<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997
         
                          Registration Statement No. 333-    

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                               ---------------------        

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -------------------- 

                            ALPHA HOSPITALITY CORPORATION
              (Exact name of Registrant as specified in its charter)


DELAWARE                           7011, 7993                 13-3714474   
----------------       --------------------------    ----------------------
(State or other            (Primary Standard          (IRS Employer
 jurisdiction of        Industrial Classification     Identification No.)
 incorporation or               Code)
 organization)
                                        
                              12 East 49th Street 
                            New York, New York 10017
                                (212) 750-3500      

                              ------------------

               (Address, including zip code and telephone number,
                  including area code, of Registrant's principal
                               executive offices)

                              -------------------
                   
                   Consulting Agreement dated August 26, 1997
                   ------------------------------------------

                           (Full Title of the Plan)
                                       
                                JAMES A. CUTLER
                            Chief Financial Officer
                         ALPHA HOSPITALITY CORPORATION
                              12 East 49th Street
                           New York, New York 10017
                               (212) 750-3500         

                              ----------------------

    (Name, address, including zip code and telephone number, including area
                          code, of agent for service)
                                                                             
                                  Copies To:
 
                            -------------------------

                            JAY M. KAPLOWITZ, ESQ.
             Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP
                             101 East 52nd Street
                           New York, New York 10022
                                (212) 752-9700
                                       
  If any of the securities being registered on this Form are to be offered on
  a delayed or continuous basis pursuant to Rule 415 under the Securities Act
                     of 1933, check the following box /x/





                                       


<PAGE>

                      CALCULATION OF REGISTRATION FEE
                                      

<TABLE>
<CAPTION>

                                          Proposed         Proposed
        Title of                          Maximum          Maximum          Amount of
      Securities To       Amount Being    Offering Price   Aggregate        Registration
      Be Registered       Registered(1)   Per Security(2)  Offering Price   Fee
---------------------    --------------   --------------   --------------   -------------
<S>                      <C>              <C>              <C>              <C>
Common                   36,000           $2.625            $94,500         $100
Stock, par
value $.01 per
share 

</TABLE>


(1) Pursuant to Rule 416, the Registration Statement also relates to
    an indeterminate number of additional shares of Common Stock
    issuable in respect of stock splits, stock dividends and similar
    transactions.

(2) The price is estimated in accordance with Rule 457(h)(i) under
    the Securities Act of 1933, as amended, solely for the purpose of
    calculating the registration fee.  The closing price as reported
    on the Nasdaq Stock Market on October 2, 1997 (within 5 days
    prior to the filing of this Registration Statement).










                                    (ii)



<PAGE>

                              EXPLANATORY NOTE

    This Registration Statement on Form S-8 relates to the registration
of 36,000 shares of Common Stock issued pursuant to a consulting
agreement dated August 26, 1997 by and among the Company and Jay M.
Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and Fredric J.
Gruder (collectively, "Selling Stockholders").  A Prospectus has been
prepared in accordance with the requirements of Form S-3 pursuant to
General Instruction C of Form S-8 with regard to the resale of the
shares of Common Stock by the Selling Stockholders.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    Pursuant to the Note to Part I of the Form S-8, the information
required by Part I is not filed with the Securities and Exchange
Commission.

    The Company will provide without charge to each person to whom a
copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral
or written request of such person, a copy of any document incorporated
in this Registration Statement by reference, except exhibits to such
documents.  Requests for such information should be directed to Alpha
Hospitality Corporation, 12 East 49th Street, New York, New York 10017,
Attention: Corporate Secretary, telephone number (212) 750-3500.






                                   (iii)




<PAGE>

PROSPECTUS
                       ALPHA HOSPITALITY CORPORATION

                             ----------------

                       36,000 SHARES OF COMMON STOCK
                         Par Value, $.01 Per Share

                             ----------------


    This Prospectus relates to offers and sales of 36,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common
Stock"), of Alpha Hospitality Corporation, a Delaware corporation (the
"Company"), by certain selling stockholders (the "Selling
Stockholders").  The Shares have been issued to the Selling Stockholders
pursuant to a consulting agreement dated August 26, 1997 by and among
the Company and the Selling Stockholders.  The Company's Common Stock is
traded over-the-counter through the Nasdaq Stock Market ("NASDAQ") under
the symbol "ALHY" and through the Boston Stock Exchange ("BSE") under
the symbol ("ALH").  The closing sale price of the Company's Common
Stock on October 2, 1997 as quoted on NASDAQ, was $2.625.

    The Shares covered by this Prospectus may be offered and sold from
time to time directly by the Selling Stockholders or through brokers in
the over-the-counter market or otherwise at market prices prevailing at
the time of such sales or in one or more negotiated transactions at
prices acceptable to the Selling Stockholders.  No specified brokers or
dealers have been designated by the Selling Stockholders and no
agreement has been entered into in respect of brokerage commissions or
for the exclusive or coordinated sale of any securities which may be
offered pursuant to this Prospectus.  The net proceeds to the Selling
Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any.  The Company will pay all expenses of
preparing and reproducing this Prospectus.  The Company will not receive
any proceeds from the sale of the Shares.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR
INCORPORATED BY REFERENCE HEREIN AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY BE MADE.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NO ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR THE INFORMATION HEREIN SINCE THE DATE
HEREOF.  SEE "RISK FACTORS."



              -----------------------------------------------
               The date of this Prospectus is October 7, 1997




                                     1


<PAGE>


                             TABLE OF CONTENTS

                                                                  Page
                                                                    
                                                                    
Available Information................................................3

Incorporation of Certain Documents by Reference......................4

The Company..........................................................5

Management..........................................................18

Risk Factors........................................................20

Use of Proceeds.....................................................28

Selling Stockholders................................................29

Plan of Distribution................................................30

Indemnification of Officers and Directors...........................31

Legal Matters ......................................................31

Experts ............................................................31





                                     2


<PAGE>


                           AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. 
Such reports, proxy statements, registration statements and other
information can be examined without charge at the public reference
section maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and, upon payment of the fees prescribed by the
Commission, copies may be obtained therefrom  and at certain of the
Commission's Regional Offices located at 7 World Trade Center, New
York, New York 10048; 5757 Wilshire Boulevard, Los Angeles, California
90024; and 500 West Madison Street, Northeastern Atrium Center, Suite
1400, Chicago, Illinois 60661-2511.

    The Company's Common Stock is quoted on The Nasdaq Stock Market
("NASDAQ").  Reports, proxy statements, information statements, and
other information concerning the Company can be inspected at the
office of the National Association of Securities Dealers, Inc.,
located at 1735 K Street, N.W., Washington, DC  20006.  

    This Prospectus is part of a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") which the Company has filed with the Commission for
the registration of the securities offered by this Prospectus.  This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto.  For
further information with respect to the Company, references is hereby
made to such Registration Statement, exhibits and schedules, which may
be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.




                                     3



<PAGE>

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by Alpha Hospitality Corporation
(the "Company") with the Commission are incorporated herein by
reference:

    (1)  The Company's Registration Statement on Form SB-2, as
         amended (File No. 33-64236).  

    (2)  Annual Report on Form 10-K for the year ended December 31,
         1996.


    (3)  The Company's Registration Statement on Form S-1, declared
         effective by the SEC on August 8, 1996 (File No. 333-3606).

    (4)  Post-Effective Amendment No. 1 to the Company's Registration
         Statement on Form S-1, declared effective by the SEC on
         January 31, 1997 (File No. 333-3606).

    (5)  Quarterly Report on Form 10-Q for the period ended March 31,
         1997.

    (6)  Quarterly Report on Form 10-Q for the periods ended June 30,
         1997.


    In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.  

    Any statement contained in a document incorporated by reference
in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  All information
appearing in this Registration Statement is qualified in its entirety
by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to
the extent set forth in the immediately preceding statement.

    The Company will provide without charge to each person to whom a
copy of a this Prospectus is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
Registration Statement by reference, except exhibits to such
documents.  Requests for such information should be directed to Alpha
Hospitality Corporation, 12 East 49th Street, New York, New York
10017, Attention: Corporate Secretary, telephone number (212)
750-3500.




                                     4



<PAGE>
                                THE COMPANY

    Alpha Hospitality Corporation (the "Company"), through its eight
subsidiaries, is engaged in (i) the ownership and operation of a
gaming vessel, the Bayou Caddy's Jubilee Casino (the "Jubilee
Casino"), located in Greenville, Mississippi, which is operated by the
Company's subsidiary Alpha Gulf Coast, Inc. ("Alpha Gulf"), and (ii)
the pursuit of gaming licenses for additional casinos in various
states (which is accomplished through the Company's subsidiaries Alpha
Missouri, Inc. ("Alpha Missouri"), Alpha Monticello, Inc. ("Alpha
Monticello"), Alpha Rising Sun, Inc. ("Alpha Rising Sun"), Jubilation
Lakeshore, Inc. ("Jubilation Lakeshore") and Alpha St. Regis, Inc.
("Alpha St. Regis")).  From September 1993 through December 1996, the
Company, through its former subsidiary, Alpha Hotel Management
Company, Inc. (Alpha Hotel), provided management services to hotels
and motels owned by third-parties.  Additionally, from December 1995
to July 16, 1996, the Company, through its subsidiary Jubilation
Lakeshore, formerly known as the Cotton Club of Greenville Inc. (the
"Cotton Club"), operated a second gaming vessel, the Jubilation
Casino.

    The Company was incorporated in Delaware on March 19, 1993; Alpha
Gulf was incorporated in Delaware on May 4, 1993; Jubilation Lakeshore
was incorporated in Mississippi on December 8, 1992; Alpha Missouri
was incorporated in Delaware on March 17, 1995; Alpha Monticello was
incorporated in Delaware on May 30, 1996; Alpha Rising Sun was
incorporated in Delaware on August 6, 1993; Alpha St. Regis was
incorporated in Delaware on June 24, 1994; Alpha Entertainment, Inc.
was incorporated in Delaware in March 1997, and Alpha Greenville
Hotel, Inc. was incorporated on February 19, 1997.  The Company's
principal executive offices are located at 12 East 49th Street, New
York, New York, 10017 and its telephone number is 212-750-3500.

Casino Operations

Current Operations

    The Company currently operates the Jubilee Casino in Greenville,
Mississippi.  In addition, from December 1995 through July 16, 1996,
the Company operated a casino located in Lakeshore, Mississippi. 
Although management is satisfied with the results of operation of the
Jubilee Casino, the Jubilation Casino continued to operate at a
deficit.  As a result, in July 1996, management began to implement its
plans to close the Jubilation Casino during August 1996.  On July 16,
1996, operation of the Jubilation Casino was suspended in compliance
with a directive of the Mississippi Gaming Commission (the
"Mississippi Commission') which asserted that the working capital of
the Jubilation Casino was not sufficient.  The Mississippi Commission
required that the Jubilation Casino's working capital be increased. 
This working capital requirement was reviewed by Jubilation Lakeshore
in light of its previously announced plan to close the Jubilation
Casino during August 1996 and the costs which would be incurred to
reopen the Jubilation Casino.  Based on this review, Jubilation
Lakeshore decided not to reopen the Jubilation Casino.  See "The
Jubilation Casino."

The Jubilation Casino

    Upon the October 1995 acquisition of the Cotton Club casino, this
casino was renamed the




                                     5



<PAGE>

Jubilation Casino and relocated from Greenville to Lakeshore,
Mississippi, where it reopened on December 21, 1995.  Management
believed that the smaller Jubilation Casino could adequately service
the existing Lakeshore market with substantially reduced cost of
operations.  However, based upon the Jubilation Casino's limited
capacity, remote location and the increasing casino development in the
Biloxi and Gulfport markets (which have proven more attractive to
casino patrons), the Jubilation Casino was unable to overcome
operating deficits.  As a result, in July 1996 management began to
implement its plans to close the Jubilation Casino during August 1996. 
On July 16, 1996, operation of the Jubilation Casino was suspended in
compliance with a directive of the Mississippi Commission which
asserted that the working capital of the Jubilation Casino was not
sufficient.  The Mississippi Commission required that the Jubilation
Casino's working capital be increased.  This working capital
requirement was reviewed by Jubilation Lakeshore in light of its
previously announced plan to close the Jubilation Casino during August
1996 and the costs which would be incurred to reopen the Jubilation
Casino.  Based on this review, Jubilation Lakeshore decided not to
reopen the Jubilation Casino.

    In connection with the plan to close the Jubilation Casino,
management believes it has taken all appropriate action required by
federal law with respect to providing notice of such closing to its
employees.  In connection with the closing of the Jubilation Casino,
management updated its assessment of the realizability of the
leasehold improvements and related assets of the Jubilation Casino. 
Since this would have resulted in an impairment loss of approximately
$14,507,000 and stockholders' equity below the requirements for
continued listing of the Company's securities on NASDAQ, the Company
accepted proposals by Bryanston and BP to convert approximately
$19,165,000 and $1,222,000, respectively, of debt to 693,905 and
44,258 shares of Series B Preferred Stock.

The Jubilee Casino

    The Jubilee Casino, located in Greenville, Mississippi, is owned
and operated by the Company's wholly-owned subsidiary Alpha Gulf.  On
May 14, 1993, pursuant to an asset purchase agreement among Alpha
Gulf, B.C. of Mississippi, Inc. ("B.C.") (formerly known as Bayou
Caddy, Inc.), and certain shareholders of B.C., the Company acquired
B.C.'s leasehold interests under certain lease agreements and certain
other assets incidental to the development and ownership of the
Jubilee Casino.  The Company proceeded with this acquisition because
it gave the Company the opportunity to enter the casino business in
Lakeshore, Mississippi, the original site of the Jubilee Casino. 
Moreover, B.C. had already initiated the process of obtaining
requisite approvals for casino operation in Lakeshore, thereby
expediting the Company's ability to conduct casino operations in
Mississippi.

    The Company initiated the Jubilee Casino's gaming operations on
January 12, 1994, subsequent to its construction on a marine vessel in
1993, which construction received the requisite approvals from the U.
S . Army Corps of Engineers and the Mississippi Department of Natural
Resources.  Prior to the initiation of the Jubilee Casino's gaming
operations, the Company applied for and received the required license
renewals and approvals from the Mississippi Gaming Commission (the
"Mississippi Commission").  See "Business - Government Regulation -
Licensing Mississippi.




                                     6


<PAGE>


    Following the Cotton Club Acquisition, the Company transferred
the Jubilee Casino from Lakeshore to Greenville.  The Jubilee Casino
reopened in Greenville on November 17, 1995.  The movement of the
Jubilee Casino to Greenville increased the capacity at Greenville and
brought an upscale facility to the Greenville market.  Management
believed that the relocation of the Jubilee Casino to Greenville was
an appropriate action designed to increase the return on the Company's
gaming assets in Mississippi.

    The Jubilee Casino has 844 slot machines and 29 table games.  In
addition to its gaming activities, the Jubilee Casino includes a 175
seat buffet, a 350 seat showroom, a 98 seat restaurant and parking to
accommodate 950 customer vehicles.  In January 1996, the Company
completed renovation of its leased restaurant facility at Greenville
in order to give customers a dining alternative, offering fine dining
in an elegant setting. Management believes that the Jubilee Casino,
which offers an attractive casino environment and significant casino
capacity, will continue to at least capture its fair market share of
the Greenville gaming market.

Future Operations - Alpha Gulf

    In April 1997, Alpha Gulf received approval from the Mississippi
Commission for its infrastructure investment requirement to build and
operate a hotel on property adjacent to its Greenville casino
location.  Alpha Greenville Hotel, Inc., a newly formed, wholly-owned
subsidiary of the Company, entered into a long term lease with the
Board of Mississippi Levee Commissioners to lease property including
historical landmark buildings for the development of a forty-one key
single room and suite hotel.  Management believes that this hotel will
add a new dimension to the Company's casino patron experience and will
be an added amenity to the Company's player development program.  The
total cost of this project is $3.2 million.  Although the permanent
source of financing this project has not been identified at this time,
Alpha Greenville Hotel has received interim financing from Bryanston
Group, Inc. ("Bryanston") to begin construction.

Development Activities

New York

    In March 1994, the Company entered into a joint venture agreement
relating to the operation and development of a gaming facility located
on the reservation of the St. Regis Mohawk Tribe of Hogansburg, New
York (the "Tribe").  The Company does not intend to proceed with the
project at Hogansburg, New York since the Company and the Tribe are
exploring a more suitable arrangement relating to the development of a
casino in Sullivan County, New York, as discussed below.

    On January 19, 1996, the Company, through its subsidiary, Alpha
St. Regis, entered into a memorandum of understanding with Catskill
Development, L. L. C. (" Catskill ") regarding the development and
management of a casino to be built adjacent to the Monticello Raceway
in Sullivan County, New York.  This memorandum of understanding was
assigned to Alpha Monticello.  The development and management of this
casino will be undertaken by Mohawk Management  L.L.C., a company of
which the Company's subsidiary Alpha Monticello owns 50%.  Alpha
Monticello will be responsible for the day-to-day operations of the
casino.  It is


                                     7


<PAGE>

intended that the casino will be owned by the Tribe and will be
located on land to be placed in trust for the benefit of the Tribe. 
The Monticello Raceway is located 90 miles from New York City.

    The casino project is subject to approval by the U.S. Department
of the Interior and its Bureau of Indian Affairs, the National Indian
Gaming Commission and the Governor of the State of New York.  It is
contemplated that the Company will be required to contribute an amount
preliminarily estimated at $250,000 toward the design, architectural
and other costs of developing plans for the casino.  Under the
memorandum of understanding, Catskill and the Company commit to enter
into a definitive agreement on the terms established in the
memorandum.  Bryanston is a 25 % member of Catskill.

    Catskill purchased the 225 acre Monticello Raceway in June 1996. 
Catskill plans to continue Monticello's racing program and to explore
other development at the site in addition to the St. Regis Mohawk
Casino.

    On August 2, 1996, Mohawk Management L. L. C. executed an
agreement with the Tribe for the management of the proposed casino. 
The Tribe has submitted the agreement to the National Indian Gaming
Commission for its approval.

    There can be no assurance that the project will receive all
requisite approvals.

Missouri

    In February 1995, the City of Louisiana, Missouri, designated the
Company as the exclusive designee to enter into negotiations with the
city to develop a riverboat gaming facility at the city's Mississippi
River shoreline.  The City of Louisiana is currently competing with
other cities in Missouri for the next gaming license to be granted in
the state.  In the event that the state gaming authorities select
Louisiana, Missouri as the locality to receive the next gaming license
to be granted, the Company, as the city's exclusive designee, would be
the recipient of such license.  Consequently, Alpha Missouri entered
into a lease agreement with the City of Louisiana relating to certain
city-owned riverfront property required for the project.  Except for
certain preliminary payments to the city, the Company's obligation
under the lease are conditioned on the grant of a gaming license by
the Missouri gaming authorities.

    Alpha Missouri has applications pending for site approval and a
gaming license with respect to the development of a riverboat gaming
facility in Louisiana, Missouri.  Although existing law in Missouri
does not restrict the number of licenses the Missouri Gaming
Commission may issue, the Commission has effectively placed a
moratorium on any new licenses in the Louisiana market.  The Company
believes that such restriction will remain in place until a market
assessment of the existing approved license can be made.

    The City of Louisiana is located approximately 60 miles north of
metropolitan St. Louis and 70 miles from Springfield, Illinois, that
state's capital.

    The Company anticipates that it will provide a gaming vessel with
a capacity of approximately 750 gaming positions.  The project cost is
presently expected to be approximately 


                                     8


<PAGE>

$30 million.

Marketing

    The Company concentrates its sales, marketing and promotional
activities for the Jubilee Casino in its principal target market
within a 50 mile radius of the casino.  The target markets are reached
through a combination of billboards, radio, television, newspaper
advertising, and direct mail.  Also, casino brochures are placed in
tourist information areas, local and regional hotels, restaurants and
bars.

    The Company has developed an in-house mailing list in excess of
130,000 casino customers.  These customers are made up of table game
players and "Slot Club" members.  Table game customers are identified
through the casino's marketing representatives and their play is
monitored to evaluate whether the customer warrants complimentary
services provided by the casino.  The award of complimentary services
is consistent with standard industry practices and is based upon a
customer's duration of play and average amount wagered.  The "Slot
Club" is an operation which allows the casino's computerized tracking
system to identify customers, amount of play and other pertinent
characteristics.  The "Slot Club" is an ongoing promotion where
members are issued cards and accumulate points based on the amount of
their play.  Such points are redeemable for food, beverages or
merchandise.  Tournaments for blackjack, craps and poker are held,
along with other special events and promotions.

    The Company seeks to maintain and upgrade its gaming vessel so
that it is competitive in the industry, With the closing of the
Jubilation Casino the Company has discontinued its marketing
activities relating to the Jubilation Casino.  See "Business - Current
Operations."

