f11-02_28vcg13g.htm

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

VCG Holding Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91821K101

(CUSIP Number)

Alexander H. McMillan, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2011

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

032080.0003 EAST 7937446 v5

CUSIP No.			91821K101

1. Name of Reporting Person			Loeb Arbitrage Management LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	-0-

	6. Shared Voting Power	42,938

	7. Sole Dispositive Power	-0-

	8. Shared Dispositive Power	42,938

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				42,938

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]

11. Percent of Class Represented by Amount in Row (9)				0.26%

12. Type of Reporting Person				IA, PN

CUSIP No.			91821K101

1. Name of Reporting Person			Loeb Arbitrage Fund

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization			New York
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	324,016

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	324,016

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				324,016

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]

11. Percent of Class Represented by Amount in Row (9)				1.99%

12. Type of Reporting Person				PN

CUSIP No.			91821K101

1. Name of Reporting Person			Loeb Arbitrage Offshore Partners, Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	154,139

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	154,139

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				154,139

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]

11. Percent of Class Represented by Amount in Row (9)				0.95%

12. Type of Reporting Person				CO

CUSIP No.			91821K101

1. Name of Reporting Person			Loeb Marathon Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	86,659

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	86,659

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				86,659

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]

11. Percent of Class Represented by Amount in Row (9)				0.53%

12. Type of Reporting Person				PN

CUSIP No.			91821K101

1. Name of Reporting Person			Loeb Marathon Offshore Partners, Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	26,488

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	26,488

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				26,488

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]

11. Percent of Class Represented by Amount in Row (9)				0.16%

12. Type of Reporting Person				CO

Item 1(a).		Name of Issuer

VCG Holding Corp.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

390 Union Blvd., Suite 540 Lakewood, Colorado 80228

Item 2(a).		Name of Person(s) Filing

Loeb Arbitrage Management LP (“LAM”) Loeb Arbitrage Fund (“LAF”) Loeb Arbitrage Offshore Partners, Ltd. (“LAOP”) Loeb Marathon Fund LP (“LMF”) Loeb Marathon Offshore Partners, Ltd. (“LMOP”)

Item 2(b).		Address of Principal Business Office

All filing person(s) and associated investment advisors referenced herein are located at: 61 Broadway, 24th Floor New York, NY 10006

Item 2(c)		Citizenship or Place of Organization

LAM is a limited partnership organized under the laws of the State of Delaware. LAF is a limited partnership organized under the laws of the State of New York LAOP is a Cayman Islands exempted company. LMF is a limited partnership organized under the laws of the State of Delaware. LMOP is a Cayman Islands exempted company.

Item 2(d).		Title of Class of Securities

		Common Stock

Item 2(e).		CUSIP Number:

		91821K101


Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing a:

(a) [ ] A broker or dealer under Section 15 of the 1934 Act

(b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act

(d) [ ] An investment company registered under Section 8 of the Investment Company Act of 1940

(e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) [ ] A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940

(j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)


Item 4.	Ownership

(a)	Amount Beneficially Owned:

	See Item 9 of cover pages.

(b)	Percent of Class:

	See Item 11 of cover pages.

(c)	Number of shares as to which the person has:

	(i)	sole power to vote or to direct the vote
	(ii)	shared power to vote or to direct the vote
	(iii)	sole power to dispose or to direct the disposition
	(iv)	shared power to dispose or to direct the disposition

	See Items 5-8 of cover pages.

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].


Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	LAM is a registered investment adviser. LAM may invest on behalf of itself and clients for which it has investment discretion. LAF’s general partner is LAM. LAOP’s registered investment advisor is Loeb Offshore Management LP (“LOM”), a Delaware limited partnership. LMF’s investment advisor is LAM. LMOP’s investment advisor is LOM.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

Signature

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.

		LOEB ARBITRAGE MANAGEMENT LP


Date: March 1, 2011		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB ARBITRAGE FUND
		By: LOEB ARBITRAGE MANAGEMENT LP, G.P.


Date: March 1, 2011		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.


Date: March 1, 2011		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB MARATHON FUND LP
		By: LOEB ARBITRAGE MANAGEMENT LP, G.P.


Date: March 1, 2011		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB MARATHON OFFSHORE PARTNERS, LTD.


Date: March 1, 2011		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President