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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No.7)*

                         MORTON'S RESTAURANT GROUP, INC.
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    619429103
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                General Counsel,
                             Icahn Associates Corp.
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388

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

                                  July 11, 2002
             (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box  / /.

NOTE:  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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
disclosures provided in a prior cover page.

The information required on 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).

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                                  SCHEDULE 13D

Item 1.           Security and Issuer

     This  Amendment  No.7 to Schedule 13D,  which was filed with the Securities
and Exchange  Commission (the "SEC") on May 6, 2002, as amended on May 21, 2002,
June 17,  2002,  June 18, 2002,  July 9, 2002 and July 10, 2002,  relates to the
common shares,  $.01 par value (the  "Shares"),  of Morton's  Restaurant  Group,
Inc.,  a Delaware  corporation  (the  "Issuer").  The  address of the  principal
executive  offices of the Issuer is 3333 New Hyde Park Road,  New Hyde Park, New
York 11042.

Item 4.  Purpose of Transaction

         Item 4 is hereby amended to add:

     On July 11,  2002,  Mr. Icahn  delivered  to  Greenhill & Co., a financial
advisor to the Issuer, a letter attached hereto as Exhibit 1 and
incorporated herein in its entirety.

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

     Except as described  herein,  none of the  Registrants  has any  contracts,
arrangements,  understandings  or  relationships  (legal or otherwise)  with any
person with respect to any  securities of the Issuer,  including but not limited
to the  transfer  or  voting  of any of the  securities,  finder's  fees,  joint
ventures,  loan or option  arrangements,  puts or calls,  guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.


Item 7.  Material to be Filed as Exhibits

1.       Letter to Greenhill & Co. dated July 11, 2002.



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                                    SIGNATURE

     After  reasonable  inquiry  and to the  best  of  each  of the  undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.

Dated: July 11, 2002


BARBERRY CORP.


By:      /s/ Edward E. Mattner
         Name: Edward E. Mattner
         Title: Authorized Signatory


HIGH RIVER LIMITED PARTNERSHIP

By:      BARBERRY CORP.
         General Partner


         By:      /s/ Edward E. Mattner
                  Name: Edward E. Mattner
                  Title: Authorized Signatory



/s/ Carl C. Icahn
CARL C. ICAHN

  [Signature Page of Amendment No. 7 to Schedule 13D with respect to Morton's
                            Restaurant Group, Inc.]

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                                                                     Exhibit 1

                                  CARL C. ICAHN
                          767 FIFTH AVENUE - 47TH FLOOR
                            NEW YORK, NEW YORK 10153




                                                                July 11, 2002


Via Facsimile
Greenhill & Co.
300 Park Avenue
23rd floor
New York, New York 10022
Attention: John Liu

                          Re: Another outrage at Morton's

Gentlemen:

I am writing to you rather than the Board of  Directors of Morton's and its
officers  because,  as you know, the  Confidentiality  Agreement  which Morton's
required  us to enter into in order to allow us to  participate  in the  bidding
process for Morton's  requires us to  communicate  with  Greenhill.  What is the
Morton's Board afraid of?

When  President  Bush spoke on  Tuesday  about the need for a "new ethic of
personal  responsibility"  in America and for restrictions that would apply when
"corporate  leaders . . . violate  public  trust," he must  surely  have had the
Morton's team in mind. In this regard,  let us consider the bidding  process for
Morton's.  Recently,  a bid of $28.25 per share was cavalierly  discarded by the
Morton's  Board.  A mere 12 months later,  the same Morton's team found a bid of
$12.60  acceptable.  What can account for this incredible change of heart? Could
the explanation lie in the identity of the bidder? CASTLE HARLAN, THE SUCCESSFUL
BIDDER,   HAS  DEEP  AND  LONGSTANDING   TIES  TO  MORTON'S  AND  ITS  CORPORATE
FIDUCIARIES.  JOHN CASTLE AND OTHER  CASTLE  HARLAN  CRONIES SIT ON THE MORTON'S
BOARD.  The Morton's  shareholders  must surely be appalled that their corporate
fiduciaries,  who so recently  failed to accept a substantial  bid of $28.25 per
share, could only negotiate a $12.60 per share purchase price from Castle Harlan
which  offered  $12.00 to start the  bidding.  This must be doubly true when the
shareholders observe that, in the face of my bid for the Company,  Castle Harlan
has already shown its willingness to pay at least $16 per share. Good job, guys!
You got them up 60 cents  and I got them up $3.40 and I am still  willing  to go
higher, if you would let me.