Competition

    There are currently 19 casinos located on the Mississippi River. 
In the Greenville market, the Company's Jubilee Casino competes with
the Las Vegas Casino and the Lighthouse Point Casino, which opened in
November 1996.  The opening of the Lighthouse Point Casino resulted in
a decrease in the gaming revenues of the Jubilee Casino which is
expected to be corrected as the marketing programs of the new
Lighthouse Point Casino help to increase the total Greenville market. 
Since the opening of the new casino, the Jubilee Casino's fair share
of the market, based on the number of player positions in the market,
has improved.  The Company believes that the Jubilee Casino is
well-positioned to compete successfully with the two other casinos in
the Greenville market.  Approximately 60 miles south of Jubilee Casino
is Vicksburg.  Vicksburg has four casinos: the Isle of Capri, Harrahs
Vicksburg, Ameristar, and Rainbow Casino.  Approximately 110 miles
south of Jubilee Casino is Natchez with the Lady Luck Natchez Casino. 
Approximately 90 miles north of the Jubilee Casino is Coahoma County
with the Lady Luck Coahonia Casino.  Tunica County is approximately
180 miles north of the Jubilee Casino and has ten casinos - Harrahs (2
casinos), Sams Town, Fitzgeralds, Sheraton, Hollywood Casino, Circus
Circus, Horseshoe Casino, Grand Casino and Ballys.  Since casinos
within a 60 or 180 mile radius of the Jubilee Casino are not
considered by the Company to be within its competitive market, the
Company does not deem the casinos in Vicksburg, Coahoma County, or
Tunica County to be among its competitors.



                                     9



<PAGE>

    The Company has remained competitive in the markets affecting the
Jubilee Casino by keeping its gaming vessel well-maintained and by
offering superior accommodations, entertainment programs and special
events.  In addition, the Company's advertising and marketing efforts
have focused on maintaining the Company's presence in its market.

    Although the Jubilee Casino has remained competitive, the
Jubilation Casino, located on the Mississippi Gulf Coast, was unable
to compete satisfactory with the major casino developments in the
Biloxi and Gulfport markets.  This resulted in management's decision
to close the Jubilation Casino during August 1996.  See "Casino
Operations - Current Operations - The Jubilation Casino."

Seasonal Fluctuations

    The results of the casinos' operations have been seasonal, with
the greatest activity occurring during the fair weather months of May
through September.  Consequently, the Company's operating results
during the calendar quarters ending in December and March are not as
profitable as those quarters ending in June and September, and losses
result from time to time.  The seasonal nature of the casinos'
operations increases the risk that natural disasters or the loss of
the casinos for any other reason during the May through September
period would have a material adverse effect on the Company's financial
condition and results of operations.

Government Regulation

General

    The Company's ownership and operation of its properties are
subject to regulation by federal, state and local governmental and
regulatory authorities, including regulation relating to environmental
protection.  While the Company has not been the subject of any
complaints or other formal or informal proceedings alleging any
violations of government regulations, no assurance can be given that
the Company is, or in the future will be, able to comply with, or
continue to comply with current or future governmental regulations in
every jurisdiction in which it conducts or will conduct its business
operations without substantial cost or interruption of its operations,
or that any present or future federal, state or local regulations may
not restrict the Company's present and possible future activities.  In
the event that the Company is unable to comply with any such
requirements, the Company could be subject to sanctions, which could
have a materially adverse effect upon the Company's business.  See
"Business - Government Regulation - General," and 'Business - Casino
Operations - Current Operations."

Licensing

    The gaming industry is highly regulated by each of the states in
which gaming is legal.  The regulations vary on a state by state
basis, but generally require the operator, each owner of a substantial
interest (usually 5 % or more) in the operator, members of the Board
of Directors, each officer and all key personnel found suitable, and
be approved, by the applicable governing body.  The failure of any
present, or future, person required to be approved to be, and remain
qualified to hold a license could result in the loss of license.




                                     10



<PAGE>

Mississippi

General

    The ownership and operation of casino facilities in Mississippi
are subject to extensive state and local regulation, primarily the
licensing and regulatory control of the Mississippi Commission and the
Mississippi State Tax Commission (collectively, the "Mississippi
Authorities').

    The laws, regulations and supervisory procedures of Mississippi
and the Mississippi Commission seek to (i) prevent unsavory or
unsuitable persons from having any direct or indirect involvement with
gaming at any time or in any capacity; (ii) establish and maintain
responsible accounting practices and procedures; (iii) maintain
effective control over the financial practices of licensees, including
establishing minimum procedures for internal fiscal affairs and
safeguarding of assets and revenues, providing reliable record keeping
and making periodic reports to the Mississippi Authorities; (iv)
prevent cheating and fraudulent practices; (v) provide a source of
state and local revenues through taxation and licensing fees; and (vi)
ensure that gaming licensees, to the extent practicable, employ
Mississippi residents.  The regulations are subject to amendment and
to extensive interpretation by the Mississippi Commission in view of
their recent adoption.  Changes in Mississippi law or regulations may
limit or otherwise materially affect the types of gaming that may be
conducted and could have an adverse effect on the Company and the
Company's Mississippi gaming operations.

    The Mississippi Act provides for legalized dockside gaming at the
discretion of the 14 counties that either border the Mississippi Gulf
Coast or the Mississippi River, but only if the voters in such
counties have not voted to prohibit gaming in that county. The law
permits unlimited stakes gaming on permanently moored vessels on a
24-hour basis and does not restrict the percentage of space that may
be utilized for gaming.  There are no limitations on the number of
gaming licenses that may be issued in Mississippi.

Registration and Licensing

    The Company, a registered publicly-traded holding company under
the Mississippi Act, is required periodically to submit detailed
financial and operating reports to the Mississippi Authorities and to
furnish any other information that the Mississippi Authorities may
require.  The Company and any subsidiary of the Company that operates
a casino in Mississippi (a "Gaming Subsidiary'), is subject to the
licensing and regulatory control of the Mississippi Commission.  If
the Company is unable to continue to satisfy the registration
requirements of the Mississippi Act, the Company and its Gaming
Subsidiaries cannot own or operate gaming facilities in Mississippi. 
Each Gaming Subsidiary must obtain gaming licenses from the
Mississippi Commission to operate casinos in Mississippi.  A gaming
license is issued by the Mississippi Commission subject to certain
conditions, including continued compliance with all applicable state
laws and regulations and physical inspection of casinos prior to
opening.

    Gaming licenses are not transferable, are initially issued for a
two-year period and are subject to periodic renewal.  No person may
receive any percentage of profits from a gaming subsidiary of a
holding company without first obtaining licenses and approvals from
the Mississippi Commission.


                                     11

<PAGE>

Licensing of Officers, Directors and Employees

    Officers, directors and certain key employees of the Company and its 
gaming subsidiaries must be found suitable or be licensed by the Mississippi 
Commission, and employees associated with gaming must obtain work permits 
that are subject to immediate suspension under certain circumstances.  In 
addition, any person having a material relationship or involvement with the 
Company may be required to be found suitable or be licensed, in which case 
those persons must pay the costs and fees associated with such investigation. 
 The Mississippi Commission may deny an application for a license for any 
cause that it deems reasonable.  Changes in licensed positions must be 
reported to the Mississippi Commission.  In addition to its authority to deny 
an application for a license, the Mississippi Commission has jurisdiction to 
disapprove a change in corporate officers.  The Mississippi Commission has 
the power to require any gaming subsidiary and the Company to suspend or 
dismiss officers, directors and other key employees or sever relationships 
with other persons who refuse to file appropriate applications or whom the 
authorities find unsuitable to act in such capacities.

Investigation of Holders of Securities and Others

    Mississippi law requires any person who acquires beneficial ownership of 
more than 5 % of the Common Stock to report the acquisition to the 
Mississippi Commission, and such person may be required to be found suitable. 
 Also, any person who becomes a beneficial owner of more than 10% of the 
Common Stock, as reported in filings under the Exchange Act, must apply for a 
finding of suitability by the Mississippi Commission and must pay the costs 
and fees that the Mississippi Commission incurs in conducting the 
investigation.  The Mississippi Commission has generally exercised its 
discretion to require a finding of suitability of any beneficial owner of 
more than 5 % of a company's stock.  If a stockholder who must be found 
suitable is a corporation, partnership or trust, it must submit detailed 
business and financial information, including a list of beneficial owners.  
Representatives of the Mississippi Commission have indicated that 
institutional investors may only be required to file summary information in 
lieu of a suitability finding.

    Any person who fails or refuses to apply for a finding of suitability or 
a license within 30 days after being ordered to do so by the Mississippi 
Commission may be found unsuitable.  Any person found unsuitable and who 
holds, directly or indirectly, any beneficial ownership of the securities of 
the Company beyond such time as the Mississippi Commission prescribes, may be 
guilty of a misdemeanor. The Company is subject to disciplinary action if, 
after receiving notice that a person is unsuitable to be a stockholder or to 
have any other relationship with the Company or its gaming subsidiaries, the 
Company: (i) pays the unsuitable person any dividend or other distribution 
upon the voting securities of the Company; (ii) recognizes the exercise, 
directly or indirectly, of any voting rights conferred by securities held by 
the unsuitable person; (iii) pays the unsuitable person any remuneration in 
any form for services rendered or otherwise, except in certain limited and 
specific circumstances; or (iv) fails to pursue all lawful efforts to require 
the unsuitable person to divest himself of the securities, including, if 
necessary, the immediate  purchase of the securities for cash at a fair 
market value.

    The Company may be required to disclose to the Mississippi Commission 
upon request the identities of the holders of any debt securities.  In 
addition, the Mississippi Commission under the Mississippi Act may, in its 
discretion, (i) require disclosure of holders of debt securities of 

                                     12

<PAGE>

corporations registered with the Mississippi Commission, (ii) investigate 
such holders, and (iii) require such holders to be found suitable to own such 
debt securities.  Although the Mississippi Commission generally does not 
require the individual holders of obligations such as notes to be 
investigated and found suitable, the Mississippi Commission retains the 
discretion to do so for any reason, including but not limited to a default, 
or where the holder of the debt instrument exercises a material influence 
over the gaming operations of the entity in question.  Any holder of debt 
securities required to apply for a finding of suitability must pay all 
investigative fees and costs of the Mississippi Commission in connection with 
such an investigation.

Required Records

    The Company must maintain a current stock ledger in Mississippi that the 
Mississippi Commission may examine at any time.  If any securities of the 
Company are held in trust by an agent or by a nominee, the record holder may 
be required to disclose the identity of the beneficial owner to the 
Mississippi Commission.  A failure to make such disclosure may be grounds for 
finding the record holder unsuitable- The Company must also render maximum 
assistance in determining the identity of the beneficial owner.

    The Mississippi Act requires that the certificates representing 
securities of a publicly-traded corporation (as defined in the Mississippi 
Act) bear a legend to the general effect that such securities are subject to 
the Mississippi Act and the regulations of the Mississippi Commission.  The 
Mississippi Commission has the power to impose additional restrictions on the 
holders of the Company's securities at any time.

Approval of Corporate Matters and Foreign Gaming Operations

    Substantially all loans, leases, sales of securities and similar 
financing transactions by a gaming subsidiary must be reported to or approved 
by the Mississippi Commission.  Changes in control of the Company through 
merger, consolidation, acquisition of assets, management or consulting 
agreements or any form of takeover cannot occur without the prior approval of 
the Mississippi Commission.

    The Mississippi legislature has declared that some corporate acquisitions 
opposed by management, repurchases of voting securities and other takeover 
defense tactics that affect corporate gaming licensees in Mississippi and 
corporations whose stock is publicly-traded that are affiliated with those 
licensees, may be injurious to stable and productive corporate gaming.  The 
Mississippi Commission has established a regulatory scheme to ameliorate the 
potentially adverse effects of these business practices upon Mississippi's 
gaming industry and to further Mississippi's policy to: (i) assure the 
financial stability of corporate gaming operators and their affiliates; (ii) 
preserve the beneficial aspects of conducting business in the corporate form; 
and (iii) promote a neutral environment for the orderly governance of 
corporate affairs. Approvals are, in some circumstances, required from the 
Mississippi Commission before the Company may make exceptional repurchases of 
voting securities above the current market price of its Common Stock 
(commonly called "greenmail') or before a corporate acquisition opposed by 
management may be consummated.  Mississippi's gaming regulations will also 
require prior approval by the Mississippi Commission if the Company adopts a 
plan of recapitalization proposed by its Board of Directors opposing a tender 
offer made directly to the stockholders for the purpose of acquiring 

                                     13

<PAGE>

control of the Company.

    Neither the Company nor any subsidiary may engage in gaming activities in 
Mississippi while also conducting gaming operations outside of Mississippi 
without approval of the Mississippi Commission. The Mississippi Commission 
may require determinations that, among other things, there are means for the 
Mississippi Authorities to have access to information concerning the 
out-of-state gaming operations of the Company and its affiliates.

Sanctions

    If the Mississippi Commission were to decide that a gaming subsidiary had 
violated a gaming law or regulation, the Mississippi Commission could limit, 
condition, suspend or revoke the license of the gaming subsidiary.  In 
addition, the gaming subsidiary, the Company and the persons involved could 
be subject to substantial fines for each separate violation.  Because of such 
violation, the Mississippi Commission could appoint a supervisor to operate 
the casino facilities, and, under certain circumstances, earnings generated 
during the supervisor's appointment (except the reasonable rental value of 
the casino facilities) could be forfeited to the State of Mississippi.  
Limitations, conditioning or suspension of any gaming license or the 
appointment of a supervisor could (and revocation of any gaming license 
would) materially adversely affect the Company's and the gaming subsidiary's 
gaming operations.

    On July 16, 1996, operation of the Jubilation Casino was suspended in 
compliance with a directive of the Mississippi Commission which raised 
certain issues with regard to the operation of the Jubilation Casino and 
asserted that the working capital available to the Jubilation Casino was not 
sufficient.  The Mississippi Commission required that the Jubilation Casino's 
working capital be increased. This working capital requirement was reviewed 
by Jubilation Lakeshore in light of its previously announced plan to close 
the Jubilation Casino during August 1996 and the costs which would be 
incurred to reopen the Jubilation Casino.  Based on this review, Jubilation 
Lakeshore decided not to reopen the Jubilation Casino.  The Company does not 
believe that the issues raised by the Mississippi Commission regarding the 
operation of the Jubilation Casino will adversely affect the license to 
operate the Jubilee Casino since the Jubilee Casino is operating in 
compliance with applicable regulations, including regulations relating to 
issues raised by the Mississippi Commission regarding the operation of the 
Jubilation Casino.  There can be no assurance, however, that the issues 
raised by the Mississippi Commission will not adversely affect the license, 
or the renewal of the license, to operate the Jubilee Casino, or any future 
licenses for which applications may be submitted in Mississippi.

Fees and Taxes

    License fees and taxes, computed in various ways depending on the type of 
gaming involved, are payable to the State of Mississippi and to the counties 
and cities in which a gaming subsidiary's operations will be conducted.  
Depending upon the particular fee or tax involved, these fees and taxes are 
payable either monthly, quarterly or annually and are based upon (i) a 
percentage of the gross gaming revenues received by the casino operation, 
(ii) the number of slot machines operated by the casino or (iii) the number 
of tables games operated by the casino.  The license fee payable to the State 
of Mississippi based upon "gaming receipts" (generally defined as gross 
receipts less payouts to customers as winnings) and equals 4 % of gaming 
receipts of $50,000 or less per

                                     14

<PAGE>

month, 6% of gaming receipts over $50,000 and less than $134,000 per month, 
and 8% of gaming receipts over $134,000.  The foregoing license fees are 
allowed as a credit against the Company's Mississippi income tax liability 
for the year paid.

Missouri and New York

    Missouri law and the Federal Indian Gaming Law (as it relates to the 
Company's proposed operation in New York), each provide for a comprehensive, 
detailed scheme for the control of gaming operations in the state and the 
issuance of licenses for gaming, both to gaming facilities and to persons 
involved in certain gaming related activities.  With respect to the Company's 
compact with the Tribe relating to the proposed casino to be built in 
Sullivan County, New York, the State of New York has provided for regulation 
of Indian gaming casinos through the New York State Racing and Wagering 
Board. Each of the supervising governmental agencies is authorized to 
promulgate rules and regulations applicable to the administration of gaming 
related laws.

    In connection with its proposed operations in Missouri, the Company has 
commenced the application and approval process with the Missouri Gaming 
Commission.  The Company does not anticipate receiving a final determination 
with respect to its license application within the next twelve months.  In 
connection with its proposed operations in New York, the required 
documentation has been filed with the National Indian Gaming Commission.

Hotel Operations

    As of December 31, 1996, to reduce the Company's debts to Bryanston, the 
Company sold 100% of the stock of its subsidiary, Alpha Hotel Management 
Company, Inc., to Bryanston Group, Inc. for consideration of $3,000,000.

Employees

    In connection with its casino operations, as of June 30, 1997, the 
Company employed approximately 571 employees, of which 510 are full-time 
employees.  Management considers its employment relations to be satisfactory. 
 In connection with the closing of the Jubilation Casino and pursuant to the 
Workers Adjustment and Retraining Notification Act, the Company provided the 
320 employees of the Jubilation Casino with notice of its plans to close the 
Jubilation Casino within 60 days of the anticipated closing date, as required 
under the act.  Therefore, management believes it has taken all appropriate 
action required by federal law with respect to providing notice of the 
closing of the Jubilation Casino to the employees of the Jubilation Casino.

Properties

    The Company maintains its executive office at leased premises located at 
12 East 49th Street, New York, New York, 10017.  This lease expires December 
31, 2001.

                                     15

<PAGE>

Casino Operations

<TABLE>
<CAPTION>

Location               Principle Use             Approximate Area      Owned/Leased            Expires
--------               -------------             ----------------      ------------            -------
<S>                    <C>                       <C>                   <C>                     <C>

Hancock County         Sign location,               3 acres              Leased                April 30, 2003
 Waveland, MS          warehousing and                                                         with option to
                       parking                                                                 purchase

Hancock County         Accounting office            1 acre               Leased                June 30, 1998
 Waveland, MS                                                                                  with option to
                                                                                               extend 3 five
                                                                                               year terms and
                                                                                               right of first
                                                                                               refusal to purchase

Washington             Customer parking             2.0 acres            Owned                 --
 County
 Greenville, MS


Washington             Mooring site of              1,000                Leased                December 29, 1997
 County                casino vessel                waterfront feet                            with option to
 Greenville, MS                                                                                extend 3 five
                                                                                               year terms

Washington             Accounting offices           10,000 square        Leased                December 1, 1998
 County                and warehouse                feet                                       with option to
Greenville, MS                                                                                 extend two years
</TABLE>

    The Company considers its property to be suitable and adequate for its 
present needs.

Legal Proceedings

    In January 1996, the Company was named as a defendant in an action 
brought in the Circuit Court of Hinds County, Mississippi (Amos vs Alpha Gulf 
Coast, Inc.; Batiste vs Alpha Gulf Coast, Inc.; Decree vs Alpha Gulf Coast, 
Inc.; Johnston vs Alpha Gulf Coast, Inc.; Raine vs Alpha Gulf Coast, Inc.). 
Based on the theory of "liquor liability' for the service of alcohol to a 
customer, Plaintiffs alleged that on January 16, 1995, a vehicle operated by 
Mr. Amos collided with a vehicle negligently operated by Mr. Raine, an 
individual that was served alcoholic beverages by the Company.  Plaintiffs 
alleged that they suffered personal injuries and seek compensatory damages 
aggregating $17.1 million and punitive damages aggregating $37.5 million.  
The ultimate outcome of this litigation cannot presently be determined as 
this case is presently in the early phases of 

                                     16

<PAGE>

discovery.  Accordingly, no provision for liability to the Company that may 
result upon adjudication has been made in the accompanying consolidated 
financial statements.  The Company believes that the risk referred to in this 
paragraph is adequately covered by insurance.

    In September 1996, the Company and Alpha Gulf were named as defendants in 
an action brought in the Circuit Court of Hancock County, Mississippi 
(Durward Dunn, Inc. vs.  Alpha Hospitality Corporation; Durward Dunn, Inc. 
vs.  Alpha Gulf Coast, Inc.) for alleged failure to make payments pursuant to 
a construction contract. Plaintiff seeks actual and compensatory damages of 
approximately $1,200,000.  The consolidated financial statements include a 
provision for the liability of $928,000 for this contract at December 31, 
1996. The ultimate outcome of this litigation cannot presently be determined 
as this case is presently in the early phases of discovery. Accordingly, no 
provision for liability to the Company, except as mentioned above, that may 
result upon adjudication has been made in the accompanying consolidated 
financial statements.

    In December 1996, the Company, Jubilation Lakeshore and Alpha Gulf were 
named as defendants in an action brought in the United States District Court 
for the Southern District of New York (Bally Gaming, Inc. v. Alpha 
Hospitality Corp., Jubilation Lakeshore, Inc. and Alpha Gulf Coast, Inc.) for 
allegedly engaging in conduct which would impair the collateral held as 
security for certain financial obligations.  Such conduct includes the 
failure to pay certain monetary obligations unrelated to the obligations 
secured by the collateral.  Plaintiffs seek specific performance of 
particular actions defendants believe are necessary to protect the collateral 
that secures the financial obligations, unspecified damages and attorney's 
fees, among other things.  The Company believes the action is without merit 
and plans to move to dismiss this action.

                                     17

<PAGE>

                                 MANAGEMENT

Directors and Executive Officers  

    The Directors and Executive Officers of the Company are as follows:

    Name                     Age            Position
    ----                     ---            --------

    Stanley S. Tollman       65        Chairman of the Board and
                                       Co-Chief Executive Officer

    Sanford Freedman         60        Vice President, Secretary and
                                       Director

    Thomas W. Aro            53        Vice President and Director

    James A. Cutler          45        Treasurer and Chief Financial 
                                       Officer

    Brett G. Tollman         34        Vice President

    Patricia Cohen           43        Director

    Matthew B. Walker        46        Director

    
    Directors are elected to serve until the next annual meeting of 
stockholders and until their successors have been elected and have qualified. 
Directors do not receive remuneration for their services as such, but may be 
reimbursed for expenses incurred in connection therewith, such as the cost of 
travel to Board meetings. Officers serve at the pleasure of the Board of 
Directors until their successors have been elected and have qualified. 
Officers and directors serve subject to a finding of suitability by the 
Mississippi Commission. 
 
