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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Morgans Hotel Group Co.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

61748W108

(CUSIP Number)

Robert S. Taubman
OTK Associates, LLC
200 E. Long Lake Road, Suite 300
Bloomfield Hills, Michigan 48304
(248) 258-6800

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

July 16, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		61748W108

NAMES OF REPORTING PERSONS

OTK Associates, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ⁽¹⁾

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

4,500,000⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

4,500,000⁽¹⁾

WITH:

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁽¹⁾ This Schedule is filed by OTK Associates, LLC and its managers, Robert S. Taubman and Michael E. Olshan (the “Reporting Persons”). These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. The shares reported as beneficially owned by each Reporting Person are the same shares, which are owned by OTK Associates, LLC.

Page 2 of 14 pages


CUSIP No.		61748W108

NAMES OF REPORTING PERSONS

Robert S. Taubman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ⁽¹⁾

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,500,000⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH:

SHARED DISPOSITIVE POWER

4,500,000⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 3 of 14 pages


CUSIP No.		61748W108

NAMES OF REPORTING PERSONS

Michael E. Olshan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ⁽¹⁾

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,500,000⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH:

SHARED DISPOSITIVE POWER

4,500,000⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 4 of 14 pages

CUSIP No. 61748W108

Item 1. Security and Issuer

The title of the class of equity securities to which this statement relates is common stock, par value $0.01 per share (“Common Shares”), of Morgans Hotel Group Co., a Delaware corporation (the “Company”). The address of the principal executive office of the Company is 475 Tenth Avenue, New York, New York 10018.

Item 2. Identity and Background

(a)-(c) This statement is being filed by OTK Associates, LLC, a Delaware limited liability company (“OTK”), and its managers, Robert S. Taubman (“Taubman”) and Michael E. Olshan (“Olshan”). OTK was formed under the laws of the State of Delaware and is an investment entity. OTK’s business and principal office address is 200 E. Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304.

Robert S. Taubman’s present principal occupation or employment is Chairman of the Board, and President and Chief Executive Officer of Taubman Centers, Inc., a real estate investment trust, and The Taubman Company LLC, which provides property management, leasing, development and other administrative services to, among others, Taubman Centers, Inc. and its shopping centers. Robert S. Taubman’s, Taubman Centers, Inc.’s and The Taubman Company LLC’s business and principal office address is 200 E. Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304.

Michael E. Olshan’s present principal occupation or employment is Managing Director of Jana Partners, LLC, a hedge fund. Michael E. Olshan’s and Jana Partners, LLC’s business and principal office address is 200 Park Avenue, Suite 3300, New York, New York 10166.

(d)-(e) During the past five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) OTK is a limited liability company organized under the laws of Delaware. Robert S. Taubman and Michael E. Olshan are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

4,500,000 Common Shares were purchased by OTK for an aggregate consideration of approximately $68,400,000 of its working capital. OTK received funds through contributions of capital from its initial members.

Page 5 of 14 pages

CUSIP No. 61748W108

Item 4. Purpose of Transaction

The purpose of the filing is to report the change in the managers of OTK from four managers to two managers, Robert S. Taubman and Michael E. Olshan, and their resulting acquisition of shared voting and dispositive power over the shares owned by OTK. OTK acquired the Common Shares for investment.

The Reporting Persons intend to evaluate on an ongoing basis OTK’s investment in the Company and OTK’s options with respect to such investment. From time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to OTK’s investment in the Company including, without limitation, (i) to hold the Common Shares as a passive investor or as an active investor (including as a member of a “group” with other beneficial owners of the Company’s securities) or (ii) to acquire beneficial ownership of additional securities of the Company in the open market, in privately negotiated transactions or otherwise.

In connection with their evaluation, the Reporting Persons may seek to meet with the board of directors and/or members of senior management or communicate publicly or privately with other shareholders or third parties to indicate OTK’s views on issues relating to the strategic direction undertaken by the Company and other matters of interest to shareholders generally. As part of any such discussions, the Reporting Persons may suggest changes in, or take positions relating to, the strategic direction of the Company as a means of enhancing shareholder value. Such suggestions or positions may be related to one or more of the transactions specified in clauses (a) through (j), below.

The Reporting Persons intend to review OTK’s investment in the Company on a continuing basis and, depending upon the price and availability of the Company’s securities, subsequent developments concerning the Company, the Company’s business and prospects, other investment and business opportunities available to OTK, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of OTK’s investment in the Company or to sell any or all of the securities of the Company that it holds.

