UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

EXPLANATORY NOTES: This amendment to Schedule 13D (this “Schedule 13D”), among other things, amends and supplements (1) the Schedule 13D originally filed by Frank J. Fertitta III (“Mr. Frank Fertitta”) on June 10, 1993, and all amendments thereto (the “Frank Fertitta Schedule 13D”), (2) the Schedule 13D originally filed by Lorenzo J. Fertitta (“Mr. Lorenzo Fertitta”) on June 10, 1993, and all amendments thereto (the “Lorenzo Fertitta Schedule 13D), (3) the Schedule 13D originally filed by FCP Voteco, LLC, a Delaware limited liability company (“Voteco”) on November 7, 2007, and all amendments thereto (the “Voteco Schedule 13D”) and (4) the Schedule 13D originally filed by Thomas J. Barrack, Jr. (“Mr. Barrack”) on November 7, 2007, and all amendments thereto (the “Thomas Barrack Schedule 13D”).  Each of Voteco, Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta is a Reporting Person hereunder (together, the “Reporting Persons”).

Item 4.

Purpose of Transaction

On April 16, 2010, Station Casinos, Inc. (“Opco”, and together with certain of its subsidiaries and affiliates, the “Company”), Fertitta Gaming LLC, a Nevada limited liability company (“Fertitta Gaming”), Mr. Frank Fertitta, Mr. Lorenzo Fertitta (together with Mr. Frank Fertitta, the “Fertittas”, and the Fertittas together with Fertitta Gaming, the “Fertitta Investors”), and lenders (“Opco Lenders”) under that certain Credit Agreement dated as of November 7, 2007 among Opco, as borrower, certain subsidiaries of Opco party thereto as guarantors, Deutsche Bank Trust Company Americas, as Administrative Agent, and the Opco Lenders (the “Credit Agreement”) entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) pursuant to which the parties thereto agreed to support a joint plan of reorganization of Opco and its subsidiaries that are debtors and debtors in possession (collectively, the “Debtors”), which is to be modified pursuant to the terms of the Restructuring Support Agreement (as so modified, the “Plan”).  The foregoing summary of the Restructuring Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Restructuring Support Agreement, attached as Exhibit 7.02 to the Schedule 13D of the Reporting Persons filed on April 23, 2010 and incorporated by reference in its entirety into this Item 4.  On April 26, 2010, the Fertitta Investors entered into a commitment letter (the “Letter”) in favor of Deutsche Bank Trust Company Americas whereby the Fertitta Investors agreed to contribute $71 million, together with certain other obligations, representing a portion of the proposed purchase price for the assets of the Company pursuant to the Plan of Opco and FCP PropCo, LLC (“Propco”).  The foregoing summary of the Letter does not purport to be complete and is qualified in its entirety by reference to the Letter, which is attached hereto as Exhibit 7.02 and incorporated by reference in its entirety into this Item 4. 

On March 24, 2010, the Fertitta Investors, German American Capital Corporation (“GACC”), JP Morgan Chase Bank, N.A. (“JPM”, and together with GACC, the “Mortgage Lenders”) and Deutsche Bank AG entered into entered into a Plan Support Agreement (the “Plan Support Agreement”) pursuant to which the parties thereto agreed to support the Plan.  Pursuant to the Plan and the Plan Support Agreement, the Fertittas, through a controlled affiliate, will purchase 50% of the equity and certain other interests of reorganized Propco from the Mortgage Lenders.  The foregoing summary of the Plan Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Plan Support Agreement, which is attached hereto as Exhibit 7.03 and incorporated by reference in its entirety into this Item 4. 

Bankruptcy law does not permit solicitation of acceptances of a plan of reorganization until the bankruptcy court approves the disclosure statement relating to such plan.  Accordingly, this report is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan.

By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each Reporting Person may be deemed to beneficially own the securities beneficially owned by the members of the group as a whole.  Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta disclaim beneficial ownership of any securities owned by others who may be deemed to be members of a group.

This Item 4 shall be deemed to supplement Item 4 of each of the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Voteco Schedule 13D and the Thomas Barrack Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 of this Schedule 13D is incorporated herein by reference in its entirety into this Item 6.

The information set forth in this Item 6 shall be deemed to supplement Item 6 of each of the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Voteco Schedule 13D and the Thomas Barrack Schedule 13D.

Item 7.

Material to be Filed as Exhibits

Exhibit 7.01

Joint Filing Agreement, dated as of May 4, 2010, by and among the Reporting Parties.

Exhibit 7.02

Letter from Fertitta Gaming, Mr. Frank Fertitta and Lorenzo Fertitta dated April 26, 2010, agreed and accepted by Deutsche Bank Trust Company Americas.

Exhibit 7.03

Plan Support Agreement, dated as of March 24, 2010, by and among German American Capital Corporation, JP Morgan Chase Bank, N.A., Deutsche Bank AG, Fertitta Gaming LLC, Frank J. Fertitta III and Lorenzo J. Fertitta.

/s/ Frank J. Fertitta III

Frank J. Fertitta III

/s/ Lorenzo J. Fertitta

Lorenzo J. Fertitta

FCP VOTECO, LLC

By:

/s/ Thomas J. Barrack, Jr.

Name: Thomas J. Barrack, Jr.

Title: Co-President

/s/ Thomas J. Barrack, Jr.

Thomas J. Barrack, Jr.