- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * LEDY DAVID M	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) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 650 MADISON AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/1/2008
(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, par value $.01 par value per share	10/1/2008		A (1)		7632	A	$1.90	35656	D
Common Stock, par value $.01 par value per share	10/1/2008		A (2)		10096	A	$1.04	45725	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
Stock Option (right to buy)	$5.00	10/21/2008		A  (3)		25641		(4)	10/21/2018	Common Stock	25641	$0	25641	D
Stock Option (right to buy)	$6.00	10/21/2008		A  (3)		23256		(4)	10/21/2018	Common Stock	23256	$0	23256	D

Explanation of Responses:
( 1)	The Reporting Person received the shares under the Issuer's 2007 Long-Term Incentive Compensation Plan in lieu of a cash payment of $14,500 for fees earned by (a) attending a meeting of the Issuer's board of directors during the second fiscal quarter of 2008 and (b) serving as a member of the Issuer's board of directors' audit committee (including as chairman), compensation committee (including as chairman) and nominating and corporate governance committee and attending meetings of certain of such committees and a special committee during the second fiscal quarter of 2008. The number of shares is equal to the quotient obtained by dividing the amount of the fees by the per share closing price of the Issuer's common stock on June 30, 2008, the last day of the fiscal quarter.
( 2)	The Reporting Person received the shares under the Issuer's 2007 Long-Term Incentive Compensation Plan in lieu of a cash payment of $10,500 for fees earned by (a) attending a meeting of the Issuer's board of directors during the third quarter of 2008 and (b) serving as a member of the Issuer's board of directors' audit committee (including as chairman), compensation committee (including as chairman) and nominating and corporate governance committee and attending a meeting of the audit committee during the third fiscal quarter of 2008. The number of shares is equal to the quotient obtained by dividing the amount of the fees by the per share closing price of the Issuer's common stock on September 30, 2008, the last day of the fiscal quarter.
( 3)	The Reporting Person received the stock options under the Issuer's 2007 Long-Term Incentive Compensation Plan in lieu of a cash payment of $80,000 for the 2008 annual fee for serving as a director of the Issuer.
( 4)	75% of the stock options are vested and immediately exercisable, while the remaining 25% of the stock options vest and become exercisable on December 31, 2008 so long as the Reporting Person is still then serving as a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEDY DAVID M 650 MADISON AVENUE NEW YORK, NY 10022	X

Signatures
/s/ David M. Ledy		11/3/2008
** 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.
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