FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Torino Brett 		2. Issuer Name and Ticker or Trading Symbol

FX Real Estate & Entertainment Inc. [ FXRE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman-Las Vegas Division
(Last)          (First)          (Middle)

650 MADISON AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2008
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share   12/29/2008     J (1) (2)    1071429   D   (1) (2) 5556870   I   By ONIROT Living Trust  
Common Stock, $0.01 par value per share   12/29/2008     J (1) (2)    5407611   A   (3) 5407611   I   See Footnote   (3)
Common Stock, $0.01 par value per share                  176238   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On December 29, 2008, the Reporting Person, Robert F.X. Sillerman, a director, executive officer and greater than 10% stockholder of the Issuer ("Sillerman"), and Paul C. Kanavos, a director, executive officer and greater than 10% stockholder of the Issuer ("Kanavos"), and certain other stockholders of the Issuer transferred to Atlas Real Estate Funds, Inc. ("Atlas") a total of 5,407,611 shares of common stock of the Issuer in exchange for voting common stock of Atlas representing approximately 97% of Atlas' outstanding voting common stock (the "Exchange Transaction).
( 2)  Of the 5,407,611 shares of Issuer common stock transferred in the Exchange Transaction, 1,071,429 shares were transferred by the Reporting Person. As a result of the Exchange Transaction, the Reporting Person, Sillerman and Kanavos received an approximately 79% voting interest in Atlas and thereafter became Atlas' directors and executive officers. The 5,407,611 shares of Issuer common stock transferred in the Exchange Transaction were valued at $0.125 per share based on the closing price per share of common stock as reported on The NASDAQ Global Market on the date of transfer.
( 3)  The Reporting Person, together with Sillerman and Kanavos, are deemed to be the beneficial owners of the aggregate 5,407,611 shares held by Atlas by virtue of being Atlas' controlling stockholders and executive officers and directors. Reference is made to Amendment No. 3 to the Schedule 13D jointly filed by the Reporting Person, Sillerman, Kanavos, Atlas and the other filers named therein for further information concerning the Exchange Transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Torino Brett
650 MADISON AVENUE
NEW YORK, NY 10022
X Chairman-Las Vegas Division

Signatures
/s/ Brett Torino 12/29/2008
** 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 4(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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