Amendment

EXHIBIT 4.1

Amendment

Amendment, dated as of July 25, 2008 (this “ Amendment ”), to the Stockholder Protection Rights Agreement, dated as of October 9, 2007 (the “ Rights Agreement ”), between the Morgans Hotel Group Co. (the “ Company ”) and Mellon Investors Services LLC, as rights agent (the “ Rights Agent ”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company may amend the Rights Agreement in any respect prior to the Flip-in Date without the consent of the holders of Rights.

WHEREAS, the Company would like to amend the definition of the Expiration Time in the Rights Agreement.

NOW, THEREFORE, the Company and the Rights Agent hereby agree to amend the Rights Agreement as follows:

Section 1 . From and after the execution and delivery of this Am