Edgar Filing: VECTOR GROUP LTD

As filed with the Securities and Exchange Commission on December 21, 2004

Registration No. 333-______

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------------------------

VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware 65-0949535
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Richard J. Lampen
Executive Vice President
Vector Group Ltd.
100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: From time to
time following the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Shares to Be Amount to Be Offering Price per Aggregate Offering Amount of
Registered Registered Unit Price Registration Fee
---------------------- ------------ ------------------ ------------------ ----------------

Common Stock, 2,312,551 $15.68 $36,260,800 $4,268
$.10 par value

(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on average of the high and low prices
for Vector's common stock on the New York Stock Exchange consolidated
reporting system on December 17, 2004.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

LEGEND FOR RED HERRING

[The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.]

PROSPECTUS SUBJECT TO COMPLETION
DATED December 21, 2004

2,312,551 SHARES

VECTOR GROUP LTD.

COMMON STOCK

These shares may be sold by the selling stockholders
listed on page 17. We will not receive any proceeds from the
sale of these shares.

Our common stock is traded on the New York Stock
Exchange under the symbol "VGR". On _________ __, 2005 the
closing of our common stock on the New York Stock Exchange was
$_________.

The common stock may be sold in transactions on the New
York Stock Exchange at market prices then prevailing, in
negotiated transactions or otherwise. See "Plan of
Distribution."

THIS OFFERING INVOLVES MATERIAL RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated ___________ ___, 2005

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and file
reports, proxy statements and other information with the Securities and Exchange
Commission. You can inspect and copy all of this information at the Public
Reference Room maintained by the SEC at its principal office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a web site that contains reports,
proxy statements and other information regarding issuers, like us, that file
electronically with the SEC. The address of this web site is:
http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the common stock offered by
this prospectus. This prospectus does not contain all of the information set
forth in the registration statement. We have omitted parts of the registration
statement as permitted by the rules and regulations of the SEC. Statements
contained in or incorporated by reference into this prospectus as to the
contents of any contract or other document are not necessarily complete. You
should refer to a copy of each contract or document filed as an exhibit to the
registration statement or incorporated by reference into this prospectus for
complete information. Copies of the registration statement, including exhibits
and information incorporated by reference into this prospectus, may be inspected
without charge at the SEC's public reference facility or website.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus
information we have filed with the SEC. This means that we can disclose
important information by referring you to those documents containing the other
information. The information incorporated by reference is considered to be a
part of this prospectus. Information that we file later with the SEC will
automatically update and supercede this information. We incorporate by reference
the documents listed below and any filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the termination of this offering:

- Our Annual Report on Form 10-K for the fiscal year ended December
31, 2003, filed with the SEC on March 15, 2004;

- Our Quarterly Reports on Form 10-Q for the quarter ended March 31,
2004, filed with the SEC on May 10, 2004, for the quarter ended June
30, 2004, filed with the SEC on August 9, 2004 and for the quarter
ended September 30, 2004, filed with the SEC on November 9, 2004;
and

- Our Current Reports on Form 8-K, filed with the SEC on April 19,
2004, June 7, 2004, July 14, 2004, October 6, 2004, November 17,
2004, November 23, 2004 and December 21, 2004, respectively.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this prospectus to the extent that a statement contained herein
or in any other document subsequently filed which is also incorporated by
reference herein modifies or supercedes such statement. Any such statement so
modified or superceded shall not be deemed, except as so modified, to constitute
a part of this prospectus.

