SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BERMAN ROBERT ALAN

(Last)

(First)

(Middle)

C/O MONTICELLO RACEWAY

ROUTE 17B

(Street)

MONTICELLO

12701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMPIRE RESORTS INC [ NYNY ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share	06/02/2004		J⁽¹⁾	3,039,283	A	$0	4,137,377	D
Common Stock, $.01 par value per share	09/29/2004		J⁽²⁾	928,269	D	$0	3,209,108	D
Common Stock, $.01 par value per share	09/29/2004		J⁽³⁾	101,500	A	$0	101,500	I	By Avon Road Partners, LP
Common Stock, $.01 par value per share	09/29/2004		J⁽²⁾	928,269	A	$0	1,029,769	I	By Avon Road Partners, LP
Common Stock, $.01 par value per share	09/29/2004		J⁽⁴⁾	31,833	A	$0	1,061,602	I	By Avon Road Partners, LP
Common Stock, $.01 par value per share	06/02/2004		J⁽⁵⁾	101,500	A	$0	113,772	I	By Trust⁽⁶⁾
Common Stock, $.01 par value per share	09/29/2004		J⁽³⁾	101,500	D	$0	12,272	I	By Trust
Common Stock, $.01 par value per share	06/02/2004		J⁽⁷⁾	3,207,141	D	$0	25,000	I	By Watertone Holdings, L.P.⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 2, 2004, Watertone Holdings, LP (''Watertone'') made a distribution of 4,483,588 shares of common stock of Empire Resorts, Inc. to its partners, including 3,039,283 shares to Robert A. Berman.

2. These shares of common stock were transferred by Robert A. Berman to Avon Road Partners, LP, with respect to which Mr. Berman is its general partner.

3. These shares of common stock were transferred by the Berman Family Trust to Avon Road Partners, LP, with respect to which Robert Berman is its general partner.

4. These shares of common stock were transferred by Debbie N. Berman to Avon Road Partners, LP, with respect to which Robert A. Berman is its general partner.

5. On June 2, 2004, Watertone made a distribution of 4,483,588 shares of common stock of Empire Resorts, Inc. to its partners, including Avon Road Partners, LP, which, in turn, distributed 101,500 of such shares to the Berman Family Trust.

6. These shares are held by the Berman Family Trust. Debbie N. Berman and Philip Berman, the brother of Robert A. Berman, are co-trustees for the Berman Family Trust, and have joint power to vote or to direct the vote and joint power to dispose or to direct the disposition of these shares. Robert A. Berman disclaims beneficial ownership of such shares.

7. On June 2, 2004, Watertone made a distribution of 4,483,588 shares of common stock of Empire Resorts, Inc. to its partners, including 3,207,141 shares that had previously been attributed to Robert A. Berman.

8. Robert A. Berman is the managing member of BKB, LLC, the general partner of Watertone.

Remarks:

	/s/ Berman, Robert A.	02/14/2005
	** 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 4 (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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