Other than as described above, the Reporting Persons do not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Company, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, (e) any material change in the Company’s present capitalization or dividend policy, (f) any other material change in the Company’s business or corporate structure, (g) any changes in the Company’s articles of incorporation or bylaws or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Company’s equity

Page 6 of 14 pages

CUSIP No. 61748W108

securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) Based on information contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, there were 32,169,424 Common Shares outstanding as of May 8, 2008. As of July 25, 2008, OTK beneficially owned 4,500,000 Common Shares, representing 14.0% of the Company’s outstanding Common Shares. OTK is managed by Robert S. Taubman and Michael E. Olshan, with actions taken and made by, or with the written consent of, both of them. As a result the managers of OTK may be deemed to share voting and investment power over the Common Shares beneficially owned by OTK. Each of the managers and OTK expressly disclaims status as a “group” for purposes of this Schedule 13D.

(b) OTK has sole voting and investment power over the 4,500,000 Common Shares reported above as beneficially owned by it. OTK is managed by Robert S. Taubman and Michael E. Olshan, with actions taken and made by, or with the written consent of, both of them. As a result the managers of OTK may be deemed to share voting and investment power over the Common Shares beneficially owned by OTK. Each of the managers and OTK expressly disclaims status as a “group” for purposes of this Schedule 13D.

(c) Except for the change in managers of OTK described above, no transactions in the Common Shares were effected by the Reporting Persons, to the knowledge of the Reporting Persons, during the 60 days prior to July 16, 2008 through July 25, 2008.

(d) Other than the members of OTK, no person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

OTK is governed by a Limited Liability Company Agreement, effective January 22, 2008, as amended effective February 27, 2008, between its members, filed as Exhibit A to the original Schedule 13D dated February 27, 2008 and filed March 4, 2008 and incorporated by reference, as amended effective July 16, 2008, which amendment is filed as Exhibit B to this Amendment No. 1 to Schedule 13D and is incorporated by reference.

Item 7. Material to be Filed as Exhibits

Exhibit A – Limited Liability Company Agreement of OTK Associates, LLC, effective January 22, 2008, as amended effective February 27, 2008, incorporated by

Page 7 of 14 pages

CUSIP No. 61748W108

reference to Exhibit A to OTK’s Schedule 13D dated February 27, 2008 and filed March 4, 2008.

Exhibit B – Second Amendment to Limited Liability Company Agreement of OTK Associates, LLC, effective July 16, 2008.

Exhibit C – Agreement of Joint Filing among the Reporting Persons, dated as of July 25, 2008.

Page 8 of 14 pages

CUSIP No. 61748W108

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.


Dated: July 25, 2008	OTK ASSOCIATES, LLC

	By:	/s/ ROBERT S. TAUBMAN
		Robert S. Taubman
	Its:	Manager

	By:	/s/ MICHAEL E. OLSHAN
		Michael E. Olshan
	Its:	Manager

Dated: July 25, 2008		/s/ ROBERT S. TAUBMAN
		Robert S. Taubman

Dated: July 25, 2008		/s/ MICHAEL E. OLSHAN
		Michael E. Olshan

Page 9 of 14 pages

CUSIP No. 61748W108

EXHIBIT INDEX

Exhibit Number and Description

A.		Limited Liability Company Agreement of OTK Associates, LLC, effective January 22, 2008, as amended effective February 27, 2008, incorporated by reference to Exhibit A to OTK’s Schedule 13D dated February 27, 2008 and filed March 4, 2008.

B.		Second Amendment to Limited Liability Company Agreement of OTK Associates, LLC, effective July 16, 2008.

C.		Agreement of Joint Filing among the Reporting Persons, dated as of July 25, 2008.

Page 10 of 14 pages

EXHIBIT B

SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
OF
OTK ASSOCIATES, LLC,

a Delaware Limited Liability Company

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made and entered into effective as of the 16th day of July, 2008, by and between O FAMILY BAYSHORE LLC, a Delaware limited liability company, with an office at c/o Mall Properties, Inc., 654 Madison Avenue, New York, New York 10065, and T-OTK, LLC, a Delaware limited liability company, with an office at c/o Taubman Asset Group, 200 East Long Lake Road, Suite 180, Bloomfield Hills, Michigan 48304, as the Members of OTK ASSOCIATES, LLC, a Delaware limited liability company (the “Company”), who agree as follows:

Recitals

A. O Family Bayshore LLC and Taubman Investments, LLC, as the initial Members of the Company, entered into a Limited Liability Company Agreement of the Company, effective as of January 22, 2008, which Agreement was amended by a First Amendment to Limited Liability Company Agreement of the Company, effective as of February 27, 2008 (as amended, the “Agreement”).