    STANLEY S. TOLLMAN has served as Chairman of the Board of Directors and 
Co-Chief Executive Officer of the Company since its formation.  He has been 
Chairman of the Tollman-Hundley Hotel Group since 1979 and serves as Chairman 
of Bryanston Group, Inc., a hotel management company, and of Trafalgar Tours 
International, a tour operator.  He has also served as Chairman of the Board 
of Directors of Buckhead America Corporation (a Georgia corporation).

    SANFORD FREEDMAN served as a Director, Vice President and Secretary of 
the Company from its formation until October 29, 1993 and was re-elected to 
those positions on February 1, 1994.  He has served as Executive Vice 
President of the Tollman-Hundley Hotel Group since 1983, and serves as a 
Director, Executive Vice President and Secretary of Bryanston Group, Inc.

    THOMAS W. ARO has served as a Director of the Company since February 1, 
1994 and a Vice President of the Company since its formation.  Mr. Aro also 
serves as Chairman of the Board of Directors and Chief Executive Officer of 
the Company's subsidiary Alpha Gulf Coast, 

                                     18

<PAGE>

Inc.  He has served as Executive Vice President of the Tollman-Hundley Hotel 
Group since 1982, and Executive Vice President of the Bryanston Group, Inc.

    BRETT G. TOLLMAN served as a Vice President of the Company from its 
formation until October 29, 1993 and was re-elected to that position and was 
elected a Director of the Company on February 1, 1994.  Mr. Tollman also 
serves as President of the Company's subsidiary, Alpha Hotel Management 
Company, Inc.  He has served as Executive Vice President of the 
Tollman-Hundley Hotel Group since 1984 and is Executive Vice President of 
Bryanston Group, Inc.  He is also a Director of HMG Worldwide Corporation, a 
publicly held corporation. Mr. Tollman is the son of Stanley S. Tollman, the 
Chairman and Co-Chief Executive Officer of the Company.

    PATRICIA COHEN was elected a Director of the Company on February 1, 1994. 
 She is a principal of Westfield and has been engaged for more than the past 
five years as a private investor.

    MATTHEW B. WALKER has served as a Director of the Company since December 
1995.  He is an independent businessman involved in international business 
ventures including the Brazilian based Walker Marine Oil Supply Business, 
which he has been a consultant to since 1988.  Mr. Walker co-founded the 
Splash Casino in Tunica, Mississippi in February 1993, where he remained 
employed until October 1995.  In February 1994, he co-founded the Cotton Club 
Casino in Greenville, Mississippi, where he remained employed and a 
shareholder of until October 1995.  In addition, since 1972, Mr. Walker has 
been involved in numerous real estate transactions in the capacity of 
consultant, and has managed E.B. Walker & Son Lumber Company, a family-owned 
lumber business based in Alabama, since such time. 

    JAMES A. CUTLER has served as Treasurer and Chief Financial Officer of 
the Company since its formation.  He also served as Secretary of the Company 
from October 29, 1993 to February 1, 1994. He is Senior Vice President and 
Treasurer of the Tollman-Hundley Hotel Group since 1984 and serves Executive 
Vice President and Chief Financial Officer of Bryanston Group, Inc.

                                     19

<PAGE>

                               RISK FACTORS 

    An investment in the securities offered hereby are highly speculative.  
Each prospective investor should carefully consider the following risk 
factors, as well as all other information set forth elsewhere in this 
Prospectus.

1.  History of Losses; Explanatory Paragraph in Independent Auditor's Report.

    Since its inception, the Company has suffered significant losses from 
operations.  The Company had net losses of approximately $22,815,000 in the 
fiscal year ended December 31, 1996,  $17,993,000 in the fiscal year ended 
December 31, 1995, and $9,901,000 in the fiscal year ended December 31, 1994. 
 As of December 31, 1996 the Company had an accumulated deficit of 
approximately $55,414,000.  As a result of the material uncertainties 
relating to the Company's ability to continue as a going concern and fund its 
operation, the Company's independent auditors have included an explanatory 
paragraph in their report on the Company's consolidated financial statements 
addressing such uncertainties.

2.  Closing of the Jubilation Casino; Possible Inability to Meet Obligations 
    to Creditors.

    On July 16, 1996, operation of the Jubilation Casino was suspended in 
compliance with a directive of the Mississippi Commission which raised 
certain issues with regard to the operation of the Jubilation Casino and 
asserted that the working capital available to the Jubilation Casino was not 
sufficient.  On July 17, 1996, representatives of Jubilation Lakeshore met 
with the Mississippi Commission.  As a result of that meeting, the 
non-working capital issues raised by the Mississippi Commission had been 
resolved to the Mississippi Commission's satisfaction.  However, the 
Mississippi Commission required that the Jubilation Casinos working capital 
be increased.  The working capital requirement was reviewed by Jubilation 
Lakeshore in light of its previously announced plan to close the Jubilation 
Casino during August 1996 and the costs which would be incurred to reopen the 
Jubilation Casino.  Based on this review, Jubilation Lakeshore decided not to 
reopen the Jubilation Casino.  The Company has had preliminary discussions 
with secured creditors of the Jubilation with regard to the liquidation of 
its secured obligations. There can be no assurance that the Jubilation is 
able to repay its obligations to its creditors.  In the event that the 
Jubilation is unable to repay its obligations to its creditors, the 
Jubilation may file a voluntary petition under the Bankruptcy Code, or 
creditors may initiate proceedings against the Jubilation thereby forcing the 
Jubilation into bankruptcy.  In either event, creditors may assert claims 
against the Company seeking satisfaction of the Jubilation's debts.  While 
the Company is not liable for the Jubilation's debts, there can be no 
assurance that creditors of the Jubilation will not assert claims against the 
Company, or that the Company will be able to successfully defend against any 
such claims.  See "Business -- Casino Operations -- The Jubilation Casino."

3.  Government Regulation.

General

    The Company's ownership and operation of its properties are subject to 
regulation by federal, state and local governmental and regulatory 
authorities, including regulation relating to 

                                     20

<PAGE>

environmental protection.  While the Company has not been the subject of any 
complaints or other formal or informal proceedings alleging any violations of 
government regulations, no assurance can be given that the Company is, or in 
the future will be, able to comply with, or continue to comply with current 
or future governmental regulations in every jurisdiction in which it conducts 
or will conduct its business operations without substantial cost or 
interruption of its operations, or that any present or future federal, state 
or local regulations may not restrict the Company's present and possible 
future activities.  In the event that the Company is unable to comply with 
any such requirements, the Company could be subject to sanctions, which could 
have a materially adverse effect upon the Company's business.  See "Business 
-- Government Regulation -- General," and "Business --Casino Operations -- 
Current Operations."

Licensing: Loss of Gaming License

    The gaming industry is highly regulated by each of the states in which 
gaming is legal.  The regulations vary on a state by state basis, but 
generally require the operator, each owner of a substantial interest (usually 
5% or more) in the operator, members of the Board of Directors, each officer 
and all key personnel found suitable, and be approved, by the applicable 
governing body.
    
    The failure of any present, or future, person required to be approved to 
be, and remain qualified to hold a license could result in the loss of 
license.  In almost all instances, the governing body has broad discretion in 
granting, renewing and revoking licenses.  The loss or suspension of any 
license would have a material adverse effect on the Company.  The requirement 
that the governmental body approve substantial shareholders, directors, 
officers and key personnel could discourage, delay or prevent a change in 
control of the Company.

    The operations of the Jubilee Casino and the Jubilation Casino are 
regulated by the Mississippi Commission.  In October 1995, the Company's 
original licenses to operate the Jubilee Casino and the Jubilation Casino 
were renewed until December 1997.  Each Mississippi gaming license has a term 
of two years and is subject to renewal.  In July 1996, the Company began to 
implement its plans to close the Jubilation Casino during August 1996.  On 
July 16, 1996, operation of the Jubilation Casino was suspended in compliance 
with a directive of the Mississippi Commission which raised certain issues 
with regard to the operation of the Jubilation Casino and asserted that the 
working capital available to the Jubilation Casino was not sufficient.  On 
July 17, 1996, representatives of Jubilation Lakeshore met with the 
Mississippi Commission.  As a result of that meeting, the non-working capital 
issues raised by the Mississippi Commission have been resolved to the 
Mississippi Commission's satisfaction.  However, the Mississippi Commission 
required that the Jubilation Casino's working capital be increased.  This 
working capital requirement was reviewed by Jubilation Lakeshore in light of 
its previously announced plan to close the Jubilation Casino during August 
1996 and the costs which would be incurred to reopen the Jubilation Casino.  
Based on the review, Jubilation Lakeshore decided not to reopen the 
Jubilation Casino.  The Company's license to operate the Jubilation Casino 
was withdrawn.  The Company does not believe that the issues raised by the 
Mississippi Commission regarding the operation of the Jubilation Casino will 
adversely affect the license to operate the Jubilee Casino since the Jubilee 
Casino is operating in compliance with applicable regulations, including 
regulations relating to issues raised by the Mississippi Commission regarding 
the operation of the Jubilation Casino.  There can be no assurance, however, 
that the issues raised by the Mississippi Commission will not adversely 
affect the license, or the renewal of the license, to operate the

                                   21

<PAGE>

Jubilee Casino, or any future licenses for which applications maybe submitted 
in Mississippi or elsewhere.  In the event the Mississippi Commission were to 
revoke or fail to renew the Company's license to operate the Jubilee Casino, 
the Company's operations and financial condition would be materially 
adversely affected.

    The Company recently withdrew its application in Colorado since the 
Company does not intend to proceed with the acquisition for which such 
license was required.

    The Company applied for a gaming license in Missouri in the early part of 
1995.  At present the Company cannot predict when a final determination will 
be made regarding its license application in Missouri since the Missouri 
gaming authority (the "Missouri Commission") makes such determination at its 
discretion and is not required to do so within a fixed period of time.  
However, based upon discussions with the Missouri Commission, the Company 
does not anticipate receiving a final determination with respect to its 
license application within the next six months.  The failure of the license 
to be granted could have a material adverse effect on the Company's expansion 
plans.  See "Business -- Casino Operations -- Development Activities."

4.  Defaults in Outstanding Indebtedness; Loan Covenants and Security 
    Interest.

    The Company has incurred substantial indebtedness in connection with its 
operations and the acquisition of its casino properties; a substantial 
portion of this indebtedness in presently held by Bryantston, an affiliate of 
the Company.  Substantially all of the Company's assets utilized in 
connection with its casino operations are pledged as security for these 
loans.  The various loan documents contain covenants and restrictions which 
may limit or interfere with, the operation of the Company's business.

    At June 30, 1997, the Company was in default of non-payment for (i) its 
mortgage notes payable aggregating approximately $11,456,000 for non-payment, 
(ii) the equipment notes relating to the Jubilation Casino aggregating 
approximately $8,269,000  for the breach of several loan covenants, and (iii) 
a loan payable to Bryanston of approximately $1,876,000 for non-payment.  The 
Company received a waiver of the defaults of the loan payable and the 
$7,800,000 mortgage note payable to Bryanston through December 31, 1997.

    In the event of a violation by the Company of any of the loan covenants, 
or upon the occurrence of any other events of default set forth in the loan 
documents, the lenders could exercise rights of foreclosure under the 
agreements, which would have a materially adverse effect on the Company's 
financial condition.

    While no default or acceleration has been declared by any of the lenders, 
no assurance can be given that a default will not be declared in the future.  
Declaration of a default would allow the lender whose indebtedness was in 
default to foreclose on any collateral for the loan and have a material 
adverse effect on the Company's business and operations.

5.  Intense Industry Competition; Mississippi Gaming Operations

    The Company believes that its major market area is approximately 150 
miles around the Jubilee Casino, based upon analysis of customer records 
completed by marketing and operational 

                                     22

<PAGE>

employees at the site.  Within the market area of the Jubilee Casino there 
are presently 7 other casinos in operation and one additional casino in the 
planning stage.  The Company is unaware of any progress on the planning of 
this additional casino.  Two of the existing casinos are immediately adjacent 
to the Company's casino. Substantially all of these competitors have 
significantly greater financial, and other, resources than the Company and 
more experience in the gaming industry.  It is likely that the intense 
competition in the Company's market area may limit the profitability of its 
operations, or even render them unprofitable.

    In addition, the Company experienced declining revenues during the year 
ended December 31, 1995 with respect to the operation of the Jubilation 
Casino.  In management's opinion, this decline was due to the remote location 
of the Jubilation Casino and the increasing casino development in the Biloxi 
and Gulfport markets, which have proven more attractive to casino patrons.  
Due to the current level of competition and the anticipated increase in the 
competition around the Jubilation Casino, in July 1996, management began to 
implement its plans to close the Jubilation Casino during August 1996.  
Thereafter, on July 16, 1996 the Jubilation Casino was closed at the 
direction of the Mississippi Commission.  In view of the condition required 
to reopen and the earlier decision to close the Jubilation Casino, the 
Company determined not to reopen the Jubilation Casino.  See"Business 
--Casino Operations."

6.  Possible Insufficiency of Liability Insurance.

    The Company maintains and intends to continue to maintain general 
liability insurance in amounts which management believes will be sufficient 
to cover casualty risks associated with the operation of its business, 
including fire property damage, personal injury, liquor liability, etc.  At 
present, the Company is a defendant in one proceeding based upon the theory 
of "liquor liability" for the service of alcohol to a customer.  The Company 
believes that its exposure in this proceeding is adequately covered by the 
levels of insurance currently maintained.  There can be no assurance, 
however, that such insurance will be adequate to cover unanticipated 
liabilities.  See "Business -- Legal Proceedings."

7.  Taxation of Gaming Operations.

    The Company believes that the prospect of significant additional revenue 
through taxation is one of the primary reasons why jurisdictions legalize 
gaming.  As a result, gaming operators are typically subject to significant 
taxes and fees in addition to normal federal and state corporate income 
taxes, and such taxes and fees are subject to increase at any time.  Any 
material increase in these taxes or fees would adversely affect the results 
of operations of the Company.  Presently, the Company pays approximately 12% 
of gaming revenues in taxes and fees in Mississippi.

8.  Seasonal Fluctuations.
    
    The results of the casinos' operations have been seasonal, with the 
greatest activity occurring during the months of May through September.  
Consequently, the Company's operating results during the calendar quarters 
ending in December and March are not as profitable as those quarters ending 
in June and September, and losses result from time to time.  The seasonal 
nature of the casinos' operations increases the risk that natural disasters 
or the loss of the casinos for any other reason during the May through 
September period would have a material adverse effect on 

                                     23

<PAGE>

the Company's financial condition and results of operations.

9.  Conflicts of Interest.

    Mrs. Beatrice Tollman, the spouse of Mr. Stanley S. Tollman, the Chairman 
of the Board, President and Chief Executive Officer of the Company, is one of 
the principal owners of Bryanston.  Certain conflicts of interest may arise 
with regard to the negotiation of agreements and business opportunities 
between the Company and Bryanston.  Furthermore, Stanley S. Tollman is one of 
the principal owners of the Tollman-Hundley Hotel Group (the "T-H Hotel 
Group"), the constituent companies of which own or manage hotel properties 
containing an aggregate of 5,593 rooms and which may be in direct competition 
with hotels that receive Management Services from the Company.  While Stanley 
S. Tollman and the T-H Hotel Group have entered into agreements with the 
Company pursuant to which each has agreed that any opportunity to provide 
Management Services to hotel properties owned by third-parties will be 
offered first to the Company for a period of five years commencing September 
1, 1993 and the Company has established a policy that any agreements between 
the Company and Bryanston or the T-H Hotel Group must be approved by a 
majority of disinterested members of the Company's Board of Directors, there 
can be no assurance that conflicts of interest will not arise among such 
parties and the Company.

10. Dependence upon Key Personnel; Absence of Full-Time Management.

    The success of the Company is largely dependent upon the personal efforts 
of Mr. Stanley S. Tollman, its President and Chief Executive Officer.  The 
Company does not maintain and does not intend to obtain a key employee life 
insurance policy on the life of Mr. Stanley S. Tollman.  Although Mr. Stanley 
S. Tollman is only required to devote approximately 20% of his business time 
to the operations of the Company, the loss of the services of Mr. Stanley S. 
Tollman would have a material adverse effect on the prospects of the Company. 
 In addition, although the casino operations are managed by full-time 
personnel, the Company and its hotel management operations are managed by 
individuals who also work for Bryanston."  See "Management" and "Certain 
Transactions -- Bryanston."

11. No Assurance of Public Market for Securities.

    Although the Company's Common Stock is quoted on NASDAQ and listed on the 
Boston Stock Exchange, there can be no assurance that the Company will be 
able to maintain such quotation or listing, or that, if maintained, a 
significant public market will be sustained. For continued listing on NASDAQ, 
a company, among other things, must have at least $2,000,000 in net tangible  
assets, and the listed security must have a minimum bid price of $1.00 per 
share.  The Boston Stock Exchange's  maintenance criteria require the Company 
to have total assets of at least $1,000,000 and total stockholders' equity of 
at least $500,000.  At June 30, 1997 (unaudited), the Company had 
stockholders' equity of approximately $1,005,000 and assets of $41,002,000.  
The Company has continued to operate at a loss through the date of this 
Prospectus.

    In the event the Common Stock were delisted from NASDAQ, trading, if any, 
would be conducted on the Boston Stock Exchange and in the over-the-counter 
market on the NASD's electronic bulletin board, in what are commonly referred 
to as the "pink sheets."  As a result, an investor may find it more difficult 
to dispose of, or to obtain accurate quotations as to the price 

                                     24

<PAGE>

of, the Company's securities.  In addition, the Common Stock would be subject 
to Rules 15g1-15g6 promulgated under the Securities Exchange Act of 1934 (the 
"Exchange Act") that impose additional sales practice requirements on 
broker-dealers who sell such securities to persons other than established 
customers and accredited investors (generally, a person with assets in excess 
of $1,000,000 or annual income exceeding $200,000 or $300,000 together with 
his or her spouse).  For transactions covered by these rules, the 
broker-dealer must make a special suitability determination for the purchaser 
and have received the purchaser's written consent to the transaction prior to 
sale. Consequently, these rules may affect the ability of broker-dealers to 
sell the Company's securities and may affect the ability of purchasers in the 
Offering to sell their securities in the secondary market.

    The Commission has also adopted regulations that define a "penny stock" 
to be any equity security that has a market price (as defined) of less than 
$5.00 per share or an exercise price of less than $5.00 per share, subject to 
certain exception.  For any transaction involving a penny stock, unless 
exempt, the regulations require the delivery, prior to the transaction, of a 
disclosure schedule prepared by the Commission relating to the penny stock 
market.  The broker-dealer must also disclose the commissions payable to both 
the broker-dealer and the registered representative, current quotations for 
the securities and, if the broker-dealer is the sole market-maker, the 
broker-dealer must disclose this fact and the broker-dealer's presumed 
control over the market.  Finally, monthly statements must be sent disclosing 
recent price information for the penny stock held in the account and 
information on the limited market in penny stocks.

    While many NASDAQ-listed securities are covered by the definition of 
penny stock, transactions in a NASDAQ-listed security are exempt from all but 
the sole market-maker provision for (i) issuers who have $2,000,000 in 
tangible assets ($5,000,000 if the issuer has not been in continuous 
operation for three years), (ii) transactions in which the customer is an 
institutional accredited investor, or (iii) transactions that are not 
recommended by the broker-dealer.  In addition, transactions in a NASDAQ 
security directly with a NASDAQ market-maker for such security are subject 
only to the sole market-maker disclosure, and the disclosure with respect to 
commissions to be paid to the broker-dealer and the registered representative.

    Finally, all NASDAQ securities would be exempt from the recently-adopted 
regulations regarding penny stocks if NASDAQ raised its requirements for 
continued listing so that any issuer with less than $2,000,000 in net 
tangible assets or stockholders' equity would be subject to delisting.  These 
criteria are more stringent than the current NASDAQ maintenance requirements.

12. Shares Eligible for Future Sale May Adversely Affect the Market.

    The Company has 25,000,000 shares of Common Stock authorized, of which 
14,049,000 are issued and outstanding.  In addition, 409,000 shares may be 
issued upon the exercise of outstanding and currently exercisable options.

    Of the 14,049,000 shares of Common Stock currently issued and 
outstanding, 4,654,443 shares of Common Stock are "restricted securities," as 
that term is defined under Rule 144 promulgated under the Securities Act, in 
that such shares were issued and sold by the Company in transactions not 
involving a public offering and are, as of November 5, 1995, eligible for 
sale under Rule 144.  In general, under Rule 144 as currently in effect, 
subject to the satisfaction of 

                                     25

<PAGE>

certain other conditions, a person, including an affiliate of the Company, 
after at least two years have elapsed from the sale by the Company or any 
affiliate of the restricted securities, can (along with any person with whom 
such individual is required to aggregate sales) sell, within any three-month 
period, a number of shares of restricted securities that does not exceed the 
greater of 1% of the total number of outstanding shares of the same class, 
or, if the Common Stock is quoted on NASDAQ or a national securities 
exchange, the average weekly trading volume during the four calendar weeks 
preceding the sale.  A person who has not been an affiliate of the Company 
for at least three months, after at least three years have elapsed from the 
sale by the Company or an affiliate of the restricted securities, is entitled 
to sell such restricted shares under Rule 144 without regard to any of the 
limitations described above.  The 4,654,443 shares are eligible for sale 
pursuant to Rule 144 by affiliates of the Company who are restricted as to 
the number of securities they can sell during any three-month period.  
Possible or actual sales of such Common Stock by stockholders of the Company 
under Rule 144 may have a depressive effect upon the price of the Common 
Stock, and could also render difficult the sales of Common Stock by 
investors.  See "Description of Securities."