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As you know,  on  Tuesday  evening I  submitted  a $17 per share  offer for
Morton's,  topping  the most  recent  $16  Castle  Harlan  offer.  My $17  offer
required, for acceptance by Morton's, that on or before the close of business on
July 10, the Company  amend its "poison  pill" so as to allow my  affiliates  to
negotiate and join with others to acquire Morton's without  triggering the pill.
This was necessary  because  Morton's  current  "poison pill" agreement does not
permit  shareholders  to join  together to make an offer for the  Company,  even
though it would seem obvious  that such  activity is a very good way to obtain a
higher  offer.  As was clearly  stated in my letter,  my $17 offer was in no way
conditional  upon my actually  reaching any agreement  with a third party to act
with me to acquire Morton's,  but only required that I be granted the ability to
do so. All that was  necessary to garner a $17 offer for  Morton's  shareholders
was for the Board to satisfy my simple  request.  Business  closed on July 10th,
and we received neither an indication that Morton's will comply with my request,
nor a request by Morton's for  additional  time to do so. I would think that the
Board would at least  attempt to create the  impression  that it is trying to do
right by its  shareholders and not simply trying to insure that Morton's is sold
to Castle Harlan at the lowest possible price!

Instead,  in  characteristic  fashion,  the Board  has  hidden  behind  its
agreement  with  Castle  Harlan and issued a press  release in which it declared
that taking the action I requested "is  prohibited  by a customary  provision in
its existing  merger  agreement." By a letter  delivered late last night we have
been informed by legal  counsel to the Morton's  Special  Board  Committee  that
Castle  Harlan has refused to waive that  provision and thereby allow a free and
fair auction of the Company to take place.  Stated plainly,  it is the Company's
view that through the merger  agreement  Morton's  has given Castle  Harlan veto
power over the ability of other bidders to combine forces to raise the bid price
and bring more value to shareholders.  It is outrageous that the Board has ceded
this  authority  to Castle  Harlan and it is even more  outrageous  that  Castle
Harlan has exercised it. I would hope that John Castle and his affiliates would,
upon proper and forceful  encouragement from the Special  Committee,  reconsider
this shameful and cowardly  position.  JOHN CASTLE SHOULD NOT USE A PROVISION IN
THE MERGER  AGREEMENT AS A WEAPON  AGAINST  SHAREHOLDERS  TO PREVENT THE HIGHEST
POSSIBLE  PRICE TO BE PAID  FOR THE  COMPANY  SIMPLY  BECAUSE  IT WILL  MAKE HIM
RICHER.  AFTER ALL,  JOHN CASTLE,  AS A BOARD  MEMBER,  HAS A FIDUCIARY  DUTY TO
MORTON'S SHAREHOLDERS.  BUT I GUESS THAT IN TODAY'S ENVIRONMENT FIDUCIARY DUTIES
DON'T MEAN VERY MUCH.

The dismal failings by boards of directors in the United States are now the
stuff of national, and even international discussion.  The recent actions by the
Morton's  Board and its  related  persons,  in their own  small  way,  are sadly
consistent  with what  shareholders  have come to expect  from  their  corporate
fiduciaries.  Hopefully the future  actions of the Morton's  Board and by Castle
Harlan and its affiliates will not compound this disappointing performance.

I remain willing to discuss the matters raised in my letter of July 9, and to
proceed with the





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transaction referred to therein under appropriate circumstances.  However I do
not now intend to withdraw my request that the "poison pill" be appropriately
modified.

                                                              Very truly yours,


                                                              /s/ Carl C. Icahn
                                                              Carl C. Icahn






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