SEC FORM 4/A

SEC Form 4

FORM 4

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

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).

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. Date of Earliest Transaction (Month/Day/Year)
01/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/14/2004

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 Following Reported Transaction(s) (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)	Code	V	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	01/12/2004		P		710,967	A	⁽¹⁾	1,098,094	D
Common Stock, $.01 par value per share	01/12/2004		J⁽²⁾		2,392,857	D	⁽³⁾	0.00	I	By Proxy
Common Stock, $.01 par value per share	01/12/2004		P		3,232,141	A	⁽⁴⁾	3,232,141⁽⁵⁾⁽⁶⁾	I	By Watertone Holdings, L.P.
Common Stock, $.01 par value per share								12,272	I	By Trust⁽⁷⁾

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)	Code	V	(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. These shares of common stock of the Issuer (the "Shares") were issued to Mr. Berman in consideration for Mr. Berman's holdings in Monticello Raceway Development Company, LLC pursuant to that certain Amended and Restated Securities Contribution Agreement, dated as of December 12, 2003 (the ''Contribution Agreement''). The aggregate market value of these holdings, based on the market price of the consideration received at closing ($9.10 per share), was $6,469,799.70.

2. These Shares were redeemed by the Issuer pursuant to the provisions of that certain Recapitalization Agreement, dated December 10, 2002, by and among the Issuer, Alpha Monticello, Inc., The Bryanston Group Inc., Stanley Tollman, Beatrice Tollman and Monty Hundley (the "Recapitalization Agreement") for a redemption price of $2.12 per share. Prior to the redemption and pursuant to the Recapitalization Agreement, Mr. Berman held an irrevocable proxy from each of Bryanston Group, Inc. and Beatrice Tollman that provided him with the exclusive right to vote these Shares.

3. Mr. Berman did not receive any consideration as a result of the redemption of these Shares pursuant to the Recapitalization Agreement.

4. These Shares represent a portion of the 4,565,010 Shares issued to Watertone Holdings, L.P. ("Watertone") in consideration for Watertone's holdings in Monticello Casino Management, LLC, Mohawk Management, LLC and Monticello Raceway Management, Inc. pursuant to the Contribution Agreement.

5. These Shares represent Mr. Berman's 46.305% limited partnership interest in Watertone, representing an indirect interest in 2,113,828 of the Shares held by Watertone. Through BKB, LLC, 82% of which is owned by Mr. Berman, Mr. Berman indirectly holds a general partnership interest of .0082% of Watertone, representing an indirect interest in 37,433 of the Shares held by Watertone, and through Avon Road Partners, LP ("Avon"), Mr. Berman indirectly beneficially holds a 23.678% limited partnership interest in Watertone, representing an indirect interest in 1,080,880 of the Shares held by Watertone. Avon is 88% owned by Mr. Berman, 3% by Mr. Berman's wife and 9% by the Berman Family Trust ("BFT") whose beneficiaries are Mr. Berman's children. Mr. Berman's wife and Mr. Berman's brother are co-trustees of BFT and have joint voting and dispositive power with respect to its holdings. Mr. Berman disclaims beneficial ownership of all Shares held by BFT.

6. The aggregate market value of Mr. Berman's beneficial ownership interest in Watertone's holdings (referenced in notes 4 and 5), based on the market price of the consideration received at closing ($9.10 per share), was $29,412,483.

7. These Shares are held directly by BFT. Mr. Berman disclaims beneficial ownership of such Shares.

	/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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