13. Possible Adverse Effect of Issuance of Preferred Stock.

    The Company's Certificate of Incorporation authorizes the issuance of 
1,000,000 shares, par value $.01 per share, of "blank check" preferred stock 
(the "Preferred Stock") with such designations, rights and preferences as 
maybe determined from time to time by the Board of Directors.  The Company 
has outstanding 738,163 shares of Series B Preferred Stock which is 
convertible into Common Stock and still has 261,837 shares of Preferred Stock 
available for issuance. Accordingly, the Board of Directors is empowered, 
without stockholder approval, to issue the remaining Preferred Stock, or any 
Preferred Stock which becomes authorized but unissued after conversion into 
Common Stock, with dividend, liquidation, conversion, voting or other rights 
that could adversely affect the voting power or other rights of the holders 
of the Common Stock. The Preferred Stock could be utilized under certain 
circumstances, as a method of discouraging, delaying or preventing a change 
in control of the Company.  There can be no assurance that additional shares 
of Preferred Stock of the Company will not be issued at some time in the 
future.

14. Other Possible Adverse Effects of Preferred Stock

    The Company has 738,163 shares of Series B Preferred Stock outstanding.  
These shares were issued to Bryanston and BP Group, Ltd. ("BP"), a 
corporation wholly-owned by Ms. Patricia Cohen, a director of the Company  in 
connection with the conversion of indebtedness owed by the Company to them.  
Each share of outstanding Series B Preferred Stock (i) entitles the holder to 
one vote; (ii) has a liquidation value of $29 per share; (iii) has a cash 
dividend rate of 10% of liquidation value, payable quarterly, which increases 
to 13% of liquidation value if the cash dividend is not paid within 30 days 
of the end of each fiscal year and in such event is payable in Common Stock 
valued at the then market price, and (iv) is convertible into eight shares of 
Common Stock.  There are presently three debt instruments which prohibit the 
payment of cash dividends.  Therefore, the Company, until payment in full of 
such indebtedness, will be required to pay a 13% Series B Preferred Stock 
dividend in Common Stock.

    The conversion of Series B Preferred Stock into Common Stock and/or the 
issuance of 

                                     26

<PAGE>

Common Stock in payment of the Series B Preferred Stock dividend, may dilute 
the value of the outstanding shares of Common Stock, may adversely affect the 
Company's ability to obtain equity capital, and, if such Common Stock was 
sold in the public market, when permitted by law, may adversely affect the 
market price of the Common Stock.

                                     27

<PAGE>

                              USE OF PROCEEDS

    The Company will not receive any proceeds from the Selling Stockholders' 
sale of shares of Common Stock.

                                     28

<PAGE>

                            SELLING STOCKHOLDERS

    The Selling Stockholders acquired the Shares in connection with the 
Consulting Agreement.
  
    The following table sets forth (a) the name of the Selling Stockholder, 
(b) the number of shares of Common Stock beneficially owned by each of the 
Selling Stockholders as of October 2, 1997; (c) the number of Shares being 
offered by each Selling Stockholder, and (d) the number of Shares of Common 
Stock outstanding to be beneficially owned by each Selling Stockholder 
following this Offering, assuming the sale pursuant to this Offering or 
otherwise of all of the Shares that are the subject of the Registration 
Statement of which this Prospectus forms a part.  There can be no assurance, 
however, that the Selling Stockholders will sell any or all of the Shares 
offered hereunder.


  Selling         Beneficial         Shares          Shares Owned
Stockholders      Ownership      Offered Hereby     After Offering
------------      ----------     --------------     --------------

Jay Kaplowtiz      21,000           21,000               0
Wesley Fredericks   6,000            6,000               0
Arthur Marcus       6,000            6,000               0
Fredric Gruder      3,000            3,000               0




                                     29

<PAGE>

                            PLAN OF DISTRIBUTION

    The Shares offered hereby are being sold by the Selling Stockholders each 
acting as a principal for its own account.  The distribution of the Shares by 
the Selling Stockholders may be effected from time to time in ordinary 
brokerage transactions in the over-the-counter market at market prices 
prevailing at the time of sale or in one or more negotiated transactions at 
prices acceptable to the Selling Stockholders.  The brokers or dealers 
through or to whom the Shares may be sold may be deemed underwriters of the 
Shares within the meaning of the Securities Act, in which event all brokerage 
commissions or discounts and other compensation received by such brokers or 
dealers may be deemed to be underwriting compensation.  The Company will bear 
all expenses of the offering, except that the Selling Stockholders will pay 
any applicable brokerage fees or commissions and transfer taxes.  In order to 
comply with the securities laws of certain states, if applicable, the Shares 
will be sold only through registered or licensed brokers or dealers.  In 
addition, in certain states, the Shares may not be sold unless they have been 
registered or qualified for sale in such state or an exemption from such 
registration or qualification requirement is available and is complied with.

                                     30

<PAGE>

                 INDEMNIFICATION OF OFFICERS AND DIRECTORS

    The Delaware General Corporation Law permits Delaware corporations to 
eliminate or limit the personal liability of a director to the corporation 
for monetary damages arising from certain breaches of fiduciary duties as a 
director.  The Company's Certificate of Incorporation includes such a 
provision eliminating the personal liability of directors to the Company and 
its stockholders for monetary damages for breach of fiduciary duty as a 
director, except (i) any breach of a director's duty of loyalty to the 
Company or its stockholders; (ii) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law; (iii) for 
any transaction from which the director derived an improper personal benefit; 
or (iv) for unlawful payments of dividneds or unlawful stock repurchases or 
redemptions as provided in Section 174 of the Delaware General Corporation 
Law.  Directors are also not insulated from liability for claims arising 
under the federal securities laws.  The foregoing provisions of the Company's 
Certificate of Incorporation may reduce the likelihood of derivative 
litigation against directors for breaches of their fiduciary duties, even 
though such an action, if successful, might otherwise have benefitted the 
Company and its stockholders.

    The Company's Certificate of Incorporation also provides that the Company 
shall indemnify its directors, officers and agents to the fullest extent 
permitted by the Delaware General Corporation Law.  The Company does not have 
directors' and officers' liability insurance but may secure such insurance in 
the future.  Furthermore, the Company may enter into indemnity agreements 
with its directors and officers for the indemnification of and advancing of 
expenses to such persons to the fullest extent permitted by law.

                               LEGAL MATTERS

    Certain legal matters, including the legality of the issuance of the 
Shares being offered hereby are being passed upon for the Company by Gersten, 
Savage, Kaplowitz, Fredericks & Curtin, LLP, 101 East 52nd Street, New York, 
New York 10022, special counsel to the Company.  The Selling Stockholders are 
each members of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP. 

                                  EXPERTS        

    The financial statements included in this Prospectus have been audited by 
Rothstein, Kass & Company, P.C., independent certified public accountants, 
Roseland, New Jersey, to the extent and for the periods set forth in their 
reports appearing elsewhere herein, and are included in reliance upon such 
report given upon the authority of said firm as experts in auditing and 
accounting.

                                     31

<PAGE>

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

    The following documents filed by Alpha Hospitality Corporation (the 
"Company") with the Commission are incorporated herein by reference:

    (1)  The Company's Registration Statement on Form SB-2, as amended (File 
         No. 33-64236).  

    (2)  Annual Report on Form 10-K for the year ended December 31, 1996.

    (3)  The Company's Registration Statement on Form S-1, declared effective 
         by the SEC on August 8, 1996 (File No. 333-3606).

    (4)  Post-Effective Amendment No. 1 to the Company's Registration Statement
         on Form S-1, declared effective by the SEC on January 31, 1997 (File 
         No. 333-3606).

    (5)  Quarterly Report on Form 10-Q for the period ended March 31, 1997.

    (6)  Quarterly Report on Form 10-Q for the periods ended June 30, 1997.

    In addition to the foregoing, all documents subsequently filed by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment 
indicating that all of the securities offered hereunder have been sold or 
deregistering all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be part 
hereof from the date of filing of such documents.  

    Any statement contained in a document incorporated by reference in this 
Registration Statement shall be deemed to be modified or superseded for 
purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document that is also 
incorporated by reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  
All information appearing in this Registration Statement is qualified in its 
entirety by the information and financial statements (including notes 
thereto) appearing in the documents incorporated herein by reference, except 
to the extent set forth in the immediately preceding statement.

    The Company will provide without charge to each person to whom a copy of 
a Section 10(a) Prospectus hereunder is delivered, upon the oral or written 
request of such person, a copy of any document incorporated in this 
Registration Statement by reference, except exhibits to such documents.  
Requests for such information should be directed to Alpha Hospitality 
Corporation, 

                                    II-1

<PAGE>

12 East 49th Street, New York, New York 10017, Attention: Corporate 
Secretary, telephone number (212) 750-3500.

Item 4.  Description of Securities

    The Common Stock of the Company is registered under Section 12 of the 
Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel

    Certain legal matters, including the legality of the issuance of the 
shares of Common Stock, are being passed upon for the Company by Gersten, 
Savage, Kaplowitz, Fredericks & Curtin, LLP, 101 East 52nd Street, New York, 
New York 10022, special counsel to the Company.  

    The financial statements included in this Prospectus have been audited by 
Rothstein, Kass & Company, P.C., independent certified public accountants, 
Roseland, New Jersey, to the extent and for the periods set forth in their 
reports appearing elsewhere herein, and are included in reliance upon such 
report given upon the authority of said firm as experts in auditing and 
accounting.

Item 6.  Indemnification of Directors and Officers

    Article Sixth of the Company's Certificate of Incorporation contains the 
following provision with respect to indemnification of directors and 
officers:  

    A.   A Director of the Corporation shall not be personally liable to the 
    Corporation or its stockholders for monetary damages for breach of 
    fiduciary duty as a director, except for liability (i) for any breach of 
    the directors' duty of loyalty to the Corporation or its stockholders, 
    (ii) for acts or omissions not in good faith or which involve intentional 
    misconduct or a knowing violation of law, (iii) under Section 174 of the 
    GCL (General Corporation Law of the State of Delaware), or (iv) for any 
    transaction from which the director derived an improper personal benefit. 
     If the GCL is amended to authorize corporate action further eliminating 
    or limiting the personal liability of directors, then the liability of a 
    director of the Corporation shall be eliminated or limited to the fullest 
    extent permitted by the GCL, as so amended.  Any repeal or modification 
    of this Paragraph A by the stockholders of the Corporation shall not 
    adversely affect any right or protection of a director of the Corporation 
    with respect to events occurring prior to the time of such repeal or 
    modification.

    B.   (1) Each person who was or is made a party or is threatened to be 
    made a party to or is involved in any action, suit, or proceeding, 
    whether civil, criminal, administrative or investigative (hereinafter a 
    "proceeding"), by reason of the fact that he or she or a person of whom 
    he or she is the legal representative is or was a director, officer, 
    employee or agent of the Corporation or is or was serving at the request 
    of the Corporation, as a director, officer or employee or agent of 
    another corporation or of a partnership, joint venture, trust or other 
    enterprise, including service with respect to employee benefit plans, 
    whether the basis of such proceeding is alleged action in an official 
    capacity as a director, 

                                    II-2

<PAGE>

    officer, employee or agent or in any capacity while serving as a 
    director, officer, employee or agent, shall be indemnified and held 
    harmless by the Corporation to the fullest extent authorized by the GCL 
    as the same exists or may hereafter be amended (but, in the case of any 
    such amendment, only to the extent that such amendment permits the 
    Corporation to provide broader indemnification rights than said law 
    permitted the Corporation to provide prior to such amendment), against 
    all expense, liability and loss (including attorneys' fees, judgments, 
    fines, ERISA excise taxes or penalties and amounts paid or to be paid in 
    settlement) reasonably incurred or suffered by such person in connection 
    therewith and such indemnification shall continue as to a person who has 
    ceased to be a director, officer, employee or agent and shall inure to 
    the benefit of his or her heirs, executors and administrators; provided, 
    however, that except as provided in paragraph (2) of this paragraph B 
    with respect to proceedings seeking to enforce rights to indemnification, 
    the Corporation shall indemnify any such person seeking indemnification 
    in connection with a proceeding (or part thereof) initiated by such 
    person only if such proceeding (or part thereof) was authorized by the 
    Board of Directors of the Corporation.  The right to indemnification 
    conferred in this Paragraph B shall be a contract right and shall include 
    the right to be paid by the Corporation the expenses incurred in 
    defending any such proceeding in advance of its final disposition; 
    provided, however, that if the GCL requires, the payment of such expenses 
    incurred by a director or officer in his or her capacity as a director or 
    officer (and not in any other capacity) in which service was or is 
    rendered by such person while a director or officer, including, without 
    limitation, service to an employee benefit plan in advance of the final 
    disposition of a proceeding, shall be made only upon delivery to the 
    Corporation of an undertaking by or on behalf of such director or officer 
    to repay all amounts so advanced if it shall ultimately be determined 
    that such director or officer is not entitled to be indemnified under 
    this Paragraph B or otherwise.

              (2)  If a claim under paragraph (1) of this Paragraph B is not 
    paid in full by the Corporation within thirty days after a written claim 
    has been received by the Corporation, the claimant may at any time 
    thereafter bring suit against the Corporation to recover the unpaid 
    amount of the claim and, if successful in whole or in part, the claimant 
    shall be entitled to be paid also the expense of prosecuting such claim.  
    It shall be a defense to any such action (other than an action brought to 
    enforce a claim for expenses incurred in defending any proceeding in 
    advance of its final disposition where the required undertaking, if any 
    is required, has been tendered to the Corporation) that the claimant has 
    not met the standards of conduct which make it permissible under the GCL 
    for the Corporation to indemnify the claimant for the amount claimed but 
    the burden of proving such defense shall be on the Corporation.  Neither 
    the failure of the Corporation (including its Board of Directors, 
    independent legal counsel or stockholders) to have made a determination 
    prior to the commencement of such action that indemnification of the 
    claimant is proper in the circumstances because he or she has met the 
    applicable standard of conduct set forth in the GCL, nor an actual 
    determination by the Corporation (including its Board of Directors, 
    independent legal counsel or stockholders) that the claimant has not met 
    such applicable standard of conduct, shall be a defense to the action or 
    create a presumption that the claimant has not met the applicable 
    standard of conduct.

              (3)  The right to indemnification and the payment of expenses 
    in defending any proceeding in advance of its final disposition conferred 
    in this Paragraph B 

                                    II-3

<PAGE>

    shall not be exclusive of any other right which any person may have or 
    hereafter acquire under any statute, provision of the certificate of 
    incorporation, By-Laws, agreement, vote of stockholders or disinterested 
    directors or otherwise.

              (4)  The Corporation may maintain insurance, at its expense, to 
    protect itself and any director, officer, employee or agent of the 
    Corporation or another corporation, partnership, joint venture, trust or 
    other enterprise against any expense, liability or loss, whether or not 
    the Corporation would have the power to indemnify such person against 
    such expense, liability or loss under the GCL.

              (5)  The Corporation may, to the extent authorized from time to 
    time by the Board of Directors, grant rights to indemnification, and 
    rights to be paid by the Corporation for the expenses incurred in 
    defending any proceeding in advance of its final disposition, to any 
    agent of the Corporation to the fullest extent of the provisions of this 
    Paragraph B with respect to the indemnification and advancement of 
    expenses of directors, officers and employees of the Corporation.

    Section 145 of the General Corporation Law of Delaware contains 
provisions entitling directors and officers of the Company to indemnification 
from judgments, fines, amounts paid in settlement and reasonable expenses, 
including attorneys' fees, as the result of an action or proceeding in which 
they may be involved by reason of being or having been a director or officer 
of the Company provided said officers or directors acted in good faith.

    The Certificate of Incorporation and By-laws of the Company provide that 
the Company shall indemnify to the fullest extent permitted by Delaware law 
any person whom it may indemnify thereunder, including directors, officers, 
employees and agents of the Company. Such indemnification (other than as 
ordered by a court) shall be made by the Company only upon a determination 
that indemnification is proper in the circumstances because the individual 
met the applicable standard of conduct.  Advances for such indemnification 
may be made pending such determination.  Such determination shall be made by 
a majority vote of a quorum consisting of disinterested directors, or by 
independent legal counsel or by the stockholders.  In addition, the 
Certificate of Incorporation provides for the elimination, to the extent 
permitted by Delaware law, of personal liability of directors to the Company 
and its stockholders for monetary damages for breach of fiduciary duty as 
directors.

    The Company has also agreed to indemnify each director and executive 
officer pursuant to an Indemnification Agreement with each such director and 
executive officer from and against any and all expenses, losses, claims, 
damages and liability incurred by such director or executive officer for or 
as a result of action taken while such director or executive officer was 
acting in his capacity as a director, officer, employee or agent of the 
Company.  

    Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (the "Act") may be permitted to directors, officers and 
controlling persons of the Company pursuant to the foregoing provisions, or 
otherwise, the Company has been advised that in the opinion of the Commission 
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable. In such event that a claim for indemnification 
against such liabilities (other than the payment by the Company of expenses 
incurred or paid by a director, officer or controlling 

                                   II-4

<PAGE>

person of the Company in the successful defense of any action, suit or 
proceeding) is asserted by such director, or officer or controlling person in 
connection with the securities being registered, the Company will, unless in 
opinion of counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

5        Opinion of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP

10.1     Consulting Agreement dated August 26, 1997 by and among the Company 
         and Jay M. Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and 
         Fredric J. Gruder.

24.1     Consent of Rothstein, Kass & Company, P.C.

24.2     Consent of Gersten, Savage, Kaplowitz, Fredericks  & Curtin (included 
         in Exhibit 5).

Item 9.  Undertakings

    The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a 
    post-effective amendment to this registration statement:

    (i)  To include any prospectus required by section 10(a)(3) of the 
         Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
         effective date of the registration statement (or the most recent 
         post-effective amendment thereof) which, individually or in the 
         aggregate, represent a fundamental change in the information set 
         forth in the registration statement;

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the registration statement 
         or any material change to suit information in the registration 
         statement.

                                    II-5

<PAGE>

    provided, however, that paragraphs 9a)(1)(i) and (a)(1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the small business 
issuer pursuant to Section 15(d) of the Securities Exchange Act of 1934 that 
are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities 
    Act of 1933, each such post-effective amendment shall be deemed to be a 
    new registration statement relating to the securities offered therein, 
    and the offering of such securities at that time shall be deemed to be 
    the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of 
    the securities being registered which remain unsold at the termination of 
    the offering.

(4) Insofar as indemnification for liabilities arising under the Securities 
    Act of 1933 may be permitted to directors, officers and controlling 
    persons of the small business issuer pursuant to any charter provision, 
    by-law contract arrangements statute, or otherwise, the registrant has 
    been advised that in the opinion of the Securities and Exchange 
    Commission such indemnification is against public policy as expressed in 
    the Act and is, therefore, unenforceable.  In the event that a claim for 
    indemnification against such liabilities (other than the payment by the 
    small business issuer in the successful defense of any action, suit or 
    proceeding) is asserted by such director, officer or controlling person 
    in connection with the securities being registered, the small business 
    issuer will, unless in the opinion of its counsel the matter has been 
    settled by controlling precedent, submit to a court of appropriate 
    jurisdiction the question whether such indemnification by it is against 
    public policy as expressed in the Act and will be governed by the final 
    adjudication of such issue.

                                    II-6

<PAGE>

                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the     
Registrant certifies that it has reasonable grounds to believe that it     
meets all of the requirements for filing on Form S-8 and has duly caused     
this Registration Statement to be signed on its behalf by the undersigned     
thereunto duly authorized in the City of New York, State of New York on     
the 3rd day of October, 1997.

                                  ALPHA HOSPITALITY CORPORATION


                                  By: /s/ Stanley S. Tollman
                                     --------------------------
                                     Stanley S. Tollman, 
                                     Co-Chief Executive Officer 

    KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature 
appears below constitutes and appoints Stanley S. Tollman, his or her true 
and lawful attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him or her and in his or her name, place and stead, in 
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same and all exhibits thereto, and all documents in connection therewith, 
with the Securities and Exchange Commission, granting said attorney-in-fact 
and agent, full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and agent, or her 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.     

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Signature                   Title                                Date
---------                   -----                                ----

/s/ Stanley S. Tollman                                                  
----------------------      Chairman of the Board           October 2, 1997
Stanley S. Tollman          and Co-Chief Executive
                            Officer (Principal Executive
                            Officer)

/s/ Sanford Freedman
---------------------       Vice President, Secretary       October 3, 1997
Sanford Freedman            and Director


/s/ James A. Cutler
-------------------         Treasurer and Chief Financial   October 2, 1997
James A. Cutler             Officer (Principal Financial 
                            Officer and Principal Accounting 
                            Officer

/s/ Brett G. Tollman
-------------------         Vice President and Director     October 2, 1997
Brett G. Tollman


/s/ Thomas W. Aro
-------------------         Vice President and Director     October 2, 1997
Thomas W. Aro

-------------------         Director                        October __, 1997
Patricia Cohen

-------------------         Director                        October __, 1997
Matthew B. Walker

                                    II-7

<PAGE>

                               EXHIBIT INDEX

5        Opinion of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP.

10.1     Consulting Agreement dated August 26, 1997 by and among the Company 
         and Jay M. Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and 
         Fredric J. Gruder.