You can obtain any of the documents incorporated by reference through us
or the SEC. Documents incorporated by reference are available from us without
charge. You may obtain documents

incorporated by reference in this prospectus by sending a request in writing to
the following address or by telephone:

Vector Group Ltd.
Attention: Investor Relations
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
(305) 579-8000

You should rely only on the information provided or incorporated by
reference in this prospectus or a prospectus supplement or amendment. We have
not authorized anyone else to provide you with different information. We are not
making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume the information in this prospectus or a
prospectus supplement or amendment is accurate as of any date other than the
date thereof.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. Because it
is a summary, it does not contain all of the information that you should
consider before investing. You should read the entire prospectus carefully,
including the "Risk Factors" section and the financial statements and the notes
to those statements incorporated by reference into this prospectus. As used in
this prospectus, the terms "Vector", "we", "our" and "us" and similar terms
refer to Vector Group Ltd. and all of our consolidated subsidiaries, including
VGR Holding Inc., Liggett Group Inc., Vector Tobacco Ltd., Liggett Vector Brands
Inc. and New Valley Corporation, except where it is clear that these terms mean
only Vector Group Ltd.

THE COMPANY

We are a holding company for a number of businesses. We are engaged
principally in:

- the manufacture and sale of cigarettes in the United States through
our subsidiary Liggett Group Inc., and

- the development and marketing of the low nicotine and nicotine-free
QUEST cigarette products and the development of reduced risk
cigarette products through our subsidiary Vector Tobacco Inc.

Our majority-owned subsidiary, New Valley Corporation, is currently
engaged in the real estate business and is seeking to acquire additional
operating companies and real estate properties. New Valley owns 50% of Douglas
Elliman Realty, LLC, which operates the largest residential brokerage company in
the New York metropolitan area.

We are controlled by Bennett S. LeBow, our Chairman and the Chairman of
New Valley, who beneficially owns approximately 34.9% of our common stock.

The mailing address of our principal executive offices is 100 S.E. Second
Street, Miami, Florida 33131. Our telephone number at that address is (305)
579-8000.

THE OFFERING

Securities offered by the
selling stockholders............... 2,312,551 shares of common stock

Common Stock outstanding............. 41,773,591 shares of common stock

NYSE symbol.......................... Common Stock: VGR

RISK FACTORS

Before you invest in our securities, you should be aware that we are
subject to various risks, including the ones listed below, the occurrence of any
of which could materially adversely affect our business, financial condition and
results of operations. You should carefully consider these risk factors, as well
as the other information included or incorporated by reference in this
prospectus, in evaluating an investment in our securities. Although the risks
identified below represent those we believe are the most significant risks at
the present time, additional risks of which we are currently unaware or that we
currently deem immaterial could also materially impair our business operations.

WE AND OUR SUBSIDIARIES HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS.

We and our subsidiaries have significant indebtedness and debt service
obligations. At September 30, 2004, we and our subsidiaries had total
outstanding indebtedness of $308 million. In addition, subject to the terms of
any future agreements, we and our subsidiaries will be able to incur additional
indebtedness in the future. There is a risk that we will not be able to generate
sufficient funds to repay our debt. If we cannot service our fixed charges, it
would have a material adverse effect on our business and results of operations.

WE ARE A HOLDING COMPANY AND DEPEND ON CASH PAYMENTS FROM OUR SUBSIDIARIES,
WHICH ARE SUBJECT TO CONTRACTUAL AND OTHER RESTRICTIONS, IN ORDER TO SERVICE OUR
DEBT AND TO PAY DIVIDENDS ON OUR COMMON STOCK.

We are a holding company and have no operations of our own. We hold our
interests in our various businesses through our wholly-owned subsidiary, VGR
Holding Inc. In addition to our own cash resources, our ability to pay interest
on our convertible notes and to pay dividends on our common stock depends on the
ability of VGR Holding to make cash available to us. VGR Holding's ability to
pay dividends to us depends primarily on the ability of Liggett, its
wholly-owned subsidiary, and New Valley, in which we indirectly hold an
approximately 58.2% interest, to generate cash and make it available to VGR
Holding. Liggett's revolving credit agreement permits Liggett to pay cash
dividends to VGR Holding only if Liggett's borrowing availability exceeds $5
million for the 30 days prior to payment of the dividend and immediately after
giving effect to the dividend, and so long as no event of default has occurred
under the agreement, including Liggett's compliance with the covenants in the
credit facility, including an adjusted net worth and working capital
requirement.

