No. 5 to Schedule 13D sets forth (i) the number of shares of Common Stock as to which there is sole power to vote or direct the vote and/or to dispose or direct the disposition (including the number of shares of Common Stock as to which there is a right to acquire exercisable within 60 days) and (ii) the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition.

(c)       Except for the transfer of an aggregate of 2,400 shares of Common Stock to the Trusts and the open market sales and purchases by the Reporting Person set forth below, no transactions in the Common Stock were effected by the Reporting Person since the February Schedule 13D (up to and including February 25, 2009).

(d)       No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit Index