24.1     Consent of Rothstein, Kass & Company, P.C.

24.2     Consent of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP
         (included in Exhibit 5)

                                    II-8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 115836}]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997
         
                          Registration Statement No. 333-    

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                               ---------------------        

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -------------------- 

                            ALPHA HOSPITALITY CORPORATION
              (Exact name of Registrant as specified in its charter)

DELAWARE                           7011, 7993                 13-3714474   
----------------       --------------------------    ----------------------
(State or other            (Primary Standard          (IRS Employer
 jurisdiction of        Industrial Classification     Identification No.)
 incorporation or               Code)
 organization)
                                        
                              12 East 49th Street 
                            New York, New York 10017
                                (212) 750-3500      

                              ------------------

               (Address, including zip code and telephone number,
                  including area code, of Registrant's principal
                               executive offices)

                              -------------------
                   
                   Consulting Agreement dated August 26, 1997
                   ------------------------------------------

                           (Full Title of the Plan)
                                       
                                JAMES A. CUTLER
                            Chief Financial Officer
                         ALPHA HOSPITALITY CORPORATION
                              12 East 49th Street
                           New York, New York 10017
                               (212) 750-3500         

                              ----------------------

    (Name, address, including zip code and telephone number, including area
                          code, of agent for service)
                                                                             
                                  Copies To:
 
                            -------------------------

                            JAY M. KAPLOWITZ, ESQ.
             Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP
                             101 East 52nd Street
                           New York, New York 10022
                                (212) 752-9700
                                       
  If any of the securities being registered on this Form are to be offered on
  a delayed or continuous basis pursuant to Rule 415 under the Securities Act
                     of 1933, check the following box /x/
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
        Title of                          Maximum          Maximum          Amount of
      Securities To       Amount Being    Offering Price   Aggregate        Registration
      Be Registered       Registered(1)   Per Security(2)  Offering Price   Fee
---------------------    --------------   --------------   --------------   -------------
Common                   36,000           $2.625            $94,500         $100
Stock, par
value $.01 per
share
(1) Pursuant to Rule 416, the Registration Statement also relates to
    an indeterminate number of additional shares of Common Stock
    issuable in respect of stock splits, stock dividends and similar
    transactions.

(2) The price is estimated in accordance with Rule 457(h)(i) under
    the Securities Act of 1933, as amended, solely for the purpose of
    calculating the registration fee.  The closing price as reported
    on the Nasdaq Stock Market on October 2, 1997 (within 5 days
    prior to the filing of this Registration Statement).

                                    (ii)
EXPLANATORY NOTE

    This Registration Statement on Form S-8 relates to the registration
of 36,000 shares of Common Stock issued pursuant to a consulting
agreement dated August 26, 1997 by and among the Company and Jay M.
Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and Fredric J.
Gruder (collectively, "Selling Stockholders").  A Prospectus has been
prepared in accordance with the requirements of Form S-3 pursuant to
General Instruction C of Form S-8 with regard to the resale of the
shares of Common Stock by the Selling Stockholders.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    Pursuant to the Note to Part I of the Form S-8, the information
required by Part I is not filed with the Securities and Exchange
Commission.

    The Company will provide without charge to each person to whom a
copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral
or written request of such person, a copy of any document incorporated
in this Registration Statement by reference, except exhibits to such
documents.  Requests for such information should be directed to Alpha
Hospitality Corporation, 12 East 49th Street, New York, New York 10017,
Attention: Corporate Secretary, telephone number (212) 750-3500.

                                   (iii)
PROSPECTUS
                       ALPHA HOSPITALITY CORPORATION

                             ----------------

                       36,000 SHARES OF COMMON STOCK
                         Par Value, $.01 Per Share

                             ----------------

    This Prospectus relates to offers and sales of 36,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common
Stock"), of Alpha Hospitality Corporation, a Delaware corporation (the
"Company"), by certain selling stockholders (the "Selling
Stockholders").  The Shares have been issued to the Selling Stockholders
pursuant to a consulting agreement dated August 26, 1997 by and among
the Company and the Selling Stockholders.  The Company's Common Stock is
traded over-the-counter through the Nasdaq Stock Market ("NASDAQ") under
the symbol "ALHY" and through the Boston Stock Exchange ("BSE") under
the symbol ("ALH").  The closing sale price of the Company's Common
Stock on October 2, 1997 as quoted on NASDAQ, was $2.625.

    The Shares covered by this Prospectus may be offered and sold from
time to time directly by the Selling Stockholders or through brokers in
the over-the-counter market or otherwise at market prices prevailing at
the time of such sales or in one or more negotiated transactions at
prices acceptable to the Selling Stockholders.  No specified brokers or
dealers have been designated by the Selling Stockholders and no
agreement has been entered into in respect of brokerage commissions or
for the exclusive or coordinated sale of any securities which may be
offered pursuant to this Prospectus.  The net proceeds to the Selling
Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any.  The Company will pay all expenses of
preparing and reproducing this Prospectus.  The Company will not receive
any proceeds from the sale of the Shares.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR
INCORPORATED BY REFERENCE HEREIN AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY BE MADE.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NO ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR THE INFORMATION HEREIN SINCE THE DATE
HEREOF.  SEE "RISK FACTORS."

              -----------------------------------------------
               The date of this Prospectus is October 7, 1997

                                     1
TABLE OF CONTENTS

                                                                  Page
                                                                    
                                                                    
Available Information................................................3

Incorporation of Certain Documents by Reference......................4

The Company..........................................................5

Management..........................................................18

Risk Factors........................................................20

Use of Proceeds.....................................................28

Selling Stockholders................................................29

Plan of Distribution................................................30

Indemnification of Officers and Directors...........................31

Legal Matters ......................................................31

Experts ............................................................31

                                     2
AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. 
Such reports, proxy statements, registration statements and other
information can be examined without charge at the public reference
section maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and, upon payment of the fees prescribed by the
Commission, copies may be obtained therefrom  and at certain of the
Commission's Regional Offices located at 7 World Trade Center, New
York, New York 10048; 5757 Wilshire Boulevard, Los Angeles, California
90024; and 500 West Madison Street, Northeastern Atrium Center, Suite
1400, Chicago, Illinois 60661-2511.

    The Company's Common Stock is quoted on The Nasdaq Stock Market
("NASDAQ").  Reports, proxy statements, information statements, and
other information concerning the Company can be inspected at the
office of the National Association of Securities Dealers, Inc.,
located at 1735 K Street, N.W., Washington, DC  20006.  

    This Prospectus is part of a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") which the Company has filed with the Commission for
the registration of the securities offered by this Prospectus.  This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto.  For
further information with respect to the Company, references is hereby
made to such Registration Statement, exhibits and schedules, which may
be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.

                                     3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by Alpha Hospitality Corporation
(the "Company") with the Commission are incorporated herein by
reference:

    (1)  The Company's Registration Statement on Form SB-2, as
         amended (File No. 33-64236).  

    (2)  Annual Report on Form 10-K for the year ended December 31,
         1996.

    (3)  The Company's Registration Statement on Form S-1, declared
         effective by the SEC on August 8, 1996 (File No. 333-3606).

    (4)  Post-Effective Amendment No. 1 to the Company's Registration
         Statement on Form S-1, declared effective by the SEC on
         January 31, 1997 (File No. 333-3606).

    (5)  Quarterly Report on Form 10-Q for the period ended March 31,
         1997.

    (6)  Quarterly Report on Form 10-Q for the periods ended June 30,
         1997.

    In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.  

    Any statement contained in a document incorporated by reference
in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  All information
appearing in this Registration Statement is qualified in its entirety
by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to
the extent set forth in the immediately preceding statement.

    The Company will provide without charge to each person to whom a
copy of a this Prospectus is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
Registration Statement by reference, except exhibits to such
documents.  Requests for such information should be directed to Alpha
Hospitality Corporation, 12 East 49th Street, New York, New York
10017, Attention: Corporate Secretary, telephone number (212)
750-3500.

                                     4
THE COMPANY

    Alpha Hospitality Corporation (the "Company"), through its eight
subsidiaries, is engaged in (i) the ownership and operation of a
gaming vessel, the Bayou Caddy's Jubilee Casino (the "Jubilee
Casino"), located in Greenville, Mississippi, which is operated by the
Company's subsidiary Alpha Gulf Coast, Inc. ("Alpha Gulf"), and (ii)
the pursuit of gaming licenses for additional casinos in various
states (which is accomplished through the Company's subsidiaries Alpha
Missouri, Inc. ("Alpha Missouri"), Alpha Monticello, Inc. ("Alpha
Monticello"), Alpha Rising Sun, Inc. ("Alpha Rising Sun"), Jubilation
Lakeshore, Inc. ("Jubilation Lakeshore") and Alpha St. Regis, Inc.
("Alpha St. Regis")).  From September 1993 through December 1996, the
Company, through its former subsidiary, Alpha Hotel Management
Company, Inc. (Alpha Hotel), provided management services to hotels
and motels owned by third-parties.  Additionally, from December 1995
to July 16, 1996, the Company, through its subsidiary Jubilation
Lakeshore, formerly known as the Cotton Club of Greenville Inc. (the
"Cotton Club"), operated a second gaming vessel, the Jubilation
Casino.

    The Company was incorporated in Delaware on March 19, 1993; Alpha
Gulf was incorporated in Delaware on May 4, 1993; Jubilation Lakeshore
was incorporated in Mississippi on December 8, 1992; Alpha Missouri
was incorporated in Delaware on March 17, 1995; Alpha Monticello was
incorporated in Delaware on May 30, 1996; Alpha Rising Sun was
incorporated in Delaware on August 6, 1993; Alpha St. Regis was
incorporated in Delaware on June 24, 1994; Alpha Entertainment, Inc.
was incorporated in Delaware in March 1997, and Alpha Greenville
Hotel, Inc. was incorporated on February 19, 1997.  The Company's
principal executive offices are located at 12 East 49th Street, New
York, New York, 10017 and its telephone number is 212-750-3500.

Casino Operations

Current Operations

    The Company currently operates the Jubilee Casino in Greenville,
Mississippi.  In addition, from December 1995 through July 16, 1996,
the Company operated a casino located in Lakeshore, Mississippi. 
Although management is satisfied with the results of operation of the
Jubilee Casino, the Jubilation Casino continued to operate at a
deficit.  As a result, in July 1996, management began to implement its
plans to close the Jubilation Casino during August 1996.  On July 16,
1996, operation of the Jubilation Casino was suspended in compliance
with a directive of the Mississippi Gaming Commission (the
"Mississippi Commission') which asserted that the working capital of
the Jubilation Casino was not sufficient.  The Mississippi Commission
required that the Jubilation Casino's working capital be increased. 
This working capital requirement was reviewed by Jubilation Lakeshore
in light of its previously announced plan to close the Jubilation
Casino during August 1996 and the costs which would be incurred to
reopen the Jubilation Casino.  Based on this review, Jubilation
Lakeshore decided not to reopen the Jubilation Casino.  See "The
Jubilation Casino."

The Jubilation Casino

    Upon the October 1995 acquisition of the Cotton Club casino, this
casino was renamed the

                                     5
Jubilation Casino and relocated from Greenville to Lakeshore,
Mississippi, where it reopened on December 21, 1995.  Management
believed that the smaller Jubilation Casino could adequately service
the existing Lakeshore market with substantially reduced cost of
operations.  However, based upon the Jubilation Casino's limited
capacity, remote location and the increasing casino development in the
Biloxi and Gulfport markets (which have proven more attractive to
casino patrons), the Jubilation Casino was unable to overcome
operating deficits.  As a result, in July 1996 management began to
implement its plans to close the Jubilation Casino during August 1996. 
On July 16, 1996, operation of the Jubilation Casino was suspended in
compliance with a directive of the Mississippi Commission which
asserted that the working capital of the Jubilation Casino was not
sufficient.  The Mississippi Commission required that the Jubilation
Casino's working capital be increased.  This working capital
requirement was reviewed by Jubilation Lakeshore in light of its
previously announced plan to close the Jubilation Casino during August
1996 and the costs which would be incurred to reopen the Jubilation
Casino.  Based on this review, Jubilation Lakeshore decided not to
reopen the Jubilation Casino.

    In connection with the plan to close the Jubilation Casino,
management believes it has taken all appropriate action required by
federal law with respect to providing notice of such closing to its
employees.  In connection with the closing of the Jubilation Casino,
management updated its assessment of the realizability of the
leasehold improvements and related assets of the Jubilation Casino. 
Since this would have resulted in an impairment loss of approximately
$14,507,000 and stockholders' equity below the requirements for
continued listing of the Company's securities on NASDAQ, the Company
accepted proposals by Bryanston and BP to convert approximately
$19,165,000 and $1,222,000, respectively, of debt to 693,905 and
44,258 shares of Series B Preferred Stock.

The Jubilee Casino

    The Jubilee Casino, located in Greenville, Mississippi, is owned
and operated by the Company's wholly-owned subsidiary Alpha Gulf.  On
May 14, 1993, pursuant to an asset purchase agreement among Alpha
Gulf, B.C. of Mississippi, Inc. ("B.C.") (formerly known as Bayou
Caddy, Inc.), and certain shareholders of B.C., the Company acquired
B.C.'s leasehold interests under certain lease agreements and certain
other assets incidental to the development and ownership of the
Jubilee Casino.  The Company proceeded with this acquisition because
it gave the Company the opportunity to enter the casino business in
Lakeshore, Mississippi, the original site of the Jubilee Casino. 
Moreover, B.C. had already initiated the process of obtaining
requisite approvals for casino operation in Lakeshore, thereby
expediting the Company's ability to conduct casino operations in
Mississippi.

    The Company initiated the Jubilee Casino's gaming operations on
January 12, 1994, subsequent to its construction on a marine vessel in
1993, which construction received the requisite approvals from the U.
S . Army Corps of Engineers and the Mississippi Department of Natural
Resources.  Prior to the initiation of the Jubilee Casino's gaming
operations, the Company applied for and received the required license
renewals and approvals from the Mississippi Gaming Commission (the
"Mississippi Commission").  See "Business - Government Regulation -
Licensing Mississippi.

                                     6
Following the Cotton Club Acquisition, the Company transferred
the Jubilee Casino from Lakeshore to Greenville.  The Jubilee Casino
reopened in Greenville on November 17, 1995.  The movement of the
Jubilee Casino to Greenville increased the capacity at Greenville and
brought an upscale facility to the Greenville market.  Management
believed that the relocation of the Jubilee Casino to Greenville was
an appropriate action designed to increase the return on the Company's
gaming assets in Mississippi.

    The Jubilee Casino has 844 slot machines and 29 table games.  In
addition to its gaming activities, the Jubilee Casino includes a 175
seat buffet, a 350 seat showroom, a 98 seat restaurant and parking to
accommodate 950 customer vehicles.  In January 1996, the Company
completed renovation of its leased restaurant facility at Greenville
in order to give customers a dining alternative, offering fine dining
in an elegant setting. Management believes that the Jubilee Casino,
which offers an attractive casino environment and significant casino
capacity, will continue to at least capture its fair market share of
the Greenville gaming market.

Future Operations - Alpha Gulf

    In April 1997, Alpha Gulf received approval from the Mississippi
Commission for its infrastructure investment requirement to build and
operate a hotel on property adjacent to its Greenville casino
location.  Alpha Greenville Hotel, Inc., a newly formed, wholly-owned
subsidiary of the Company, entered into a long term lease with the
Board of Mississippi Levee Commissioners to lease property including
historical landmark buildings for the development of a forty-one key
single room and suite hotel.  Management believes that this hotel will
add a new dimension to the Company's casino patron experience and will
be an added amenity to the Company's player development program.  The
total cost of this project is $3.2 million.  Although the permanent
source of financing this project has not been identified at this time,
Alpha Greenville Hotel has received interim financing from Bryanston
Group, Inc. ("Bryanston") to begin construction.

Development Activities

New York

    In March 1994, the Company entered into a joint venture agreement
relating to the operation and development of a gaming facility located
on the reservation of the St. Regis Mohawk Tribe of Hogansburg, New
York (the "Tribe").  The Company does not intend to proceed with the
project at Hogansburg, New York since the Company and the Tribe are
exploring a more suitable arrangement relating to the development of a
casino in Sullivan County, New York, as discussed below.

    On January 19, 1996, the Company, through its subsidiary, Alpha
St. Regis, entered into a memorandum of understanding with Catskill
Development, L. L. C. (" Catskill ") regarding the development and
management of a casino to be built adjacent to the Monticello Raceway
in Sullivan County, New York.  This memorandum of understanding was
assigned to Alpha Monticello.  The development and management of this
casino will be undertaken by Mohawk Management  L.L.C., a company of
which the Company's subsidiary Alpha Monticello owns 50%.  Alpha
Monticello will be responsible for the day-to-day operations of the
casino.  It is

                                     7
intended that the casino will be owned by the Tribe and will be
located on land to be placed in trust for the benefit of the Tribe. 
The Monticello Raceway is located 90 miles from New York City.

    The casino project is subject to approval by the U.S. Department
of the Interior and its Bureau of Indian Affairs, the National Indian
Gaming Commission and the Governor of the State of New York.  It is
contemplated that the Company will be required to contribute an amount
preliminarily estimated at $250,000 toward the design, architectural
and other costs of developing plans for the casino.  Under the
memorandum of understanding, Catskill and the Company commit to enter
into a definitive agreement on the terms established in the
memorandum.  Bryanston is a 25 % member of Catskill.

    Catskill purchased the 225 acre Monticello Raceway in June 1996. 
Catskill plans to continue Monticello's racing program and to explore
other development at the site in addition to the St. Regis Mohawk
Casino.

    On August 2, 1996, Mohawk Management L. L. C. executed an
agreement with the Tribe for the management of the proposed casino. 
The Tribe has submitted the agreement to the National Indian Gaming
Commission for its approval.

    There can be no assurance that the project will receive all
requisite approvals.

Missouri

    In February 1995, the City of Louisiana, Missouri, designated the
Company as the exclusive designee to enter into negotiations with the
city to develop a riverboat gaming facility at the city's Mississippi
River shoreline.  The City of Louisiana is currently competing with
other cities in Missouri for the next gaming license to be granted in
the state.  In the event that the state gaming authorities select
Louisiana, Missouri as the locality to receive the next gaming license
to be granted, the Company, as the city's exclusive designee, would be
the recipient of such license.  Consequently, Alpha Missouri entered
into a lease agreement with the City of Louisiana relating to certain
city-owned riverfront property required for the project.  Except for
certain preliminary payments to the city, the Company's obligation
under the lease are conditioned on the grant of a gaming license by
the Missouri gaming authorities.

    Alpha Missouri has applications pending for site approval and a
gaming license with respect to the development of a riverboat gaming
facility in Louisiana, Missouri.  Although existing law in Missouri
does not restrict the number of licenses the Missouri Gaming
Commission may issue, the Commission has effectively placed a
moratorium on any new licenses in the Louisiana market.  The Company
believes that such restriction will remain in place until a market
assessment of the existing approved license can be made.

    The City of Louisiana is located approximately 60 miles north of
metropolitan St. Louis and 70 miles from Springfield, Illinois, that
state's capital.

    The Company anticipates that it will provide a gaming vessel with
a capacity of approximately 750 gaming positions.  The project cost is
presently expected to be approximately 

                                     8
$30 million.

Marketing

    The Company concentrates its sales, marketing and promotional
activities for the Jubilee Casino in its principal target market
within a 50 mile radius of the casino.  The target markets are reached
through a combination of billboards, radio, television, newspaper
advertising, and direct mail.  Also, casino brochures are placed in
tourist information areas, local and regional hotels, restaurants and
bars.

    The Company has developed an in-house mailing list in excess of
130,000 casino customers.  These customers are made up of table game
players and "Slot Club" members.  Table game customers are identified
through the casino's marketing representatives and their play is
monitored to evaluate whether the customer warrants complimentary
services provided by the casino.  The award of complimentary services
is consistent with standard industry practices and is based upon a
customer's duration of play and average amount wagered.  The "Slot
Club" is an operation which allows the casino's computerized tracking
system to identify customers, amount of play and other pertinent
characteristics.  The "Slot Club" is an ongoing promotion where
members are issued cards and accumulate points based on the amount of
their play.  Such points are redeemable for food, beverages or
merchandise.  Tournaments for blackjack, craps and poker are held,
along with other special events and promotions.

    The Company seeks to maintain and upgrade its gaming vessel so
that it is competitive in the industry, With the closing of the
Jubilation Casino the Company has discontinued its marketing
activities relating to the Jubilation Casino.  See "Business - Current
Operations."

