JOCKEY CLUB INC
SC 13D/A, 1999-06-04
MEMBERSHIP SPORTS & RECREATION CLUBS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)



                              THE JOCKEY CLUB, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, no par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    477731103
                   ------------------------------------------
                                 (CUSIP Number)

James W. Giddens, solely in his    with a copy        James B. Kobak, Jr.
  capacity as trustee for the          to:         Hughes Hubbard & Reed LLP
 liquidation of the business of                      One Battery Park Plaza
    A.R. Baron & Co., Inc.                       New York, New York 10004-1482
          P.O. Box 359                                   212-837-6000
     Bowling Green Station
    New York, New York 10274
          212-425-3005
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  April 9, 1997
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Check the following box if a fee is being paid with this  statement  |_|. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1,  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

<PAGE>

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the parties to whom copies are to be sent.

The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be  "filed"  for the  purpose of  Section  18 of the  Securities  Act of 1934
("Act") or otherwise  subject to the  liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

<PAGE>

- -------------------------------                   ------------------------------
CUSIP NO. 477731103                   13D               PAGE 3 OF 5 PAGES
- -------------------------------                   ------------------------------
- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             James W.  Giddens,  solely in his  capacity  as trustee  under SIPA
             pursuant to the court order described herein.
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                               (a)  |_|
                                                               (b)  |X|
- --------------------------------------------------------------------------------
   3   SEC USE ONLY


- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS*

             00
- --------------------------------------------------------------------------------
   5   CHECK BOX IF  DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
       ITEMS 2(d) or 2(e)
                                                                    |_|
- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

             United States of America
- --------------------------------------------------------------------------------
                  7   SOLE VOTING POWER

                            233,500 shares
                ----------------------------------------------------------------
   NUMBER OF     8   SHARED VOTING POWER
    SHARES
 BENEFICIALLY               0 shares
   OWNED BY     ----------------------------------------------------------------
     EACH        9   SOLE DISPOSITIVE POWER
   REPORTING
    PERSON                  233,500 shares
     WITH       ----------------------------------------------------------------
                10   SHARED DISPOSITIVE POWER

                            0 shares
- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             233,500 shares
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             9.0%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

             IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

This Amendment No. 1 amends and supplements the Schedule 13D filed on August 27,
1996 (the "Schedule 13D") by James W. Giddens, solely in his capacity as trustee
under SIPA,  with  respect to the Common  Stock of the Issuer.  All  capitalized
terms used in this  Amendment and not otherwise  defined herein have the meaning
set forth in the Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER
        -------------------------------------

(a) The Trustee  believes that, for the purposes of Rule 13d-3(a) under the Act,
as of June 4, 1999, he was the beneficial  owner of a total of 233,500 Shares of
Common Stock representing  approximately 9.0% of the total outstanding Shares of
Common Stock (based on the Issuer's most recent filing with the  Securities  and
Exchange Commission).

(b) The Trustee  believes he has the sole power to vote and direct the vote, and
the sole power to dispose or direct the disposition, of the Shares.

(c) Since the filing of the Schedule 13D on August 27, 1996, with respect to the
Common  Stock,  the Trustee has effected  the  following  acquisitions  which he
believes may  constitute a material  change in beneficial  ownership  under Rule
13d-2(a):

     i.   On April 9, 1997, the Trustee  received  66,000 shares of Common Stock
          from Patrick and Eric DeCavignac in settlement of a SIPA claim.

     ii.  On April 14, 1997, the Trustee  received 92,500 shares of Common Stock
          from Patrick DeCavignac in settlement of a SIPA claim.

     iii. On July 21, 1997  received  75,000  Pledged  Shares of Common Stock of
          Eric Broadley in satisfaction of the Secured Demand Note.

<PAGE>

                                   SIGNATURES

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  June 4, 1999

                                    By: /S/ JAMES W. GIDDENS
                                        ------------------------------------
                                        James W. Giddens, solely as trustee
                                            pursuant to a court order dated
                                            July 11, 1996



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