- 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 * Kanavos Paul	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                      __ X __ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President
(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)		601430	D	(1) (2)	5334538	D
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								500000	I	See Footnote   (4)
Common Stock, $0.01 par value per share								500000	I	See Footnote   (5)

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 Brett Torino, an executive officer and greater than 10% stockholder of the Issuer ("Torino"), 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, 601,430 shares were transferred by the Reporting Person. As a result of the Exchange Transaction, the Reporting Person, Sillerman and Torino 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 Torino, 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, Torino, Atlas and the other filers named therein for further information concerning the Exchange Transaction.
( 4)	These shares are owned by the Paul C. Kanavos 2008 GRAT.
( 5)	These shares are owned by the Reporting Person's spouse through the Dayssi Olarte de Kanavos 2008 GRAT.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kanavos Paul 650 MADISON AVENUE NEW YORK, NY 10022	X	X	President

Signatures
/s/ Paul C. Kanavos		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.
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