Rule 424(b)(3)
Registration Statement 333-90611
PROSPECTUS SUPPLEMENT
DATED MARCH 19, 2003
TO
PROSPECTUS DATED NOVEMBER 9, 1999
_______________________________________
ALPHA HOSPITALITY CORPORATION
_______________________________________
This Prospectus Supplement, dated March 19, 2003 (the
"Supplement"), supplements that certain Prospectus dated November
9, 1999 (the "Prospectus") and should be read in conjunction with
such Prospectus.
SELLING SHAREHOLDERS
The following information amends and restates the "Selling
Stockholders" section of the Prospectus:
The shares of common stock offered in this prospectus are
being registered for re-offers and re-sales by selling
shareholders of Alpha who may acquire the shares upon the
exercise of options granted under the 1993 and 1998 stock option
plans. The selling shareholders may resell all or some of the
shares that they may acquire upon exercise of options under
either of the plans. They will be eligible to sell those shares
whether or not they presently have the intention to do so. The
table below assumes that all of the shares being offered will be
sold, but we cannot assure you that the selling shareholders will
sell all or any of their shares.
The following table sets forth, as of February 20, 2003,
certain information with respect to the beneficial ownership of
our common stock by the selling shareholders named in it. As of
February 14, 2003, there were 4,928,117 shares of common stock
issued and outstanding. The column under the heading "Number of
shares beneficially owned prior to offering" includes all shares
owned by the named person, shares issuable upon exercise of
warrants and shares that he or she may acquire upon exercise of
options under the 1993 and 1998 stock option plans.
Name Number of Number of Number of Percentage
Shares Shares Shares of
Beneficia Being Beneficially Outstanding
lly Owned Offered Owned common
Prior to After stock
Offering Offering After
Offering
Robert A. Berman(1) 2,850,500 97,516 2,751,984 55.8%
(2)
Scott A. 128,962(4) 99,016 29,946 *
Kaniewski(3)
Thomas Aro(5) 50,000(6) 50,000 0 0
Paul deBary(7) 61,103(8) 19,000 42,103 *
Thomas Puccio(9) 19,000(10) 19,000 0 0
William Hopson(11) 20,500(12) 20,500 0 0
Morad Tahbaz(13) 17,500(14) 17,500 0 0
Jay Holt(15) 19,000(16) 19,000 0 0
______________
* less than 1%
(1) Robert A. Berman has served as a director and Chief
Executive Officer of Alpha since February 2002.
(2) Consists of 390,127 shares owned by Robert A. Berman, 97,516
shares issuable upon the exercise of options, 2,326,857 shares
owned by Bryanston Group, Inc. ("Bryanston") and 66,000
shares owned by Beatrice Tollman (with respect to such shares
owned by Bryanston and Beatrice Tollman, Robert A. Berman has
exclusive voting rights for a three year period. Robert A. Berman
disclaims beneficial ownership of any of the shares owned by
Bryanston and Beatrice Tollman for any purpose other than
voting). Debbie N. Berman, the wife of Robert A. Berman, has sole
power to vote or to direct the vote and sole power to dispose or
to direct the disposition of 4,090 shares. Robert A. Berman
disclaims beneficial ownership of such shares. Debbie N. Berman
and Philip Berman, the brother of Robert A. Berman are co-
trustees for the Berman Family Trust, which owns 12,272 shares
and have joint power to vote or to direct the vote and joint
power to dispose or to direct the disposition of the shares.
Robert A. Berman disclaims beneficial ownership of such shares.
(3) Scott A. Kaniewski has served as a director of Alpha since
February 2002 and the Chief Financial Officer of Alpha since May
2002.
(4) Consists of 1,440 shares owned by Scott A. Kaniewski, 28,506
shares owned by the Kaniewski Family Limited Partnership, which
he is the general partner and a 1% limited partner (with respect
to which Mr. Kaniewski has sole voting and disposition rights)
and 99,016 shares issuable upon the exercise of options. Scott A.
Kaniewski disclaims beneficial ownership of the 28,221 shares
owned by the Kaniewski Family Limited Partnership for any other
purposes other than voting and dispositive powers. Does not
include 34,552 shares owned by the KFP Trust whose sole trustee
is Stacey B. Kaniewski, the wife of Scott A. Kaniewski. Stacey
B. Kaniewski has sole power to vote or direct the vote and sole
power to dispose or direct the disposition of these shares. Scott
A. Kaniewski disclaims beneficial ownership of the shares owned
by the KFP Trust.
(5) Thomas W. Aro has served as a director of Alpha since
February 1, 1994, and as Vice President of Alpha since its
formation in 1993 and as Secretary of Alpha since May 1998. Mr.
Aro also serves as Chief Operating Officer of Alpha's gaming
subsidiaries.
(6) Consists of 50,000 shares of common stock issuable upon the
exercise of options granted to Thomas W. Aro, all of which
options are currently exercisable.
(7) Paul deBary has served as a director of Alpha since March
2002.
(8) Includes 42,103 shares owned by Paul deBary and 19,000
shares of common stock issuable upon the exercise of options
granted to Paul deBary, all of which options are currently
exercisable.
(9) Thomas P. Puccio has served as a director of Alpha since
December 2002.
(10) Consists of 19,000 shares of common stock issuable upon the
exercise of options granted to Thomas P. Puccio, all of which
options are currently exercisable.
(11) William W. Hopson has served as a director of Alpha since
March 2002.
(12) Consists of 20,500 shares of common stock issuable upon the
exercise of options granted to William H. Hopson, all of which
options are currently exercisable.
(13) Morad Tahbaz has served as a director of Alpha since
February 15, 2003.
(14) Consists of 17,500 shares of common stock issuable upon the
exercise of options granted to Morad Tahbaz, all of which options
are currently exercisable.
(15) Jay Holt has served as a director of Alpha since February
20, 2003.
(16) Consists of 19,000 shares of common stock issuable upon the
exercise of options granted to Jay Holt, all of which options are
currently exercisable.
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.