As the controlling stockholder of New Valley, we must deal fairly with New
Valley, which may limit our ability to enter into transactions with New Valley
that result in the receipt of cash from New Valley and to influence New Valley's
dividend policy. In addition, since we indirectly own only approximately 58.2%
of the common shares of New Valley, a significant portion of any cash and other
assets distributed by New Valley will be received by persons other than us and
our subsidiaries.

Our receipt of cash payments, as dividends or otherwise, from our
subsidiaries is an important source of our liquidity and capital resources. If
we do not have sufficient cash resources of our own and do not receive payments
from our subsidiaries in an amount sufficient to repay our debts and to pay
dividends on our common stock, we must obtain additional funds from other
sources. There is a risk that we will not be able to obtain additional funds at
all or on terms acceptable to us. Our inability to service these obligations and
to continue to pay dividends on our common stock would significantly harm us and
the value of the notes and our common stock.

OUR LIQUIDITY COULD BE ADVERSELY AFFECTED IF TAXING AUTHORITIES PREVAIL IN THEIR
ASSERTION THAT WE INCURRED A TAX OBLIGATION IN 1998 AND 1999 IN CONNECTION WITH
THE PHILIP MORRIS BRAND TRANSACTION.

In connection with the 1998 and 1999 transaction with Philip Morris
Incorporated, in which a subsidiary of Liggett contributed three of its premium
cigarette brands to Trademarks LLC, a newly-formed limited liability company, we
recognized in 1999 a pre-tax gain of $294.1 million in our consolidated
financial statements and established a deferred tax liability of $103.1 million
relating to the gain. In such transaction, Philip Morris acquired an option to
purchase the remaining interest in Trademarks for a 90-day period commencing in
December 2008, and we have an option to require Philip Morris to purchase the
remaining interest for a 90-day period commencing in March 2010. Upon exercise
of the options during either of the 90-day periods commencing in December 2008
or in March 2010, we will be required to pay tax in the amount of the deferred
tax liability, which will be offset by the benefit of any deferred tax assets,
including any net operating losses, available to us at that time. In connection
with an examination of our 1998 and 1999 federal income tax returns, the
Internal Revenue Service issued to us in September 2003 a notice of proposed
adjustment. The notice asserts that, for tax reporting purposes, the entire gain
should have been recognized in 1998 and in 1999 in the additional amounts of
$150 million and $129.9 million, respectively, rather than upon the exercise of
the options during either of the 90-day periods commencing in December 2008 or
in March 2010. If the Internal Revenue Service were to ultimately prevail with
the proposed adjustment, it would result in the potential acceleration of tax
payments of approximately $120 million, including interest, net of tax benefits,
through September 30, 2004. These amounts have been previously recognized in our
consolidated financial statements as tax liabilities. In addition, we have filed
a protest with the Appeals Division of the Internal Revenue Service. Although no
payment is due with respect to these matters during the appeal process, interest
is accruing on the disputed amounts.

There is a risk that the taxing authorities will ultimately prevail in
their assertion that we incurred a tax obligation prior to the exercise dates of
these options and we will be required to make such tax payments prior to 2009 or
2010. If that were to occur and any necessary financing were not available to
us, our liquidity could be materially adversely affected, which in turn would
materially adversely affect our ability to meet payment obligations under the
notes and the value of our common stock.

LIGGETT FACES INTENSE COMPETITION IN THE DOMESTIC TOBACCO INDUSTRY.

Liggett is considerably smaller and has fewer resources than its major
competitors and, as a result, has a more limited ability to respond to market
developments. Management Science Associates data indicate that the three largest
cigarette manufacturers controlled approximately 84.9% of the United States
cigarette market during 2003. Philip Morris is the largest and most profitable
manufacturer in the market, and its profits are derived principally from its
sale of premium cigarettes. Philip Morris had approximately 62.3% of the premium
segment and 46.7% of the total domestic market during 2003. During 2003,
Liggett's share of the premium cigarette segment was 0.2%, and its share of the
total domestic cigarette market was 2.4%. Philip Morris and RJR Tobacco, the two
largest cigarette manufacturers, have historically, because of their dominant
market share, been able to determine cigarette prices for the various pricing
tiers within the industry. The other cigarette manufacturers historically have
brought their prices into line with the levels established by these two major
manufacturers.

