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


    DIVISION OF
CORPORATION FINANCE


                                                              October 7, 2019

Ryan Eller
Empire Resorts, Inc.
c/o Monticello Casino and Raceway
204 State Route 17B
Monticello, New York 12701

        Re:     Empire Resorts, Inc.
                PREM14A preliminary merger proxy statement on Schedule 14A
                File No. 001-12522
                Filed on September 24, 2019 by Empire Resorts, Inc.
                Schedule 13E-3
                Filed on September 24, 2019 by Empire Resorts, Inc. et al.
                File No. 005-52151

Dear Mr. Eller,

     We have reviewed the above-captioned filings, and have the following
comments. Some
comments may ask for additional information so that we may better understand
the disclosure.

       Please respond to this letter by amending the filings and/or by
providing the requested
information. After reviewing any amendment to the filings and any information
provided in
response to these comments, we may have additional comments.

       If you do not believe our comments apply to your facts and
circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
Schedule 13E-3
Cover Page

1. Please refer to the following statement: "No Filing Person, including the
Company, is
   responsible for the accuracy of any information supplied by any other Filing
Person." This
   assertion is inconsistent with the required attestation appearing at the
outset of the signature
   pages, and otherwise operates as an implied disclaimer for the entire filing
except for the
   discrete portion of the disclosure specifically provided by each filing
person. Please revise.

Item 2(b)

2. The information disclosed in response to this line item has not been
incorporated by
   reference. To the extent the disclosure has been limited to the Schedule
13E-3, please be
   advised that an obligation exists to disseminate such disclosure under Rule
13e-3(f)(1)(i).
 Ryan Eller
Empire Resorts, Inc.
October 7, 2019
Page 2

   Please confirm that such information will be disseminated together with the
proxy statement,
   or, alternatively, please direct us to the page in the proxy statement where
such disclosure
   which is required by Rule 13e-3(e)(1)(v)  has already been made but
ostensibly not
   incorporated by reference into the Schedule 13E-3.

Item 13

3. Financial information has been incorporated by reference into Item 13 of
Schedule 13E-3
   from the issuer's periodic reports. Under General Instruction F of Schedule
13E-3, an
   express reference must be made to a document that contains the required
information. Under
   Item 16(a)(5) of Schedule 13E-3, the document from which the information has
been so
   incorporated also must be filed as an exhibit. The reference to "a copy" in
General
   Instruction F is only intended to mean the substantive content of
information so incorporated
   as distinguished from the controlling requirement to identify the
information so incorporated
   as an entry on the exhibit list. Accordingly, please revise the exhibit
list, or advise.

Exhibit (a)(1) | Proxy Statement
4. The first page of the proxy statement, as defined in Rule 14a-1(g)  and
distinguished from
   the Notice or any letter to shareholders  must be marked as preliminary.
Given that a
   preliminary proxy statement may be lawfully disseminated under Rule
14a-3(a), please
   revise. Please also include the prophylactic statement regarding the fact
the form of proxy is
   only a preliminary copy on the draft proxy card. See Rule 14a-6(e)(1) of
Regulation 14A.

5. Rule 14a-6(d) and Item 1(b) of Schedule 14A together require that the
approximate date upon
   which the proxy statement will be mailed to shareholders be placed on the
first page of the
   proxy statement as defined under Rule 14a-1(g). At present, an attempt to
include this date
   has been made between the shareholder letter and Notice, both of which
documents are
   outside the scope of the cited definition of proxy statement and otherwise
not identified
   within Rule 14a-101. Please revise the proxy statement, as defined within
Rule 14a-1(g) of
   Regulation 14A, to include this required information.

6. The legend required by Rule 13e-3(e)(1)(iii) is required to appear on the
outside front cover
   page of the disclosure document that must be distributed to unaffiliated
security holders
   under the federal securities laws. As neither the letter to shareholders nor
Notice are required
   disclosures under the federal securities laws, please revise the submission
to ensure that the
   legend appears on the outside front cover page of a federally-mandated
disclosure document.

Recommendation of the [ ] Board of Directors, page 36

7. Please revise to consistently state, if true, that the Board produced the
fairness determination
   on behalf of Empire. Item 8 of Schedule 13E-3 and corresponding Item 1014(a)
of
   Regulation M-A apply to the subject company of the proposed transaction as
distinguished
   from the Board. The term "subject company" is defined in Item 1000(f) of
Regulation M-A.
 Ryan Eller
Empire Resorts, Inc.
October 7, 2019
Page 3

8. Notwithstanding the fact the Board's fairness determination was directed at
Empire's
   "stockholders", please revise to expressly state whether Empire reasonably
believes that the
   proposed transaction is fair or unfair to unaffiliated security holders as
defined at Rule 13e-
   3(a)(4) and as required by Item 8 of Schedule 13E-3 and Item 1014(a) of
Regulation M-A.

9. Please revise to indicate, if true, that a specific going concern value was
not calculated by the
   Special Committee, and thus not considered by the Board, when making its
fairness
   determination. Refer to Instruction 2(iv) of Item 1014 of Regulation M-A and
Questions and
   Answers 20-21 in Exchange Act Release 17719 (April 13, 1981).

