Rule 424(b)(3)
Registration Statement 333-96667
PROSPECTUS SUPPLEMENT
DATED JANUARY 27, 2003
TO
PROSPECTUS DATED JULY 30, 2002
_______________________________________
ALPHA HOSPITALITY CORPORATION
_______________________________________
This Prospectus Supplement, dated January 27, 2003
("Supplement"), supplements that certain Prospectus dated July
30, 2002 (the "Prospectus") and should be read in conjunction
with such Prospectus. All capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed to them in
the Prospectus.
The section of the Prospectus captioned "Plan of
Distribution" is amended and restated as set forth below.
PLAN OF DISTRIBUTION
The selling shareholders, or their respective pledgees,
donees, transferees, or any of their successors in interest
selling shares received from a named selling shareholder as a
gift, partnership distribution or other non-sale related transfer
after the date of this prospectus (all of whom may be selling
shareholders), may sell the securities from time to time on any
stock exchange or automated interdealer quotation system on which
the securities are listed or quoted, in the over-the-counter
market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices
or at prices otherwise negotiated.
The selling shareholders may sell the securities by one or
more of the following methods, without limitation:
block trades in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
purchases by a broker or dealer as principal and resale by
the broker or dealer for its own account pursuant to this
prospectus, including resale to another broker or dealer;
an exchange distribution in accordance with the rules of any
stock exchange on which the securities are listed;
ordinary brokerage transactions and transactions in which
the broker solicits purchases;
privately negotiated transactions;
short sales;
through the writing of options on the securities, whether or
not the options are listed on an options exchange;
through the distribution of the securities by any selling
shareholders to its partners, members or stockholders;
one or more underwritten offerings on a firm commitment or
best efforts basis; and
any combination of any of these methods of sale.
The distribution of the shares may be effected from time to
time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices.
The selling shareholders may engage brokers and dealers, and
any brokers or dealers may arrange for other brokers or dealers
to participate in effecting sales of the securities. These
brokers, dealers or underwriters may act as principals, or as an
agent of a selling shareholder. Broker-dealers may agree with a
selling shareholder to sell a specified number of the securities
at a stipulated price per security. If the broker-dealer is
unable to sell securities acting as agent for a selling
shareholder, it may purchase as principal any unsold securities
at the stipulated price. Broker-dealers who acquire securities as
principals may thereafter resell the securities from time to time
in transactions in any stock exchange or automated interdealer
quotation system on which the securities are then listed or
quoted, at prices and on terms then prevailing at the time of
sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block
transactions and sales to and through broker-dealers, including
transactions of the nature described above. Assuming that
required holding periods and other criteria are satisfied, the
selling shareholders may also sell the securities in accordance
with Rule 144 under the Securities Act of 1933 rather than
pursuant to this prospectus, regardless of whether the securities
are covered by this prospectus.
To the extent required under the Securities Act of 1933, the
aggregate amount of any selling shareholder securities being
offered and the terms of the offering, the names of any agents,
brokers, dealers or underwriters and any applicable commission
with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of the
securities may receive compensation in the form of underwriting
discounts, concessions, commissions or fees from a selling
shareholder and/or purchasers of selling shareholders'
securities, for whom they may act
(which compensation as to a
particular broker-dealer might be in excess of customary
commissions).
The selling shareholders and any underwriters, brokers,
dealers or agents that participate in the distribution of the
securities may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, and any discounts, concessions,
commissions or fees received by them and any profit on the resale
of the securities sold by them may be deemed to be underwriting
discounts and commissions.
The selling shareholders may enter into hedging transactions
with third parties, which may in turn engage in short sales of
the securities in the course of hedging the position they assume.
The selling shareholders may also enter into short positions or
other derivative transactions relating to the securities, or
interests in the securities, and deliver the securities, or
interests in the securities, to close out their short or other
positions or otherwise settle short sales or other transactions,
or loan or pledge the securities, or interests in the securities,
to third parties that in turn may dispose of these securities.
Shares may also be offered and sold, if so indicated in the
related prospectus supplement, in connection with a remarketing
upon their purchase, in accordance with a redemption or repayment
in connection with their terms, or otherwise, by one or more
remarketing firms, acting as principals for their own accounts or
as agents for Alpha or the selling shareholders. Any remarketing
firm will be identified and the terms of its agreement, if any,
with Alpha or the selling shareholders and its compensation will
be described in a related prospectus supplement. Remarketing
firms may be deemed to be underwriters, as that term is defined
in the Securities Act of 1933, in connection with the shares
remarketed by them.
The selling shareholders and other persons participating in
the sale or distribution of the securities will be subject to
applicable provisions of the Securities Exchange Act of 1934, and
the rules and regulations thereunder, including Regulation M.
Under those rules and regulations, they:
may not engage in any stabilization activity in connection
with our securities;
must furnish each broker which offers common stock covered
by this prospectus with the number of copies of this prospectus
which are required by each broker; and
may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act of 1934.
We will not receive any proceeds from the sale of the
shares. We will pay the expenses of preparing this prospectus and
the related registration statement.
We can not assure you that the selling shareholders will
sell all or any portion of the securities offered hereby.
All provisions of the Prospectus not specifically amended by
this Supplement remain in full force and effect.
Please insert this Supplement into your Prospectus and
retain both this Supplement and the Prospectus for future
reference. If you would like to receive a copy of the Prospectus
please write to Alpha Hospitality Corporation's Corporate
Secretary at 707 Skokie Boulevard, Suite 600, Northbrook, IL
60062 or call (847) 418-3804.