In July 2004, RJR Tobacco and Brown & Williamson, the second and third
largest cigarette manufacturers, completed the combination of their United
States tobacco businesses to create Reynolds American Inc. This transaction will
further consolidate the dominance of the domestic cigarette market by Philip
Morris and the newly created Reynolds American, who will have a combined market
share of approximately 76%. This concentration of United States market share
could make it more difficult for Liggett and Vector Tobacco to compete for shelf
space in retail outlets and could impact price

competition in the market, either of which could have a material adverse affect
on their sales volume, operating income and cash flows, which would harm us and
the value of the notes and our common stock.

LIGGETT'S BUSINESS IS HIGHLY DEPENDENT ON THE DISCOUNT CIGARETTE SEGMENT.

Liggett depends more on sales in the discount cigarette segment of the
market, relative to the full-price premium segment, than its major competitors.
Approximately 94.6% of Liggett's unit sales in 2003, and all of Liggett's unit
volume in the first nine months of 2004, were generated in the discount segment.
The discount segment is highly competitive, with consumers having less brand
loyalty and placing greater emphasis on price. While the four major
manufacturers all compete with Liggett in the discount segment of the market,
the strongest competition for market share has recently come from a group of
small manufacturers and importers, most of which sell low quality, deep discount
cigarettes. While Liggett's share of the discount market increased to 7.3% in
2003 from 6.7% in 2002 and 6.5% in 2001, Management Science Associates data
indicate that the discount market share of these other smaller manufacturers and
importers increased to 37.8% in 2003 from 33.5% in 2002 and 26.9% in 2001 due to
their increased competitive discounting. If pricing in the discount market
continues to be impacted by these smaller manufacturers and importers, margins
in Liggett's only current market segment could be negatively affected, which in
turn could negatively affect the value of the notes and our common stock.

LIGGETT'S MARKET SHARE IS SUSCEPTIBLE TO DECLINE.

In years prior to 2000, Liggett suffered a substantial decline in unit
sales and associated market share. Liggett's unit sales and market share
increased during each of 2000, 2001 and 2002, and its market share increased in
2003 while its unit sales declined. During the first nine months of 2004,
Liggett's unit sales and market share declined compared to the same period in
the prior year. This earlier market share erosion resulted in part from
Liggett's highly leveraged capital structure that existed until December 1998
and its limited ability to match other competitors' wholesale and retail trade
programs, obtain retail shelf space for its products and advertise its brands.
The decline in recent years also resulted from adverse developments in the
tobacco industry, intense competition and changes in consumer preferences.
According to Management Science Associates data, Liggett's overall domestic
market share during 2003 and 2002 was 2.4%, compared with 2.1% for 2001.
Liggett's share of the premium segment was 0.2% in 2003 and 0.3% in 2002 and
2001, and its share of the discount segment during 2003 was 7.3%, up from 6.7%
in 2002 and 6.5% for 2001. If Liggett's market share continues to decline,
Liggett's sales volume, operating income and cash flows could be materially
adversely affected, which in turn could negatively affect the value of the notes
and our common stock.

THE DOMESTIC CIGARETTE INDUSTRY HAS EXPERIENCED DECLINING UNIT SALES IN RECENT
PERIODS.