Competition

    There are currently 19 casinos located on the Mississippi River. 
In the Greenville market, the Company's Jubilee Casino competes with
the Las Vegas Casino and the Lighthouse Point Casino, which opened in
November 1996.  The opening of the Lighthouse Point Casino resulted in
a decrease in the gaming revenues of the Jubilee Casino which is
expected to be corrected as the marketing programs of the new
Lighthouse Point Casino help to increase the total Greenville market. 
Since the opening of the new casino, the Jubilee Casino's fair share
of the market, based on the number of player positions in the market,
has improved.  The Company believes that the Jubilee Casino is
well-positioned to compete successfully with the two other casinos in
the Greenville market.  Approximately 60 miles south of Jubilee Casino
is Vicksburg.  Vicksburg has four casinos: the Isle of Capri, Harrahs
Vicksburg, Ameristar, and Rainbow Casino.  Approximately 110 miles
south of Jubilee Casino is Natchez with the Lady Luck Natchez Casino. 
Approximately 90 miles north of the Jubilee Casino is Coahoma County
with the Lady Luck Coahonia Casino.  Tunica County is approximately
180 miles north of the Jubilee Casino and has ten casinos - Harrahs (2
casinos), Sams Town, Fitzgeralds, Sheraton, Hollywood Casino, Circus
Circus, Horseshoe Casino, Grand Casino and Ballys.  Since casinos
within a 60 or 180 mile radius of the Jubilee Casino are not
considered by the Company to be within its competitive market, the
Company does not deem the casinos in Vicksburg, Coahoma County, or
Tunica County to be among its competitors.

                                     9
The Company has remained competitive in the markets affecting the
Jubilee Casino by keeping its gaming vessel well-maintained and by
offering superior accommodations, entertainment programs and special
events.  In addition, the Company's advertising and marketing efforts
have focused on maintaining the Company's presence in its market.

    Although the Jubilee Casino has remained competitive, the
Jubilation Casino, located on the Mississippi Gulf Coast, was unable
to compete satisfactory with the major casino developments in the
Biloxi and Gulfport markets.  This resulted in management's decision
to close the Jubilation Casino during August 1996.  See "Casino
Operations - Current Operations - The Jubilation Casino."

Seasonal Fluctuations

    The results of the casinos' operations have been seasonal, with
the greatest activity occurring during the fair weather months of May
through September.  Consequently, the Company's operating results
during the calendar quarters ending in December and March are not as
profitable as those quarters ending in June and September, and losses
result from time to time.  The seasonal nature of the casinos'
operations increases the risk that natural disasters or the loss of
the casinos for any other reason during the May through September
period would have a material adverse effect on the Company's financial
condition and results of operations.

Government Regulation

General

    The Company's ownership and operation of its properties are
subject to regulation by federal, state and local governmental and
regulatory authorities, including regulation relating to environmental
protection.  While the Company has not been the subject of any
complaints or other formal or informal proceedings alleging any
violations of government regulations, no assurance can be given that
the Company is, or in the future will be, able to comply with, or
continue to comply with current or future governmental regulations in
every jurisdiction in which it conducts or will conduct its business
operations without substantial cost or interruption of its operations,
or that any present or future federal, state or local regulations may
not restrict the Company's present and possible future activities.  In
the event that the Company is unable to comply with any such
requirements, the Company could be subject to sanctions, which could
have a materially adverse effect upon the Company's business.  See
"Business - Government Regulation - General," and 'Business - Casino
Operations - Current Operations."

Licensing

    The gaming industry is highly regulated by each of the states in
which gaming is legal.  The regulations vary on a state by state
basis, but generally require the operator, each owner of a substantial
interest (usually 5 % or more) in the operator, members of the Board
of Directors, each officer and all key personnel found suitable, and
be approved, by the applicable governing body.  The failure of any
present, or future, person required to be approved to be, and remain
qualified to hold a license could result in the loss of license.

                                     10
Mississippi

General

    The ownership and operation of casino facilities in Mississippi
are subject to extensive state and local regulation, primarily the
licensing and regulatory control of the Mississippi Commission and the
Mississippi State Tax Commission (collectively, the "Mississippi
Authorities').

    The laws, regulations and supervisory procedures of Mississippi
and the Mississippi Commission seek to (i) prevent unsavory or
unsuitable persons from having any direct or indirect involvement with
gaming at any time or in any capacity; (ii) establish and maintain
responsible accounting practices and procedures; (iii) maintain
effective control over the financial practices of licensees, including
establishing minimum procedures for internal fiscal affairs and
safeguarding of assets and revenues, providing reliable record keeping
and making periodic reports to the Mississippi Authorities; (iv)
prevent cheating and fraudulent practices; (v) provide a source of
state and local revenues through taxation and licensing fees; and (vi)
ensure that gaming licensees, to the extent practicable, employ
Mississippi residents.  The regulations are subject to amendment and
to extensive interpretation by the Mississippi Commission in view of
their recent adoption.  Changes in Mississippi law or regulations may
limit or otherwise materially affect the types of gaming that may be
conducted and could have an adverse effect on the Company and the
Company's Mississippi gaming operations.

    The Mississippi Act provides for legalized dockside gaming at the
discretion of the 14 counties that either border the Mississippi Gulf
Coast or the Mississippi River, but only if the voters in such
counties have not voted to prohibit gaming in that county. The law
permits unlimited stakes gaming on permanently moored vessels on a
24-hour basis and does not restrict the percentage of space that may
be utilized for gaming.  There are no limitations on the number of
gaming licenses that may be issued in Mississippi.

Registration and Licensing

    The Company, a registered publicly-traded holding company under
the Mississippi Act, is required periodically to submit detailed
financial and operating reports to the Mississippi Authorities and to
furnish any other information that the Mississippi Authorities may
require.  The Company and any subsidiary of the Company that operates
a casino in Mississippi (a "Gaming Subsidiary'), is subject to the
licensing and regulatory control of the Mississippi Commission.  If
the Company is unable to continue to satisfy the registration
requirements of the Mississippi Act, the Company and its Gaming
Subsidiaries cannot own or operate gaming facilities in Mississippi. 
Each Gaming Subsidiary must obtain gaming licenses from the
Mississippi Commission to operate casinos in Mississippi.  A gaming
license is issued by the Mississippi Commission subject to certain
conditions, including continued compliance with all applicable state
laws and regulations and physical inspection of casinos prior to
opening.

    Gaming licenses are not transferable, are initially issued for a
two-year period and are subject to periodic renewal.  No person may
receive any percentage of profits from a gaming subsidiary of a
holding company without first obtaining licenses and approvals from
the Mississippi Commission.

                                     11
Licensing of Officers, Directors and Employees

    Officers, directors and certain key employees of the Company and its 
gaming subsidiaries must be found suitable or be licensed by the Mississippi 
Commission, and employees associated with gaming must obtain work permits 
that are subject to immediate suspension under certain circumstances.  In 
addition, any person having a material relationship or involvement with the 
Company may be required to be found suitable or be licensed, in which case 
those persons must pay the costs and fees associated with such investigation. 
 The Mississippi Commission may deny an application for a license for any 
cause that it deems reasonable.  Changes in licensed positions must be 
reported to the Mississippi Commission.  In addition to its authority to deny 
an application for a license, the Mississippi Commission has jurisdiction to 
disapprove a change in corporate officers.  The Mississippi Commission has 
the power to require any gaming subsidiary and the Company to suspend or 
dismiss officers, directors and other key employees or sever relationships 
with other persons who refuse to file appropriate applications or whom the 
authorities find unsuitable to act in such capacities.

Investigation of Holders of Securities and Others

    Mississippi law requires any person who acquires beneficial ownership of 
more than 5 % of the Common Stock to report the acquisition to the 
Mississippi Commission, and such person may be required to be found suitable. 
 Also, any person who becomes a beneficial owner of more than 10% of the 
Common Stock, as reported in filings under the Exchange Act, must apply for a 
finding of suitability by the Mississippi Commission and must pay the costs 
and fees that the Mississippi Commission incurs in conducting the 
investigation.  The Mississippi Commission has generally exercised its 
discretion to require a finding of suitability of any beneficial owner of 
more than 5 % of a company's stock.  If a stockholder who must be found 
suitable is a corporation, partnership or trust, it must submit detailed 
business and financial information, including a list of beneficial owners.  
Representatives of the Mississippi Commission have indicated that 
institutional investors may only be required to file summary information in 
lieu of a suitability finding.

    Any person who fails or refuses to apply for a finding of suitability or 
a license within 30 days after being ordered to do so by the Mississippi 
Commission may be found unsuitable.  Any person found unsuitable and who 
holds, directly or indirectly, any beneficial ownership of the securities of 
the Company beyond such time as the Mississippi Commission prescribes, may be 
guilty of a misdemeanor. The Company is subject to disciplinary action if, 
after receiving notice that a person is unsuitable to be a stockholder or to 
have any other relationship with the Company or its gaming subsidiaries, the 
Company: (i) pays the unsuitable person any dividend or other distribution 
upon the voting securities of the Company; (ii) recognizes the exercise, 
directly or indirectly, of any voting rights conferred by securities held by 
the unsuitable person; (iii) pays the unsuitable person any remuneration in 
any form for services rendered or otherwise, except in certain limited and 
specific circumstances; or (iv) fails to pursue all lawful efforts to require 
the unsuitable person to divest himself of the securities, including, if 
necessary, the immediate  purchase of the securities for cash at a fair 
market value.

    The Company may be required to disclose to the Mississippi Commission 
upon request the identities of the holders of any debt securities.  In 
addition, the Mississippi Commission under the Mississippi Act may, in its 
discretion, (i) require disclosure of holders of debt securities of 

                                     12
corporations registered with the Mississippi Commission, (ii) investigate 
such holders, and (iii) require such holders to be found suitable to own such 
debt securities.  Although the Mississippi Commission generally does not 
require the individual holders of obligations such as notes to be 
investigated and found suitable, the Mississippi Commission retains the 
discretion to do so for any reason, including but not limited to a default, 
or where the holder of the debt instrument exercises a material influence 
over the gaming operations of the entity in question.  Any holder of debt 
securities required to apply for a finding of suitability must pay all 
investigative fees and costs of the Mississippi Commission in connection with 
such an investigation.

Required Records

    The Company must maintain a current stock ledger in Mississippi that the 
Mississippi Commission may examine at any time.  If any securities of the 
Company are held in trust by an agent or by a nominee, the record holder may 
be required to disclose the identity of the beneficial owner to the 
Mississippi Commission.  A failure to make such disclosure may be grounds for 
finding the record holder unsuitable- The Company must also render maximum 
assistance in determining the identity of the beneficial owner.

    The Mississippi Act requires that the certificates representing 
securities of a publicly-traded corporation (as defined in the Mississippi 
Act) bear a legend to the general effect that such securities are subject to 
the Mississippi Act and the regulations of the Mississippi Commission.  The 
Mississippi Commission has the power to impose additional restrictions on the 
holders of the Company's securities at any time.

Approval of Corporate Matters and Foreign Gaming Operations

    Substantially all loans, leases, sales of securities and similar 
financing transactions by a gaming subsidiary must be reported to or approved 
by the Mississippi Commission.  Changes in control of the Company through 
merger, consolidation, acquisition of assets, management or consulting 
agreements or any form of takeover cannot occur without the prior approval of 
the Mississippi Commission.

    The Mississippi legislature has declared that some corporate acquisitions 
opposed by management, repurchases of voting securities and other takeover 
defense tactics that affect corporate gaming licensees in Mississippi and 
corporations whose stock is publicly-traded that are affiliated with those 
licensees, may be injurious to stable and productive corporate gaming.  The 
Mississippi Commission has established a regulatory scheme to ameliorate the 
potentially adverse effects of these business practices upon Mississippi's 
gaming industry and to further Mississippi's policy to: (i) assure the 
financial stability of corporate gaming operators and their affiliates; (ii) 
preserve the beneficial aspects of conducting business in the corporate form; 
and (iii) promote a neutral environment for the orderly governance of 
corporate affairs. Approvals are, in some circumstances, required from the 
Mississippi Commission before the Company may make exceptional repurchases of 
voting securities above the current market price of its Common Stock 
(commonly called "greenmail') or before a corporate acquisition opposed by 
management may be consummated.  Mississippi's gaming regulations will also 
require prior approval by the Mississippi Commission if the Company adopts a 
plan of recapitalization proposed by its Board of Directors opposing a tender 
offer made directly to the stockholders for the purpose of acquiring 

                                     13
control of the Company.

    Neither the Company nor any subsidiary may engage in gaming activities in 
Mississippi while also conducting gaming operations outside of Mississippi 
without approval of the Mississippi Commission. The Mississippi Commission 
may require determinations that, among other things, there are means for the 
Mississippi Authorities to have access to information concerning the 
out-of-state gaming operations of the Company and its affiliates.

Sanctions

    If the Mississippi Commission were to decide that a gaming subsidiary had 
violated a gaming law or regulation, the Mississippi Commission could limit, 
condition, suspend or revoke the license of the gaming subsidiary.  In 
addition, the gaming subsidiary, the Company and the persons involved could 
be subject to substantial fines for each separate violation.  Because of such 
violation, the Mississippi Commission could appoint a supervisor to operate 
the casino facilities, and, under certain circumstances, earnings generated 
during the supervisor's appointment (except the reasonable rental value of 
the casino facilities) could be forfeited to the State of Mississippi.  
Limitations, conditioning or suspension of any gaming license or the 
appointment of a supervisor could (and revocation of any gaming license 
would) materially adversely affect the Company's and the gaming subsidiary's 
gaming operations.

    On July 16, 1996, operation of the Jubilation Casino was suspended in 
compliance with a directive of the Mississippi Commission which raised 
certain issues with regard to the operation of the Jubilation Casino and 
asserted that the working capital available to the Jubilation Casino was not 
sufficient.  The Mississippi Commission required that the Jubilation Casino's 
working capital be increased. This working capital requirement was reviewed 
by Jubilation Lakeshore in light of its previously announced plan to close 
the Jubilation Casino during August 1996 and the costs which would be 
incurred to reopen the Jubilation Casino.  Based on this review, Jubilation 
Lakeshore decided not to reopen the Jubilation Casino.  The Company does not 
believe that the issues raised by the Mississippi Commission regarding the 
operation of the Jubilation Casino will adversely affect the license to 
operate the Jubilee Casino since the Jubilee Casino is operating in 
compliance with applicable regulations, including regulations relating to 
issues raised by the Mississippi Commission regarding the operation of the 
Jubilation Casino.  There can be no assurance, however, that the issues 
raised by the Mississippi Commission will not adversely affect the license, 
or the renewal of the license, to operate the Jubilee Casino, or any future 
licenses for which applications may be submitted in Mississippi.

Fees and Taxes

    License fees and taxes, computed in various ways depending on the type of 
gaming involved, are payable to the State of Mississippi and to the counties 
and cities in which a gaming subsidiary's operations will be conducted.  
Depending upon the particular fee or tax involved, these fees and taxes are 
payable either monthly, quarterly or annually and are based upon (i) a 
percentage of the gross gaming revenues received by the casino operation, 
(ii) the number of slot machines operated by the casino or (iii) the number 
of tables games operated by the casino.  The license fee payable to the State 
of Mississippi based upon "gaming receipts" (generally defined as gross 
receipts less payouts to customers as winnings) and equals 4 % of gaming 
receipts of $50,000 or less per

                                     14
month, 6% of gaming receipts over $50,000 and less than $134,000 per month, 
and 8% of gaming receipts over $134,000.  The foregoing license fees are 
allowed as a credit against the Company's Mississippi income tax liability 
for the year paid.

Missouri and New York

    Missouri law and the Federal Indian Gaming Law (as it relates to the 
Company's proposed operation in New York), each provide for a comprehensive, 
detailed scheme for the control of gaming operations in the state and the 
issuance of licenses for gaming, both to gaming facilities and to persons 
involved in certain gaming related activities.  With respect to the Company's 
compact with the Tribe relating to the proposed casino to be built in 
Sullivan County, New York, the State of New York has provided for regulation 
of Indian gaming casinos through the New York State Racing and Wagering 
Board. Each of the supervising governmental agencies is authorized to 
promulgate rules and regulations applicable to the administration of gaming 
related laws.

    In connection with its proposed operations in Missouri, the Company has 
commenced the application and approval process with the Missouri Gaming 
Commission.  The Company does not anticipate receiving a final determination 
with respect to its license application within the next twelve months.  In 
connection with its proposed operations in New York, the required 
documentation has been filed with the National Indian Gaming Commission.

Hotel Operations

    As of December 31, 1996, to reduce the Company's debts to Bryanston, the 
Company sold 100% of the stock of its subsidiary, Alpha Hotel Management 
Company, Inc., to Bryanston Group, Inc. for consideration of $3,000,000.

Employees

    In connection with its casino operations, as of June 30, 1997, the 
Company employed approximately 571 employees, of which 510 are full-time 
employees.  Management considers its employment relations to be satisfactory. 
 In connection with the closing of the Jubilation Casino and pursuant to the 
Workers Adjustment and Retraining Notification Act, the Company provided the 
320 employees of the Jubilation Casino with notice of its plans to close the 
Jubilation Casino within 60 days of the anticipated closing date, as required 
under the act.  Therefore, management believes it has taken all appropriate 
action required by federal law with respect to providing notice of the 
closing of the Jubilation Casino to the employees of the Jubilation Casino.

Properties

    The Company maintains its executive office at leased premises located at 
12 East 49th Street, New York, New York, 10017.  This lease expires December 
31, 2001.

                                     15
Casino Operations
Location               Principle Use             Approximate Area      Owned/Leased            Expires
--------               -------------             ----------------      ------------            -------
Hancock County         Sign location,               3 acres              Leased                April 30, 2003
 Waveland, MS          warehousing and                                                         with option to
                       parking                                                                 purchase

Hancock County         Accounting office            1 acre               Leased                June 30, 1998
 Waveland, MS                                                                                  with option to
                                                                                               extend 3 five
                                                                                               year terms and
                                                                                               right of first
                                                                                               refusal to purchase

Washington             Customer parking             2.0 acres            Owned                 --
 County
 Greenville, MS

Washington             Mooring site of              1,000                Leased                December 29, 1997
 County                casino vessel                waterfront feet                            with option to
 Greenville, MS                                                                                extend 3 five
                                                                                               year terms

Washington             Accounting offices           10,000 square        Leased                December 1, 1998
 County                and warehouse                feet                                       with option to
Greenville, MS                                                                                 extend two years
The Company considers its property to be suitable and adequate for its 
present needs.

Legal Proceedings

    In January 1996, the Company was named as a defendant in an action 
brought in the Circuit Court of Hinds County, Mississippi (Amos vs Alpha Gulf 
Coast, Inc.; Batiste vs Alpha Gulf Coast, Inc.; Decree vs Alpha Gulf Coast, 
Inc.; Johnston vs Alpha Gulf Coast, Inc.; Raine vs Alpha Gulf Coast, Inc.). 
Based on the theory of "liquor liability' for the service of alcohol to a 
customer, Plaintiffs alleged that on January 16, 1995, a vehicle operated by 
Mr. Amos collided with a vehicle negligently operated by Mr. Raine, an 
individual that was served alcoholic beverages by the Company.  Plaintiffs 
alleged that they suffered personal injuries and seek compensatory damages 
aggregating $17.1 million and punitive damages aggregating $37.5 million.  
The ultimate outcome of this litigation cannot presently be determined as 
this case is presently in the early phases of 

                                     16
discovery.  Accordingly, no provision for liability to the Company that may 
result upon adjudication has been made in the accompanying consolidated 
financial statements.  The Company believes that the risk referred to in this 
paragraph is adequately covered by insurance.

    In September 1996, the Company and Alpha Gulf were named as defendants in 
an action brought in the Circuit Court of Hancock County, Mississippi 
(Durward Dunn, Inc. vs.  Alpha Hospitality Corporation; Durward Dunn, Inc. 
vs.  Alpha Gulf Coast, Inc.) for alleged failure to make payments pursuant to 
a construction contract. Plaintiff seeks actual and compensatory damages of 
approximately $1,200,000.  The consolidated financial statements include a 
provision for the liability of $928,000 for this contract at December 31, 
1996. The ultimate outcome of this litigation cannot presently be determined 
as this case is presently in the early phases of discovery. Accordingly, no 
provision for liability to the Company, except as mentioned above, that may 
result upon adjudication has been made in the accompanying consolidated 
financial statements.

    In December 1996, the Company, Jubilation Lakeshore and Alpha Gulf were 
named as defendants in an action brought in the United States District Court 
for the Southern District of New York (Bally Gaming, Inc. v. Alpha 
Hospitality Corp., Jubilation Lakeshore, Inc. and Alpha Gulf Coast, Inc.) for 
allegedly engaging in conduct which would impair the collateral held as 
security for certain financial obligations.  Such conduct includes the 
failure to pay certain monetary obligations unrelated to the obligations 
secured by the collateral.  Plaintiffs seek specific performance of 
particular actions defendants believe are necessary to protect the collateral 
that secures the financial obligations, unspecified damages and attorney's 
fees, among other things.  The Company believes the action is without merit 
and plans to move to dismiss this action.

                                     17
MANAGEMENT

Directors and Executive Officers  

    The Directors and Executive Officers of the Company are as follows:

    Name                     Age            Position
    ----                     ---            --------

    Stanley S. Tollman       65        Chairman of the Board and
                                       Co-Chief Executive Officer

    Sanford Freedman         60        Vice President, Secretary and
                                       Director

    Thomas W. Aro            53        Vice President and Director

    James A. Cutler          45        Treasurer and Chief Financial 
                                       Officer

    Brett G. Tollman         34        Vice President

    Patricia Cohen           43        Director

    Matthew B. Walker        46        Director

    
    Directors are elected to serve until the next annual meeting of 
stockholders and until their successors have been elected and have qualified. 
Directors do not receive remuneration for their services as such, but may be 
reimbursed for expenses incurred in connection therewith, such as the cost of 
travel to Board meetings. Officers serve at the pleasure of the Board of 
Directors until their successors have been elected and have qualified. 
Officers and directors serve subject to a finding of suitability by the 
Mississippi Commission. 
 
