FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HUFF WILLIAM R

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/13/2008 

3. Issuer Name and Ticker or Trading Symbol

FX Real Estate & Entertainment Inc. [FXRE]

(Last)        (First)        (Middle)

67 PARK PLACE, 9TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MORRISTOWN, NJ 07960       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.01 per share   6739542   (1) I   See footnote   (2)
Non-Voting Designated Preferred Stock   (3) 1   (1) I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  William R. Huff disclaims beneficial ownership over these securities except to the extent of his direct or indirect pecuniary interest in The Huff Alternative Fund, L.P. and one of its affiliated limited partnerships (together, the "Huff Entities").
( 2)  Held of record by the Huff Entities. Mr. Huff possesses sole power to vote and direct the disposition of all securities of the Issuer held by the Huff Entities, subject to certain internal screening and other securities law compliance procedures of the Huff Entities. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Issuer. All such employees serve under the ultimate direction, control and authority of Mr. Huff.
( 3)  The Non-Voting Designated Preferred Stock is convertible into a single share of Common Stock at the Issuer's election at any time after the Huff Entities cease to beneficially own at least 991,800 shares of the Common Stock, subject to anti-dilution adjustments.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HUFF WILLIAM R
67 PARK PLACE, 9TH FLOOR
MORRISTOWN, NJ 07960
X


Signatures
/s/ Edward Dartley, Attorney-in-fact for William R. Huff 5/23/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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