Industry-wide shipments of cigarettes in the United States have been
generally declining for a number of years, with published industry sources
estimating that domestic industry-wide shipments decreased by approximately 4.1%
during 2003. According to Management Science Associates data, domestic
industry-wide shipments decreased by 1.4% in 2002 compared to 2001. Liggett's
management believes that industry-wide shipments of cigarettes in the United
States will generally continue to decline as a result of numerous factors. These
factors include health considerations, diminishing social acceptance of smoking,
and a wide variety of federal, state and local laws limiting smoking in
restaurants, bars and other public places, as well as federal and state excise
tax increases and settlement-related expenses which have contributed to high
cigarette price levels in recent years. If this decline in industry-wide
shipments continues and Liggett is unable to capture market share from its
competitors, or if the industry as a whole is unable to offset the decline in
unit sales with price increases, Liggett's sales volume, operating income and
cash flows could be materially adversely affected, which in turn could
negatively affect the value of the notes and our common stock.

LITIGATION AND REGULATION WILL CONTINUE TO HARM THE TOBACCO INDUSTRY.

The cigarette industry continues to be challenged on numerous fronts. New
cases continue to be commenced against Liggett and other cigarette
manufacturers. As of September 30, 2004, there were approximately 384 individual
suits, 28 purported class actions and 18 governmental and other third-party
payor health care reimbursement actions pending in the United States in which
Liggett was a named defendant. A civil lawsuit has been filed by the United
States federal government seeking disgorgement of approximately $289 billion
from various cigarette manufacturers, including Liggett. Trial of the case began
on September 21, 2004. In addition to these cases, in 2000, an action against
cigarette manufacturers involving approximately 1,000 named individual
plaintiffs was consolidated before a single West Virginia state court. Liggett
is a defendant in most of the cases pending in West Virginia. In January 2002,
the court severed Liggett from the trial of the consolidated action.
Approximately 38 purported class action complaints have been filed against the
cigarette manufacturers for alleged antitrust violations. As new cases are
commenced, the costs associated with defending these cases and the risks
relating to the inherent unpredictability of litigation continue to increase.

There are six individual actions where Liggett is the only defendant, with
one of these cases currently scheduled for trial in January 2005 and one in
early 2005. In April 2004, in one of these cases, a jury in a Florida state
court action awarded compensatory damages of $0.5 million against Liggett. In
addition, plaintiff's counsel is seeking legal fees of $0.8 million. Liggett has
appealed the verdict.

In May 2003, a Florida intermediate appellate court overturned a $790
million punitive damages award against Liggett and decertified the Engle smoking
and health class action. In May 2004, the Florida Supreme Court agreed to review
the case. Oral argument was held on November 3, 2004. If the intermediate
appellate court's ruling is not upheld on further appeal, it will have a
material adverse effect on us. In November 2000, Liggett filed the $3.45 million
bond required under the bonding statute enacted in 2000 by the Florida
legislature which limits the size of any bond required, pending appeal, to stay
execution of a punitive damages verdict. In May 2001, Liggett reached an
agreement with the class in the Engle case, which provided assurance to Liggett
that the stay of execution, in effect under the Florida bonding statute, would
not be lifted or limited at any point until completion of all appeals, including
to the United States Supreme Court. As required by the agreement, Liggett paid
$6.27 million into an escrow account to be held for the benefit of the Engle
class, and released, along with Liggett's existing $3.45 million statutory bond,
to the court for the benefit of the class upon completion of the appeals
process, regardless of the outcome of the appeal. In June 2002, the jury in an
individual case brought under the third phase of the Engle case awarded $37.5
million (subsequently reduced by the court to $25.1 million) of compensatory
damages against Liggett and two other defendants and found Liggett 50%
responsible for the damages. The verdict, which is subject to the outcome of the
Engle appeal, has been overturned as a result of the appellate court's ruling
discussed above. It is possible that additional cases could be decided
unfavorably and that there could be further adverse developments in the Engle
case. Liggett may enter into discussions in an attempt to settle particular
cases if it believes it is appropriate to do so. We cannot predict the cash
requirements related to any future settlements and judgments, including cash
required to bond any appeals, and there is a risk that those requirements will
not be able to be met.