    STANLEY S. TOLLMAN has served as Chairman of the Board of Directors and 
Co-Chief Executive Officer of the Company since its formation.  He has been 
Chairman of the Tollman-Hundley Hotel Group since 1979 and serves as Chairman 
of Bryanston Group, Inc., a hotel management company, and of Trafalgar Tours 
International, a tour operator.  He has also served as Chairman of the Board 
of Directors of Buckhead America Corporation (a Georgia corporation).

    SANFORD FREEDMAN served as a Director, Vice President and Secretary of 
the Company from its formation until October 29, 1993 and was re-elected to 
those positions on February 1, 1994.  He has served as Executive Vice 
President of the Tollman-Hundley Hotel Group since 1983, and serves as a 
Director, Executive Vice President and Secretary of Bryanston Group, Inc.

    THOMAS W. ARO has served as a Director of the Company since February 1, 
1994 and a Vice President of the Company since its formation.  Mr. Aro also 
serves as Chairman of the Board of Directors and Chief Executive Officer of 
the Company's subsidiary Alpha Gulf Coast, 

                                     18
Inc.  He has served as Executive Vice President of the Tollman-Hundley Hotel 
Group since 1982, and Executive Vice President of the Bryanston Group, Inc.

    BRETT G. TOLLMAN served as a Vice President of the Company from its 
formation until October 29, 1993 and was re-elected to that position and was 
elected a Director of the Company on February 1, 1994.  Mr. Tollman also 
serves as President of the Company's subsidiary, Alpha Hotel Management 
Company, Inc.  He has served as Executive Vice President of the 
Tollman-Hundley Hotel Group since 1984 and is Executive Vice President of 
Bryanston Group, Inc.  He is also a Director of HMG Worldwide Corporation, a 
publicly held corporation. Mr. Tollman is the son of Stanley S. Tollman, the 
Chairman and Co-Chief Executive Officer of the Company.

    PATRICIA COHEN was elected a Director of the Company on February 1, 1994. 
 She is a principal of Westfield and has been engaged for more than the past 
five years as a private investor.

    MATTHEW B. WALKER has served as a Director of the Company since December 
1995.  He is an independent businessman involved in international business 
ventures including the Brazilian based Walker Marine Oil Supply Business, 
which he has been a consultant to since 1988.  Mr. Walker co-founded the 
Splash Casino in Tunica, Mississippi in February 1993, where he remained 
employed until October 1995.  In February 1994, he co-founded the Cotton Club 
Casino in Greenville, Mississippi, where he remained employed and a 
shareholder of until October 1995.  In addition, since 1972, Mr. Walker has 
been involved in numerous real estate transactions in the capacity of 
consultant, and has managed E.B. Walker & Son Lumber Company, a family-owned 
lumber business based in Alabama, since such time. 

    JAMES A. CUTLER has served as Treasurer and Chief Financial Officer of 
the Company since its formation.  He also served as Secretary of the Company 
from October 29, 1993 to February 1, 1994. He is Senior Vice President and 
Treasurer of the Tollman-Hundley Hotel Group since 1984 and serves Executive 
Vice President and Chief Financial Officer of Bryanston Group, Inc.

                                     19
RISK FACTORS 

    An investment in the securities offered hereby are highly speculative.  
Each prospective investor should carefully consider the following risk 
factors, as well as all other information set forth elsewhere in this 
Prospectus.

1.  History of Losses; Explanatory Paragraph in Independent Auditor's Report.

    Since its inception, the Company has suffered significant losses from 
operations.  The Company had net losses of approximately $22,815,000 in the 
fiscal year ended December 31, 1996,  $17,993,000 in the fiscal year ended 
December 31, 1995, and $9,901,000 in the fiscal year ended December 31, 1994. 
 As of December 31, 1996 the Company had an accumulated deficit of 
approximately $55,414,000.  As a result of the material uncertainties 
relating to the Company's ability to continue as a going concern and fund its 
operation, the Company's independent auditors have included an explanatory 
paragraph in their report on the Company's consolidated financial statements 
addressing such uncertainties.

2.  Closing of the Jubilation Casino; Possible Inability to Meet Obligations 
    to Creditors.

    On July 16, 1996, operation of the Jubilation Casino was suspended in 
compliance with a directive of the Mississippi Commission which raised 
certain issues with regard to the operation of the Jubilation Casino and 
asserted that the working capital available to the Jubilation Casino was not 
sufficient.  On July 17, 1996, representatives of Jubilation Lakeshore met 
with the Mississippi Commission.  As a result of that meeting, the 
non-working capital issues raised by the Mississippi Commission had been 
resolved to the Mississippi Commission's satisfaction.  However, the 
Mississippi Commission required that the Jubilation Casinos working capital 
be increased.  The working capital requirement was reviewed by Jubilation 
Lakeshore in light of its previously announced plan to close the Jubilation 
Casino during August 1996 and the costs which would be incurred to reopen the 
Jubilation Casino.  Based on this review, Jubilation Lakeshore decided not to 
reopen the Jubilation Casino.  The Company has had preliminary discussions 
with secured creditors of the Jubilation with regard to the liquidation of 
its secured obligations. There can be no assurance that the Jubilation is 
able to repay its obligations to its creditors.  In the event that the 
Jubilation is unable to repay its obligations to its creditors, the 
Jubilation may file a voluntary petition under the Bankruptcy Code, or 
creditors may initiate proceedings against the Jubilation thereby forcing the 
Jubilation into bankruptcy.  In either event, creditors may assert claims 
against the Company seeking satisfaction of the Jubilation's debts.  While 
the Company is not liable for the Jubilation's debts, there can be no 
assurance that creditors of the Jubilation will not assert claims against the 
Company, or that the Company will be able to successfully defend against any 
such claims.  See "Business -- Casino Operations -- The Jubilation Casino."

3.  Government Regulation.

General

    The Company's ownership and operation of its properties are subject to 
regulation by federal, state and local governmental and regulatory 
authorities, including regulation relating to 

                                     20
environmental protection.  While the Company has not been the subject of any 
complaints or other formal or informal proceedings alleging any violations of 
government regulations, no assurance can be given that the Company is, or in 
the future will be, able to comply with, or continue to comply with current 
or future governmental regulations in every jurisdiction in which it conducts 
or will conduct its business operations without substantial cost or 
interruption of its operations, or that any present or future federal, state 
or local regulations may not restrict the Company's present and possible 
future activities.  In the event that the Company is unable to comply with 
any such requirements, the Company could be subject to sanctions, which could 
have a materially adverse effect upon the Company's business.  See "Business 
-- Government Regulation -- General," and "Business --Casino Operations -- 
Current Operations."

Licensing: Loss of Gaming License

    The gaming industry is highly regulated by each of the states in which 
gaming is legal.  The regulations vary on a state by state basis, but 
generally require the operator, each owner of a substantial interest (usually 
5% or more) in the operator, members of the Board of Directors, each officer 
and all key personnel found suitable, and be approved, by the applicable 
governing body.
    
    The failure of any present, or future, person required to be approved to 
be, and remain qualified to hold a license could result in the loss of 
license.  In almost all instances, the governing body has broad discretion in 
granting, renewing and revoking licenses.  The loss or suspension of any 
license would have a material adverse effect on the Company.  The requirement 
that the governmental body approve substantial shareholders, directors, 
officers and key personnel could discourage, delay or prevent a change in 
control of the Company.

    The operations of the Jubilee Casino and the Jubilation Casino are 
regulated by the Mississippi Commission.  In October 1995, the Company's 
original licenses to operate the Jubilee Casino and the Jubilation Casino 
were renewed until December 1997.  Each Mississippi gaming license has a term 
of two years and is subject to renewal.  In July 1996, the Company began to 
implement its plans to close the Jubilation Casino during August 1996.  On 
July 16, 1996, operation of the Jubilation Casino was suspended in compliance 
with a directive of the Mississippi Commission which raised certain issues 
with regard to the operation of the Jubilation Casino and asserted that the 
working capital available to the Jubilation Casino was not sufficient.  On 
July 17, 1996, representatives of Jubilation Lakeshore met with the 
Mississippi Commission.  As a result of that meeting, the non-working capital 
issues raised by the Mississippi Commission have been resolved to the 
Mississippi Commission's satisfaction.  However, the Mississippi Commission 
required that the Jubilation Casino's working capital be increased.  This 
working capital requirement was reviewed by Jubilation Lakeshore in light of 
its previously announced plan to close the Jubilation Casino during August 
1996 and the costs which would be incurred to reopen the Jubilation Casino.  
Based on the review, Jubilation Lakeshore decided not to reopen the 
Jubilation Casino.  The Company's license to operate the Jubilation Casino 
was withdrawn.  The Company does not believe that the issues raised by the 
Mississippi Commission regarding the operation of the Jubilation Casino will 
adversely affect the license to operate the Jubilee Casino since the Jubilee 
Casino is operating in compliance with applicable regulations, including 
regulations relating to issues raised by the Mississippi Commission regarding 
the operation of the Jubilation Casino.  There can be no assurance, however, 
that the issues raised by the Mississippi Commission will not adversely 
affect the license, or the renewal of the license, to operate the

                                   21
Jubilee Casino, or any future licenses for which applications maybe submitted 
in Mississippi or elsewhere.  In the event the Mississippi Commission were to 
revoke or fail to renew the Company's license to operate the Jubilee Casino, 
the Company's operations and financial condition would be materially 
adversely affected.

    The Company recently withdrew its application in Colorado since the 
Company does not intend to proceed with the acquisition for which such 
license was required.

    The Company applied for a gaming license in Missouri in the early part of 
1995.  At present the Company cannot predict when a final determination will 
be made regarding its license application in Missouri since the Missouri 
gaming authority (the "Missouri Commission") makes such determination at its 
discretion and is not required to do so within a fixed period of time.  
However, based upon discussions with the Missouri Commission, the Company 
does not anticipate receiving a final determination with respect to its 
license application within the next six months.  The failure of the license 
to be granted could have a material adverse effect on the Company's expansion 
plans.  See "Business -- Casino Operations -- Development Activities."

4.  Defaults in Outstanding Indebtedness; Loan Covenants and Security 
    Interest.

    The Company has incurred substantial indebtedness in connection with its 
operations and the acquisition of its casino properties; a substantial 
portion of this indebtedness in presently held by Bryantston, an affiliate of 
the Company.  Substantially all of the Company's assets utilized in 
connection with its casino operations are pledged as security for these 
loans.  The various loan documents contain covenants and restrictions which 
may limit or interfere with, the operation of the Company's business.

    At June 30, 1997, the Company was in default of non-payment for (i) its 
mortgage notes payable aggregating approximately $11,456,000 for non-payment, 
(ii) the equipment notes relating to the Jubilation Casino aggregating 
approximately $8,269,000  for the breach of several loan covenants, and (iii) 
a loan payable to Bryanston of approximately $1,876,000 for non-payment.  The 
Company received a waiver of the defaults of the loan payable and the 
$7,800,000 mortgage note payable to Bryanston through December 31, 1997.

    In the event of a violation by the Company of any of the loan covenants, 
or upon the occurrence of any other events of default set forth in the loan 
documents, the lenders could exercise rights of foreclosure under the 
agreements, which would have a materially adverse effect on the Company's 
financial condition.

    While no default or acceleration has been declared by any of the lenders, 
no assurance can be given that a default will not be declared in the future.  
Declaration of a default would allow the lender whose indebtedness was in 
default to foreclose on any collateral for the loan and have a material 
adverse effect on the Company's business and operations.

5.  Intense Industry Competition; Mississippi Gaming Operations

    The Company believes that its major market area is approximately 150 
miles around the Jubilee Casino, based upon analysis of customer records 
completed by marketing and operational 

                                     22
employees at the site.  Within the market area of the Jubilee Casino there 
are presently 7 other casinos in operation and one additional casino in the 
planning stage.  The Company is unaware of any progress on the planning of 
this additional casino.  Two of the existing casinos are immediately adjacent 
to the Company's casino. Substantially all of these competitors have 
significantly greater financial, and other, resources than the Company and 
more experience in the gaming industry.  It is likely that the intense 
competition in the Company's market area may limit the profitability of its 
operations, or even render them unprofitable.

    In addition, the Company experienced declining revenues during the year 
ended December 31, 1995 with respect to the operation of the Jubilation 
Casino.  In management's opinion, this decline was due to the remote location 
of the Jubilation Casino and the increasing casino development in the Biloxi 
and Gulfport markets, which have proven more attractive to casino patrons.  
Due to the current level of competition and the anticipated increase in the 
competition around the Jubilation Casino, in July 1996, management began to 
implement its plans to close the Jubilation Casino during August 1996.  
Thereafter, on July 16, 1996 the Jubilation Casino was closed at the 
direction of the Mississippi Commission.  In view of the condition required 
to reopen and the earlier decision to close the Jubilation Casino, the 
Company determined not to reopen the Jubilation Casino.  See"Business 
--Casino Operations."

6.  Possible Insufficiency of Liability Insurance.

    The Company maintains and intends to continue to maintain general 
liability insurance in amounts which management believes will be sufficient 
to cover casualty risks associated with the operation of its business, 
including fire property damage, personal injury, liquor liability, etc.  At 
present, the Company is a defendant in one proceeding based upon the theory 
of "liquor liability" for the service of alcohol to a customer.  The Company 
believes that its exposure in this proceeding is adequately covered by the 
levels of insurance currently maintained.  There can be no assurance, 
however, that such insurance will be adequate to cover unanticipated 
liabilities.  See "Business -- Legal Proceedings."

7.  Taxation of Gaming Operations.

    The Company believes that the prospect of significant additional revenue 
through taxation is one of the primary reasons why jurisdictions legalize 
gaming.  As a result, gaming operators are typically subject to significant 
taxes and fees in addition to normal federal and state corporate income 
taxes, and such taxes and fees are subject to increase at any time.  Any 
material increase in these taxes or fees would adversely affect the results 
of operations of the Company.  Presently, the Company pays approximately 12% 
of gaming revenues in taxes and fees in Mississippi.

8.  Seasonal Fluctuations.
    
    The results of the casinos' operations have been seasonal, with the 
greatest activity occurring during the months of May through September.  
Consequently, the Company's operating results during the calendar quarters 
ending in December and March are not as profitable as those quarters ending 
in June and September, and losses result from time to time.  The seasonal 
nature of the casinos' operations increases the risk that natural disasters 
or the loss of the casinos for any other reason during the May through 
September period would have a material adverse effect on 

                                     23
the Company's financial condition and results of operations.

9.  Conflicts of Interest.

    Mrs. Beatrice Tollman, the spouse of Mr. Stanley S. Tollman, the Chairman 
of the Board, President and Chief Executive Officer of the Company, is one of 
the principal owners of Bryanston.  Certain conflicts of interest may arise 
with regard to the negotiation of agreements and business opportunities 
between the Company and Bryanston.  Furthermore, Stanley S. Tollman is one of 
the principal owners of the Tollman-Hundley Hotel Group (the "T-H Hotel 
Group"), the constituent companies of which own or manage hotel properties 
containing an aggregate of 5,593 rooms and which may be in direct competition 
with hotels that receive Management Services from the Company.  While Stanley 
S. Tollman and the T-H Hotel Group have entered into agreements with the 
Company pursuant to which each has agreed that any opportunity to provide 
Management Services to hotel properties owned by third-parties will be 
offered first to the Company for a period of five years commencing September 
1, 1993 and the Company has established a policy that any agreements between 
the Company and Bryanston or the T-H Hotel Group must be approved by a 
majority of disinterested members of the Company's Board of Directors, there 
can be no assurance that conflicts of interest will not arise among such 
parties and the Company.

10. Dependence upon Key Personnel; Absence of Full-Time Management.

    The success of the Company is largely dependent upon the personal efforts 
of Mr. Stanley S. Tollman, its President and Chief Executive Officer.  The 
Company does not maintain and does not intend to obtain a key employee life 
insurance policy on the life of Mr. Stanley S. Tollman.  Although Mr. Stanley 
S. Tollman is only required to devote approximately 20% of his business time 
to the operations of the Company, the loss of the services of Mr. Stanley S. 
Tollman would have a material adverse effect on the prospects of the Company. 
 In addition, although the casino operations are managed by full-time 
personnel, the Company and its hotel management operations are managed by 
individuals who also work for Bryanston."  See "Management" and "Certain 
Transactions -- Bryanston."

11. No Assurance of Public Market for Securities.

    Although the Company's Common Stock is quoted on NASDAQ and listed on the 
Boston Stock Exchange, there can be no assurance that the Company will be 
able to maintain such quotation or listing, or that, if maintained, a 
significant public market will be sustained. For continued listing on NASDAQ, 
a company, among other things, must have at least $2,000,000 in net tangible  
assets, and the listed security must have a minimum bid price of $1.00 per 
share.  The Boston Stock Exchange's  maintenance criteria require the Company 
to have total assets of at least $1,000,000 and total stockholders' equity of 
at least $500,000.  At June 30, 1997 (unaudited), the Company had 
stockholders' equity of approximately $1,005,000 and assets of $41,002,000.  
The Company has continued to operate at a loss through the date of this 
Prospectus.

    In the event the Common Stock were delisted from NASDAQ, trading, if any, 
would be conducted on the Boston Stock Exchange and in the over-the-counter 
market on the NASD's electronic bulletin board, in what are commonly referred 
to as the "pink sheets."  As a result, an investor may find it more difficult 
to dispose of, or to obtain accurate quotations as to the price 

                                     24
of, the Company's securities.  In addition, the Common Stock would be subject 
to Rules 15g1-15g6 promulgated under the Securities Exchange Act of 1934 (the 
"Exchange Act") that impose additional sales practice requirements on 
broker-dealers who sell such securities to persons other than established 
customers and accredited investors (generally, a person with assets in excess 
of $1,000,000 or annual income exceeding $200,000 or $300,000 together with 
his or her spouse).  For transactions covered by these rules, the 
broker-dealer must make a special suitability determination for the purchaser 
and have received the purchaser's written consent to the transaction prior to 
sale. Consequently, these rules may affect the ability of broker-dealers to 
sell the Company's securities and may affect the ability of purchasers in the 
Offering to sell their securities in the secondary market.

    The Commission has also adopted regulations that define a "penny stock" 
to be any equity security that has a market price (as defined) of less than 
$5.00 per share or an exercise price of less than $5.00 per share, subject to 
certain exception.  For any transaction involving a penny stock, unless 
exempt, the regulations require the delivery, prior to the transaction, of a 
disclosure schedule prepared by the Commission relating to the penny stock 
market.  The broker-dealer must also disclose the commissions payable to both 
the broker-dealer and the registered representative, current quotations for 
the securities and, if the broker-dealer is the sole market-maker, the 
broker-dealer must disclose this fact and the broker-dealer's presumed 
control over the market.  Finally, monthly statements must be sent disclosing 
recent price information for the penny stock held in the account and 
information on the limited market in penny stocks.

    While many NASDAQ-listed securities are covered by the definition of 
penny stock, transactions in a NASDAQ-listed security are exempt from all but 
the sole market-maker provision for (i) issuers who have $2,000,000 in 
tangible assets ($5,000,000 if the issuer has not been in continuous 
operation for three years), (ii) transactions in which the customer is an 
institutional accredited investor, or (iii) transactions that are not 
recommended by the broker-dealer.  In addition, transactions in a NASDAQ 
security directly with a NASDAQ market-maker for such security are subject 
only to the sole market-maker disclosure, and the disclosure with respect to 
commissions to be paid to the broker-dealer and the registered representative.

    Finally, all NASDAQ securities would be exempt from the recently-adopted 
regulations regarding penny stocks if NASDAQ raised its requirements for 
continued listing so that any issuer with less than $2,000,000 in net 
tangible assets or stockholders' equity would be subject to delisting.  These 
criteria are more stringent than the current NASDAQ maintenance requirements.

12. Shares Eligible for Future Sale May Adversely Affect the Market.

    The Company has 25,000,000 shares of Common Stock authorized, of which 
14,049,000 are issued and outstanding.  In addition, 409,000 shares may be 
issued upon the exercise of outstanding and currently exercisable options.

    Of the 14,049,000 shares of Common Stock currently issued and 
outstanding, 4,654,443 shares of Common Stock are "restricted securities," as 
that term is defined under Rule 144 promulgated under the Securities Act, in 
that such shares were issued and sold by the Company in transactions not 
involving a public offering and are, as of November 5, 1995, eligible for 
sale under Rule 144.  In general, under Rule 144 as currently in effect, 
subject to the satisfaction of 

                                     25
certain other conditions, a person, including an affiliate of the Company, 
after at least two years have elapsed from the sale by the Company or any 
affiliate of the restricted securities, can (along with any person with whom 
such individual is required to aggregate sales) sell, within any three-month 
period, a number of shares of restricted securities that does not exceed the 
greater of 1% of the total number of outstanding shares of the same class, 
or, if the Common Stock is quoted on NASDAQ or a national securities 
exchange, the average weekly trading volume during the four calendar weeks 
preceding the sale.  A person who has not been an affiliate of the Company 
for at least three months, after at least three years have elapsed from the 
sale by the Company or an affiliate of the restricted securities, is entitled 
to sell such restricted shares under Rule 144 without regard to any of the 
limitations described above.  The 4,654,443 shares are eligible for sale 
pursuant to Rule 144 by affiliates of the Company who are restricted as to 
the number of securities they can sell during any three-month period.  
Possible or actual sales of such Common Stock by stockholders of the Company 
under Rule 144 may have a depressive effect upon the price of the Common 
Stock, and could also render difficult the sales of Common Stock by 
investors.  See "Description of Securities."