10. While the Special Committee considered historical and recent trading ranges
of Empire, its
    consideration of these factors is not tantamount to Empire having
considered the same
    factors. Unless Empire considered these factors independently from the
Special Committee,
    please revise to have Empire expressly adopt the analyses of the Special
Committee that
    considered these factors. Please also revise to indicate, if true, that
specific net book and
    liquidation values were not calculated or considered by Empire when making
its fairness
    determination. Refer to Instruction 2(iv) of Item 1014 of Regulation M-A
and Questions and
    Answers 20-21 in Exchange Act Release 17719 (April 13, 1981). Refer to
General
    Instruction E of Schedule 13E-3. Alternatively, please similarly direct us
to the disclosure
    that indicates Empire adopted the analyses of another person with respect
to these factors.

11. Notwithstanding the existence of disclosure regarding the required vote
needed to approve
    the proposed Rule 13e-3 transaction, as well as the two-tiered voting
structure described in
    the letter to shareholders, please revise to specifically address whether
or not the transaction
    has been structured so that approval of at least a majority of unaffiliated
security holders is
    required. See Item 1014(c) of Regulation M-A and General Instruction E of
Schedule 13E-3
    that requires negative responses to Item 8 of Schedule 13E-3 to be
expressly stated.

12. Notwithstanding the existence of the Special Committee, please disclose, if
true, that an
    unaffiliated representative was not "retained" to act solely on behalf of
unaffiliated security
    holders for purposes of negotiating the transaction, or advise. See Item
1014(d) of
    Regulation M-A and General Instruction E of Schedule 13E-3 that requires
negative
    responses to Item 8 of Schedule 13E-3 to be expressly stated.

Positions of the Parent Filing Group Persons Regarding the Fairness of the
Merger, page 54

13. Please revise the fairness determination to specifically address the
fairness of the proposed
    Rule 13e-3 transaction to unaffiliated security holders. "Public
Stockholders," as defined in
    the proxy statement, is not the equivalent of the term defined in Rule
13e-3(a)(4).

Certain Effects of the Merger, page 64

14. Given that Empire, as a privately-held entity, will be relieved of many of
the expenses,
    burdens and constraints imposed on companies that are subject to the public
reporting
 Ryan Eller
Empire Resorts, Inc.
October 7, 2019
Page 4

   requirements under the federal securities laws of the United States,
including the Exchange
   Act and Sarbanes-Oxley Act of 2002, please revise to quantify the annual
savings that are
   expected to be received and identify the constituency that will become the
beneficiary of
   such savings. See Item 1013(d) of Regulation M-A and corresponding
Instruction 2 thereto.

15. Empire suffered net operating losses in the fiscal years end ended December
31, 2017-2018.
    Please specify the constituency expected to become the beneficiary of
Empire's and/or its
    successor's future use of any net operating loss carryforwards, if any.
Please quantify that
    benefit to the extent practicable. See Instruction 2 to Item 1013(d) of
Regulation M-A.

16. Please itemize the Parent Filing Group's direct and indirect interests in
Empire's net book
    value and net earnings to disclose each individual affiliate's specific
interest before and after
    the transaction, or advise. See Instruction 3 to Item 1013 of Regulation
M-A.

Selected Financial Information, page 142

17. Given that financial statements have been incorporated by reference in
order to fulfill
    Empire's disclosure obligations partly due to the application of Item 13 of
Schedule 13E-3,
    summarized financial information must be included pursuant to Instruction 1
thereto. This
    summarized financial information should have been prepared in accordance
with Item
    1010(c) of Regulation M-A. At present, however, it appears as though not
all of the
    information required by Item 1010(c)(1) has been provided. Please revise or
advise.

Exhibit (c)(2)-(c)(3) | Moelis & Company
18. The introductory legend of both of the cited exhibits explains Moelis'
written consent is
    needed as a prerequisite to the inclusion of its materials. Please include
disclosure in the
    associated proxy statement and/or these exhibits to remove the implication
that security
    holders are precluded from being eligible to rely upon these disclosures by
affirmatively
    stating, if true, that Moelis consents to the inclusion of such materials
in these filings and
    security holders may rely upon such information without limitation.
Alternatively, provide
    the disclosures recommended by the Division of Corporation Finance
accessible via the
    following link as being necessary to clarify security holders' right to
rely on such materials.
    http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm
 Ryan Eller
Empire Resorts, Inc.
October 7, 2019
Page 5


        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        You may contact me at (202) 551-3266 with any questions.

                                                            Sincerely,

                                                            /s/ Nicholas P.
Panos

                                                            Nicholas P. Panos
                                                            Senior Special
Counsel
                                                            Office of Mergers &
Acquisitions

cc: Douglas S. Ellenoff, Esq.
Tamar Donikyan, Esq.
Jeffrey D. Marell, Esq.
Steven Wilner, Esq.
Matthew P. Salerno, Esq.