SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HUFF WILLIAM R

(Last)

(First)

(Middle)

67 PARK PLACE

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2005

3. Issuer Name and Ticker or Trading Symbol
SPORTS ENTERTAINMENT ENTERPRISES INC [ SPEA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,706,052⁽¹⁾	I	Refer Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Redeemable Preferred Stock	02/07/2005	02/07/2013⁽³⁾	Common Stock	6,051,253⁽¹⁾	$7.18⁽⁴⁾	I	Refer Footnote⁽²⁾
Common Stock Purchase Warrants	02/07/2005	02/07/2007	Common Stock	1,860,660⁽¹⁾	$1	I	Refer Footnote⁽²⁾
Common Stock Purchase Warrants	02/07/2005	02/07/2007	Common Stock	1,860,660⁽¹⁾	$1.5	I	Refer Footnote⁽²⁾
Common Stock Purchase Warrants	02/07/2005	02/07/2007	Common Stock	1,860,661⁽¹⁾	$2	I	Refer Footnote⁽²⁾

Explanation of Responses:

1. William R. Huff disclaims beneficial ownership over these securities except to the extent of his direct or indirect pecuniary interest in The Huff Alternative Fund, L.P. and one of its affiliated limited partnerships (together, the "Huff Entities").

2. Held of record by the Huff Entities. Mr. Huff possesses sole power to vote and direct the disposition of all securities of Sports Entertainment Enterprises, Inc. (the "Company") held by the Huff Entities, subject to certain internal screening and other securities law compliance procedures of the Huff Entities. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff.

3. The Company is obligated to redeem any shares of the Series A Convertible Redeemable Preferred Stock that remain unconverted and outstanding on 2/7/2013 pursuant to the terms of the Attachment to the Articles of Amendment of the Company establishing the Series A Convertible Redeemable Preferred Stock, filed with the Colorado Secretary of State on February 7, 2005 (the "Articles of Amendment").

4. These securities are subject to adjustment to protect against dilution. The initial conversion price of these securities was $10.00, which was adjusted to $7.18 on 2/7/2005 in accordance with the terms of the Articles of Amendment.

	/s/ William R. Huff	02/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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