13. Possible Adverse Effect of Issuance of Preferred Stock.

    The Company's Certificate of Incorporation authorizes the issuance of 
1,000,000 shares, par value $.01 per share, of "blank check" preferred stock 
(the "Preferred Stock") with such designations, rights and preferences as 
maybe determined from time to time by the Board of Directors.  The Company 
has outstanding 738,163 shares of Series B Preferred Stock which is 
convertible into Common Stock and still has 261,837 shares of Preferred Stock 
available for issuance. Accordingly, the Board of Directors is empowered, 
without stockholder approval, to issue the remaining Preferred Stock, or any 
Preferred Stock which becomes authorized but unissued after conversion into 
Common Stock, with dividend, liquidation, conversion, voting or other rights 
that could adversely affect the voting power or other rights of the holders 
of the Common Stock. The Preferred Stock could be utilized under certain 
circumstances, as a method of discouraging, delaying or preventing a change 
in control of the Company.  There can be no assurance that additional shares 
of Preferred Stock of the Company will not be issued at some time in the 
future.

14. Other Possible Adverse Effects of Preferred Stock

    The Company has 738,163 shares of Series B Preferred Stock outstanding.  
These shares were issued to Bryanston and BP Group, Ltd. ("BP"), a 
corporation wholly-owned by Ms. Patricia Cohen, a director of the Company  in 
connection with the conversion of indebtedness owed by the Company to them.  
Each share of outstanding Series B Preferred Stock (i) entitles the holder to 
one vote; (ii) has a liquidation value of $29 per share; (iii) has a cash 
dividend rate of 10% of liquidation value, payable quarterly, which increases 
to 13% of liquidation value if the cash dividend is not paid within 30 days 
of the end of each fiscal year and in such event is payable in Common Stock 
valued at the then market price, and (iv) is convertible into eight shares of 
Common Stock.  There are presently three debt instruments which prohibit the 
payment of cash dividends.  Therefore, the Company, until payment in full of 
such indebtedness, will be required to pay a 13% Series B Preferred Stock 
dividend in Common Stock.

    The conversion of Series B Preferred Stock into Common Stock and/or the 
issuance of 

                                     26
Common Stock in payment of the Series B Preferred Stock dividend, may dilute 
the value of the outstanding shares of Common Stock, may adversely affect the 
Company's ability to obtain equity capital, and, if such Common Stock was 
sold in the public market, when permitted by law, may adversely affect the 
market price of the Common Stock.

                                     27
USE OF PROCEEDS

    The Company will not receive any proceeds from the Selling Stockholders' 
sale of shares of Common Stock.

                                     28
SELLING STOCKHOLDERS

    The Selling Stockholders acquired the Shares in connection with the 
Consulting Agreement.
  
    The following table sets forth (a) the name of the Selling Stockholder, 
(b) the number of shares of Common Stock beneficially owned by each of the 
Selling Stockholders as of October 2, 1997; (c) the number of Shares being 
offered by each Selling Stockholder, and (d) the number of Shares of Common 
Stock outstanding to be beneficially owned by each Selling Stockholder 
following this Offering, assuming the sale pursuant to this Offering or 
otherwise of all of the Shares that are the subject of the Registration 
Statement of which this Prospectus forms a part.  There can be no assurance, 
however, that the Selling Stockholders will sell any or all of the Shares 
offered hereunder.

  Selling         Beneficial         Shares          Shares Owned
Stockholders      Ownership      Offered Hereby     After Offering
------------      ----------     --------------     --------------

Jay Kaplowtiz      21,000           21,000               0
Wesley Fredericks   6,000            6,000               0
Arthur Marcus       6,000            6,000               0
Fredric Gruder      3,000            3,000               0

                                     29
PLAN OF DISTRIBUTION

    The Shares offered hereby are being sold by the Selling Stockholders each 
acting as a principal for its own account.  The distribution of the Shares by 
the Selling Stockholders may be effected from time to time in ordinary 
brokerage transactions in the over-the-counter market at market prices 
prevailing at the time of sale or in one or more negotiated transactions at 
prices acceptable to the Selling Stockholders.  The brokers or dealers 
through or to whom the Shares may be sold may be deemed underwriters of the 
Shares within the meaning of the Securities Act, in which event all brokerage 
commissions or discounts and other compensation received by such brokers or 
dealers may be deemed to be underwriting compensation.  The Company will bear 
all expenses of the offering, except that the Selling Stockholders will pay 
any applicable brokerage fees or commissions and transfer taxes.  In order to 
comply with the securities laws of certain states, if applicable, the Shares 
will be sold only through registered or licensed brokers or dealers.  In 
addition, in certain states, the Shares may not be sold unless they have been 
registered or qualified for sale in such state or an exemption from such 
registration or qualification requirement is available and is complied with.

                                     30
INDEMNIFICATION OF OFFICERS AND DIRECTORS

    The Delaware General Corporation Law permits Delaware corporations to 
eliminate or limit the personal liability of a director to the corporation 
for monetary damages arising from certain breaches of fiduciary duties as a 
director.  The Company's Certificate of Incorporation includes such a 
provision eliminating the personal liability of directors to the Company and 
its stockholders for monetary damages for breach of fiduciary duty as a 
director, except (i) any breach of a director's duty of loyalty to the 
Company or its stockholders; (ii) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law; (iii) for 
any transaction from which the director derived an improper personal benefit; 
or (iv) for unlawful payments of dividneds or unlawful stock repurchases or 
redemptions as provided in Section 174 of the Delaware General Corporation 
Law.  Directors are also not insulated from liability for claims arising 
under the federal securities laws.  The foregoing provisions of the Company's 
Certificate of Incorporation may reduce the likelihood of derivative 
litigation against directors for breaches of their fiduciary duties, even 
though such an action, if successful, might otherwise have benefitted the 
Company and its stockholders.

    The Company's Certificate of Incorporation also provides that the Company 
shall indemnify its directors, officers and agents to the fullest extent 
permitted by the Delaware General Corporation Law.  The Company does not have 
directors' and officers' liability insurance but may secure such insurance in 
the future.  Furthermore, the Company may enter into indemnity agreements 
with its directors and officers for the indemnification of and advancing of 
expenses to such persons to the fullest extent permitted by law.

                               LEGAL MATTERS

    Certain legal matters, including the legality of the issuance of the 
Shares being offered hereby are being passed upon for the Company by Gersten, 
Savage, Kaplowitz, Fredericks & Curtin, LLP, 101 East 52nd Street, New York, 
New York 10022, special counsel to the Company.  The Selling Stockholders are 
each members of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP. 

                                  EXPERTS        

    The financial statements included in this Prospectus have been audited by 
Rothstein, Kass & Company, P.C., independent certified public accountants, 
Roseland, New Jersey, to the extent and for the periods set forth in their 
reports appearing elsewhere herein, and are included in reliance upon such 
report given upon the authority of said firm as experts in auditing and 
accounting.

                                     31
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

    The following documents filed by Alpha Hospitality Corporation (the 
"Company") with the Commission are incorporated herein by reference:

    (1)  The Company's Registration Statement on Form SB-2, as amended (File 
         No. 33-64236).  

    (2)  Annual Report on Form 10-K for the year ended December 31, 1996.

    (3)  The Company's Registration Statement on Form S-1, declared effective 
         by the SEC on August 8, 1996 (File No. 333-3606).

    (4)  Post-Effective Amendment No. 1 to the Company's Registration Statement
         on Form S-1, declared effective by the SEC on January 31, 1997 (File 
         No. 333-3606).

    (5)  Quarterly Report on Form 10-Q for the period ended March 31, 1997.

    (6)  Quarterly Report on Form 10-Q for the periods ended June 30, 1997.

    In addition to the foregoing, all documents subsequently filed by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment 
indicating that all of the securities offered hereunder have been sold or 
deregistering all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be part 
hereof from the date of filing of such documents.  

    Any statement contained in a document incorporated by reference in this 
Registration Statement shall be deemed to be modified or superseded for 
purposes of this Registration Statement to the extent that a statement 
contained herein or in any subsequently filed document that is also 
incorporated by reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  
All information appearing in this Registration Statement is qualified in its 
entirety by the information and financial statements (including notes 
thereto) appearing in the documents incorporated herein by reference, except 
to the extent set forth in the immediately preceding statement.

    The Company will provide without charge to each person to whom a copy of 
a Section 10(a) Prospectus hereunder is delivered, upon the oral or written 
request of such person, a copy of any document incorporated in this 
Registration Statement by reference, except exhibits to such documents.  
Requests for such information should be directed to Alpha Hospitality 
Corporation, 

                                    II-1
12 East 49th Street, New York, New York 10017, Attention: Corporate 
Secretary, telephone number (212) 750-3500.

Item 4.  Description of Securities

    The Common Stock of the Company is registered under Section 12 of the 
Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel

    Certain legal matters, including the legality of the issuance of the 
shares of Common Stock, are being passed upon for the Company by Gersten, 
Savage, Kaplowitz, Fredericks & Curtin, LLP, 101 East 52nd Street, New York, 
New York 10022, special counsel to the Company.  

    The financial statements included in this Prospectus have been audited by 
Rothstein, Kass & Company, P.C., independent certified public accountants, 
Roseland, New Jersey, to the extent and for the periods set forth in their 
reports appearing elsewhere herein, and are included in reliance upon such 
report given upon the authority of said firm as experts in auditing and 
accounting.

Item 6.  Indemnification of Directors and Officers

    Article Sixth of the Company's Certificate of Incorporation contains the 
following provision with respect to indemnification of directors and 
officers:  

    A.   A Director of the Corporation shall not be personally liable to the 
    Corporation or its stockholders for monetary damages for breach of 
    fiduciary duty as a director, except for liability (i) for any breach of 
    the directors' duty of loyalty to the Corporation or its stockholders, 
    (ii) for acts or omissions not in good faith or which involve intentional 
    misconduct or a knowing violation of law, (iii) under Section 174 of the 
    GCL (General Corporation Law of the State of Delaware), or (iv) for any 
    transaction from which the director derived an improper personal benefit. 
     If the GCL is amended to authorize corporate action further eliminating 
    or limiting the personal liability of directors, then the liability of a 
    director of the Corporation shall be eliminated or limited to the fullest 
    extent permitted by the GCL, as so amended.  Any repeal or modification 
    of this Paragraph A by the stockholders of the Corporation shall not 
    adversely affect any right or protection of a director of the Corporation 
    with respect to events occurring prior to the time of such repeal or 
    modification.

    B.   (1) Each person who was or is made a party or is threatened to be 
    made a party to or is involved in any action, suit, or proceeding, 
    whether civil, criminal, administrative or investigative (hereinafter a 
    "proceeding"), by reason of the fact that he or she or a person of whom 
    he or she is the legal representative is or was a director, officer, 
    employee or agent of the Corporation or is or was serving at the request 
    of the Corporation, as a director, officer or employee or agent of 
    another corporation or of a partnership, joint venture, trust or other 
    enterprise, including service with respect to employee benefit plans, 
    whether the basis of such proceeding is alleged action in an official 
    capacity as a director, 

                                    II-2
officer, employee or agent or in any capacity while serving as a 
    director, officer, employee or agent, shall be indemnified and held 
    harmless by the Corporation to the fullest extent authorized by the GCL 
    as the same exists or may hereafter be amended (but, in the case of any 
    such amendment, only to the extent that such amendment permits the 
    Corporation to provide broader indemnification rights than said law 
    permitted the Corporation to provide prior to such amendment), against 
    all expense, liability and loss (including attorneys' fees, judgments, 
    fines, ERISA excise taxes or penalties and amounts paid or to be paid in 
    settlement) reasonably incurred or suffered by such person in connection 
    therewith and such indemnification shall continue as to a person who has 
    ceased to be a director, officer, employee or agent and shall inure to 
    the benefit of his or her heirs, executors and administrators; provided, 
    however, that except as provided in paragraph (2) of this paragraph B 
    with respect to proceedings seeking to enforce rights to indemnification, 
    the Corporation shall indemnify any such person seeking indemnification 
    in connection with a proceeding (or part thereof) initiated by such 
    person only if such proceeding (or part thereof) was authorized by the 
    Board of Directors of the Corporation.  The right to indemnification 
    conferred in this Paragraph B shall be a contract right and shall include 
    the right to be paid by the Corporation the expenses incurred in 
    defending any such proceeding in advance of its final disposition; 
    provided, however, that if the GCL requires, the payment of such expenses 
    incurred by a director or officer in his or her capacity as a director or 
    officer (and not in any other capacity) in which service was or is 
    rendered by such person while a director or officer, including, without 
    limitation, service to an employee benefit plan in advance of the final 
    disposition of a proceeding, shall be made only upon delivery to the 
    Corporation of an undertaking by or on behalf of such director or officer 
    to repay all amounts so advanced if it shall ultimately be determined 
    that such director or officer is not entitled to be indemnified under 
    this Paragraph B or otherwise.

              (2)  If a claim under paragraph (1) of this Paragraph B is not 
    paid in full by the Corporation within thirty days after a written claim 
    has been received by the Corporation, the claimant may at any time 
    thereafter bring suit against the Corporation to recover the unpaid 
    amount of the claim and, if successful in whole or in part, the claimant 
    shall be entitled to be paid also the expense of prosecuting such claim.  
    It shall be a defense to any such action (other than an action brought to 
    enforce a claim for expenses incurred in defending any proceeding in 
    advance of its final disposition where the required undertaking, if any 
    is required, has been tendered to the Corporation) that the claimant has 
    not met the standards of conduct which make it permissible under the GCL 
    for the Corporation to indemnify the claimant for the amount claimed but 
    the burden of proving such defense shall be on the Corporation.  Neither 
    the failure of the Corporation (including its Board of Directors, 
    independent legal counsel or stockholders) to have made a determination 
    prior to the commencement of such action that indemnification of the 
    claimant is proper in the circumstances because he or she has met the 
    applicable standard of conduct set forth in the GCL, nor an actual 
    determination by the Corporation (including its Board of Directors, 
    independent legal counsel or stockholders) that the claimant has not met 
    such applicable standard of conduct, shall be a defense to the action or 
    create a presumption that the claimant has not met the applicable 
    standard of conduct.

              (3)  The right to indemnification and the payment of expenses 
    in defending any proceeding in advance of its final disposition conferred 
    in this Paragraph B 

                                    II-3
shall not be exclusive of any other right which any person may have or 
    hereafter acquire under any statute, provision of the certificate of 
    incorporation, By-Laws, agreement, vote of stockholders or disinterested 
    directors or otherwise.

              (4)  The Corporation may maintain insurance, at its expense, to 
    protect itself and any director, officer, employee or agent of the 
    Corporation or another corporation, partnership, joint venture, trust or 
    other enterprise against any expense, liability or loss, whether or not 
    the Corporation would have the power to indemnify such person against 
    such expense, liability or loss under the GCL.

              (5)  The Corporation may, to the extent authorized from time to 
    time by the Board of Directors, grant rights to indemnification, and 
    rights to be paid by the Corporation for the expenses incurred in 
    defending any proceeding in advance of its final disposition, to any 
    agent of the Corporation to the fullest extent of the provisions of this 
    Paragraph B with respect to the indemnification and advancement of 
    expenses of directors, officers and employees of the Corporation.

    Section 145 of the General Corporation Law of Delaware contains 
provisions entitling directors and officers of the Company to indemnification 
from judgments, fines, amounts paid in settlement and reasonable expenses, 
including attorneys' fees, as the result of an action or proceeding in which 
they may be involved by reason of being or having been a director or officer 
of the Company provided said officers or directors acted in good faith.

    The Certificate of Incorporation and By-laws of the Company provide that 
the Company shall indemnify to the fullest extent permitted by Delaware law 
any person whom it may indemnify thereunder, including directors, officers, 
employees and agents of the Company. Such indemnification (other than as 
ordered by a court) shall be made by the Company only upon a determination 
that indemnification is proper in the circumstances because the individual 
met the applicable standard of conduct.  Advances for such indemnification 
may be made pending such determination.  Such determination shall be made by 
a majority vote of a quorum consisting of disinterested directors, or by 
independent legal counsel or by the stockholders.  In addition, the 
Certificate of Incorporation provides for the elimination, to the extent 
permitted by Delaware law, of personal liability of directors to the Company 
and its stockholders for monetary damages for breach of fiduciary duty as 
directors.

    The Company has also agreed to indemnify each director and executive 
officer pursuant to an Indemnification Agreement with each such director and 
executive officer from and against any and all expenses, losses, claims, 
damages and liability incurred by such director or executive officer for or 
as a result of action taken while such director or executive officer was 
acting in his capacity as a director, officer, employee or agent of the 
Company.  

    Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (the "Act") may be permitted to directors, officers and 
controlling persons of the Company pursuant to the foregoing provisions, or 
otherwise, the Company has been advised that in the opinion of the Commission 
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable. In such event that a claim for indemnification 
against such liabilities (other than the payment by the Company of expenses 
incurred or paid by a director, officer or controlling 

                                   II-4
person of the Company in the successful defense of any action, suit or 
proceeding) is asserted by such director, or officer or controlling person in 
connection with the securities being registered, the Company will, unless in 
opinion of counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

5        Opinion of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP

10.1     Consulting Agreement dated August 26, 1997 by and among the Company 
         and Jay M. Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and 
         Fredric J. Gruder.

24.1     Consent of Rothstein, Kass & Company, P.C.

24.2     Consent of Gersten, Savage, Kaplowitz, Fredericks  & Curtin (included 
         in Exhibit 5).

Item 9.  Undertakings

    The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a 
    post-effective amendment to this registration statement:

    (i)  To include any prospectus required by section 10(a)(3) of the 
         Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
         effective date of the registration statement (or the most recent 
         post-effective amendment thereof) which, individually or in the 
         aggregate, represent a fundamental change in the information set 
         forth in the registration statement;

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the registration statement 
         or any material change to suit information in the registration 
         statement.

                                    II-5
provided, however, that paragraphs 9a)(1)(i) and (a)(1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the small business 
issuer pursuant to Section 15(d) of the Securities Exchange Act of 1934 that 
are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities 
    Act of 1933, each such post-effective amendment shall be deemed to be a 
    new registration statement relating to the securities offered therein, 
    and the offering of such securities at that time shall be deemed to be 
    the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of 
    the securities being registered which remain unsold at the termination of 
    the offering.

(4) Insofar as indemnification for liabilities arising under the Securities 
    Act of 1933 may be permitted to directors, officers and controlling 
    persons of the small business issuer pursuant to any charter provision, 
    by-law contract arrangements statute, or otherwise, the registrant has 
    been advised that in the opinion of the Securities and Exchange 
    Commission such indemnification is against public policy as expressed in 
    the Act and is, therefore, unenforceable.  In the event that a claim for 
    indemnification against such liabilities (other than the payment by the 
    small business issuer in the successful defense of any action, suit or 
    proceeding) is asserted by such director, officer or controlling person 
    in connection with the securities being registered, the small business 
    issuer will, unless in the opinion of its counsel the matter has been 
    settled by controlling precedent, submit to a court of appropriate 
    jurisdiction the question whether such indemnification by it is against 
    public policy as expressed in the Act and will be governed by the final 
    adjudication of such issue.

                                    II-6
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the     
Registrant certifies that it has reasonable grounds to believe that it     
meets all of the requirements for filing on Form S-8 and has duly caused     
this Registration Statement to be signed on its behalf by the undersigned     
thereunto duly authorized in the City of New York, State of New York on     
the 3rd day of October, 1997.

                                  ALPHA HOSPITALITY CORPORATION

                                  By: /s/ Stanley S. Tollman
                                     --------------------------
                                     Stanley S. Tollman, 
                                     Co-Chief Executive Officer 

    KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature 
appears below constitutes and appoints Stanley S. Tollman, his or her true 
and lawful attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him or her and in his or her name, place and stead, in 
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same and all exhibits thereto, and all documents in connection therewith, 
with the Securities and Exchange Commission, granting said attorney-in-fact 
and agent, full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and agent, or her 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.     

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Signature                   Title                                Date
---------                   -----                                ----

/s/ Stanley S. Tollman                                                  
----------------------      Chairman of the Board           October 2, 1997
Stanley S. Tollman          and Co-Chief Executive
                            Officer (Principal Executive
                            Officer)

/s/ Sanford Freedman
---------------------       Vice President, Secretary       October 3, 1997
Sanford Freedman            and Director

/s/ James A. Cutler
-------------------         Treasurer and Chief Financial   October 2, 1997
James A. Cutler             Officer (Principal Financial 
                            Officer and Principal Accounting 
                            Officer

/s/ Brett G. Tollman
-------------------         Vice President and Director     October 2, 1997
Brett G. Tollman

/s/ Thomas W. Aro
-------------------         Vice President and Director     October 2, 1997
Thomas W. Aro

-------------------         Director                        October __, 1997
Patricia Cohen

-------------------         Director                        October __, 1997
Matthew B. Walker

                                    II-7
EXHIBIT INDEX

5        Opinion of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP.

10.1     Consulting Agreement dated August 26, 1997 by and among the Company 
         and Jay M. Kaplowitz, Wesley C. Fredericks, Jr., Arthur S. Marcus and 
         Fredric J. Gruder.

24.1     Consent of Rothstein, Kass & Company, P.C.

24.2     Consent of Gersten, Savage, Kaplowitz, Fredericks & Curtin, LLP
         (included in Exhibit 5)

                                    II-8