In recent years, there have been a number of restrictive regulatory
actions from various federal administrative bodies, including the United States
Environmental Protection Agency and the Food and Drug Administration. There have
also been adverse political decisions and other unfavorable developments
concerning cigarette smoking and the tobacco industry, including the
commencement and certification of class actions and the commencement of
third-party payor actions. These developments generally receive widespread media
attention. We are not able to evaluate the effect of these developing

matters on pending litigation or the possible commencement of additional
litigation, but our consolidated financial position, results of operations or
cash flows could be materially adversely affected by an unfavorable outcome in
any smoking-related litigation, which in turn could negatively affect the value
of the notes and our common stock.

LIGGETT HAS SIGNIFICANT SALES TO A SINGLE CUSTOMER.

During 2003, 16.6% of Liggett's total revenues, 17.7% of Liggett's
revenues in the discount segment and 15.6% of our consolidated revenues were
generated by sales to Liggett's largest customer. Liggett's contract with this
customer currently extends through June 30, 2005. If this customer discontinues
its relationship with Liggett or experiences financial difficulties, Liggett's
results of operations could be materially adversely affected.

LIGGETT MAY BE ADVERSELY AFFECTED BY RECENT LEGISLATION TO ELIMINATE THE FEDERAL
TOBACCO QUOTA SYSTEM.

In October 2004, federal legislation was enacted which will eliminate the
federal tobacco quota system and price support system. Pursuant to the
legislation, manufacturers of tobacco products will be assessed $10.1 billion
over a ten year period to compensate tobacco growers and quota holders for the
elimination of their quota rights. Cigarette manufacturers will be responsible
for 96.3% of the assessment, which will be allocated based on relative unit
volume of domestic cigarette shipments. The three largest manufacturers will be
entitled to a credit of a portion of the assessment payable by them against
certain of their Master Settlement Agreement (MSA) obligations. We currently
estimate that Liggett's assessment will be approximately $25 million for the
first year of the program which began October 1, 2004. The ultimate impact of
this legislation cannot be determined, but there is a risk that smaller
manufacturers, such as Liggett and Vector Tobacco, will be disproportionately
affected by the legislation, which could have a material adverse effect on us.

EXCISE TAX INCREASES ADVERSELY AFFECT CIGARETTE SALES.

Cigarettes are subject to substantial and increasing federal, state and
local excise taxes. The federal excise tax on cigarettes is currently $0.39 per
pack. State and local sales and excise taxes vary considerably and, when
combined with the current federal excise tax, may currently exceed $4.00 per
pack. Proposed further tax increases in various jurisdictions are currently
under consideration or pending. In 2003, 15 states and the District of Columbia
enacted increases in excise taxes. Congress has considered significant increases
in the federal excise tax or other payments from tobacco manufacturers, and
several states have pending legislation proposing further state excise tax
increases. In 2004, ten states have increased the excise tax rate so far and
several other states are likely to impose additional taxes on cigarettes. We
believe that increases in excise and similar taxes have had an adverse impact on
sales of cigarettes. Further substantial federal or state excise tax increases
could accelerate the trend away from smoking and could have a material adverse
effect on Liggett's sales and profitability, which in turn could negatively
affect the value of the notes and our common stock.

VECTOR TOBACCO IS SUBJECT TO RISKS INHERENT IN NEW PRODUCT DEVELOPMENT
INITIATIVES.

We have made, and plan to continue to make, significant investments in
Vector Tobacco's development projects in the tobacco industry. Vector Tobacco is
in the business of developing and marketing the low nicotine and nicotine-free
QUEST cigarette products and developing reduced risk cigarette products. These
initiatives are subject to high levels of risk, uncertainties and contingencies,
including the challenges inherent in new product development. There is a risk
that continued investments in Vector Tobacco will harm our results of
operations, liquidity or cash flow.