B. Effective as of July 16, 2008, Taubman Investments, LLC was replaced as a Member of the Company by T-OTK, LLC, a Delaware limited liability company.

C. The undersigned Members now wish to amend the Agreement as set forth in this Amendment.

Amendment

NOW THEREFORE, the Agreement is amended as follows:

1. Section 1.13 of the Agreement is deleted in its entirety and replaced with the following Section 1.13:

“SECTION 1.13. “Managers” shall mean Michael E. Olshan designated by Olshan and Robert S. Taubman designated by Taubman, or their respective successors, as so designated as Managers.”

2. Section 1.27 of the Agreement is renumbered as Section 1.28, and the following inserted as a new Section 1.27:

Page 11 of 14 pages

CUSIP No. 61748W108

“SECTION 1.27. “Taubman” shall mean T-OTK, LLC, a Delaware limited liability company.”

3. The introductory paragraph of Section 6.1(b) of the Agreement is deleted in its entirety and replaced with the following as the introductory paragraph of Section 6.1(b):

“(b) Subject to the terms of this Agreement and to any limitations imposed by this Agreement or the law, including, without limiting the foregoing, the Law, all actions taken and decisions made by the Managers shall be taken and made by, or with the written consent of, at least one Manager designated by Olshan (currently Michael E. Olshan) and at least one Manager designated by Taubman (currently Robert S. Taubman), including but not limited to any action or decision to:”

4. Section 6.2(a) of the Agreement is deleted in its entirety and replaced with the following Section 6.2(a):

“(a) Each of Olshan and Taubman shall appoint one or more persons or entities as its designated Manager(s) by providing written notice of such designation to the Company. Olshan hereby appoints Michael E. Olshan as its designated Manager and Taubman hereby appoints Robert S. Taubman as its designated Manager.”

5. Section 6.2(b) of the Agreement is deleted in its entirety and replaced with the following Section 6.2(b):

“(b) Olshan and Taubman, as the case may be, at any time and from time to time and for any reason or no reason, may remove any person or entity then acting as its designated Manager and may (or, if such removed Manager is then the sole Manager then designated by Olshan or Taubman, as applicable, shall) designate a new Manager by providing written notice to the Company. If a designated Manager shall resign or otherwise fail, decline or cease to serve, whichever of Olshan or Taubman, as the case may be, designated such Manager may (or, if such removed Manager is then the sole Manager then designated by Olshan or Taubman, as applicable, shall) select and designate a replacement Manager by providing written notice to the Company.”

6. Except as specifically set forth in this Amendment, the Agreement is ratified and affirmed.

7. This Amendment may be executed in counterparts, each of which shall be deemed an original, each of which taken together shall constitute one original instrument, and either of the parties, or the persons required to bind a party, may execute a counterpart thereof.

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CUSIP No. 61748W108

IN WITNESS WHEREOF, the parties hereto make and execute this Second Amendment to Limited Liability Company Agreement of OTK Associates, LLC, as of the date first above written.


		O FAMILY BAYSHORE LLC, a Delaware limited liability company

		By:		/s/ ANDREA L. OLSHAN
				ANDREA L. OLSHAN

		By:		/s/ MICHAEL E. OLSHAN
				MICHAEL E. OLSHAN

		Its:		Managers

		T-OTK, LLC, a Delaware limited liability company

		By:		/s/ ROBERT S. TAUBMAN
				ROBERT S. TAUBMAN

		Its:		Manager

Page 13 of 14 pages

EXHIBIT C

AGREEMENT OF JOINT FILING

OTK Associates, LLC, Robert S. Taubman and Michael E. Olshan hereby agree that the Schedule 13D to which this Agreement is attached as an exhibit and any amendment to such Schedule 13D may be filed on behalf of each such person.


Dated: July 25, 2008	OTK ASSOCIATES, LLC

	By:	/s/ ROBERT S. TAUBMAN
		Robert S. Taubman
	Its:	Manager

	By:	/s/ MICHAEL E. OLSHAN
		Michael E. Olshan
	Its:	Manager

Dated: July 25, 2008		/s/ ROBERT S. TAUBMAN
		Robert S. Taubman

Dated: July 25, 2008		/s/ MICHAEL E. OLSHAN
		Michael E. Olshan

Page 14 of 14 pages