The substantial risks facing Vector Tobacco include:

Risks of market acceptance of new products. In November 2001, Vector
Tobacco launched nationwide its reduced carcinogen OMNI cigarettes. During 2002,
acceptance of OMNI in the marketplace was limited, with revenues of only
approximately $5.1 million on sales of 70.7 million units. During 2003, OMNI
sales activity was minimal as Vector Tobacco has not been actively marketing the
OMNI product, and the product is not currently in distribution. Vector Tobacco
was unable to achieve the anticipated breadth of distribution and sales of the
OMNI product due, in part, to the lack of success of its advertising and
marketing efforts in differentiating OMNI from other conventional cigarettes
with consumers through the "reduced carcinogen" message. Over the next several
years, our in-house research program, together with third-party collaborators,
plans to conduct appropriate studies as to the human effects of OMNI's reduction
of carcinogens and, based on these studies, we will review the marketing and
positioning of the OMNI brand in order to formulate a strategy for its long-term
success. OMNI has not been a commercially successful product to date, and there
is a risk that we will be unable to take action to significantly increase the
level of OMNI sales in the future.

Vector Tobacco introduced its low nicotine and nicotine-free QUEST
cigarettes in an initial seven-state market in January 2003 and in Arizona in
January 2004. During the second quarter of 2004, based on an analysis of the
market data obtained since the introduction of the QUEST product, we determined
to postpone indefinitely the national launch of QUEST. A national launch of the
QUEST brands would require the expenditure of substantial additional sums for
advertising and sales promotion, with no assurance of consumer acceptance. Low
nicotine and nicotine-free cigarettes may not ultimately be accepted by adult
smokers and also may not prove to be commercially successful products. Adult
smokers may decide not to purchase cigarettes made with low nicotine and
nicotine-free tobaccos due to taste or other preferences, or due to the use of
genetically modified tobacco or other product modifications.

Recoverability of costs of inventory. At September 30, 2004, approximately
$2.8 million of our inventory was associated with Vector Tobacco's QUEST
product. We estimate an inventory reserve for excess quantities and obsolete
items, taking into account future demand and market conditions. During the
second quarter of 2004, we recognized a non-cash charge of $37 million to adjust
the carrying value of excess leaf tobacco inventory for the QUEST product, based
on estimates of future demand and market conditions. If actual demand or market
conditions in the future are less favorable than those estimated, additional
inventory write-downs may be required.

Third party allegations that Vector Tobacco products are unlawful or bear
deceptive or unsubstantiated product claims. Vector Tobacco is engaged in the
development and marketing of low nicotine and nicotine-free cigarettes and the
development of reduced risk cigarette products. With respect to OMNI, which is
not currently being distributed by Vector Tobacco, reductions in carcinogens
have not yet been proven to result in a safer cigarette. Like other cigarettes,
the OMNI and QUEST products also produce tar, carbon monoxide, other harmful
by-products, and, in the case of OMNI, increased levels of nitric oxide and
formaldehyde. There are currently no specific governmental standards or
parameters for these products and product claims. There is a risk that federal
or state regulators may object to Vector Tobacco's reduced carcinogen and low
nicotine and nicotine-free cigarette products as unlawful or allege they bear
deceptive or unsubstantiated product claims, and seek the removal of the
products from the marketplace, or significant changes to advertising. Various
concerns regarding Vector Tobacco's advertising practices have been expressed to
Vector Tobacco by certain state attorneys general. Vector Tobacco has engaged in
discussions in an effort to resolve these concerns and Vector Tobacco has
recently agreed to suspend all print advertising for its QUEST brand while
discussions are pending. If Vector Tobacco is unable to advertise its QUEST
brand, it could have a material adverse effect on sales

of QUEST. Allegations by federal or state regulators, public health
organizations and other tobacco manufacturers that Vector Tobacco's products are
unlawful, or that its public statements or advertising contain misleading or
unsubstantiated health claims or product comparisons, may result in litigation
or governmental proceedings. Vector Tobacco's defense against such claims could
require it to incur substantial expense and to divert significant efforts of its
scientific and marketing personnel. An adverse determination in a judicial
proceeding or by a regulatory agency could have a material and adverse impact on
Vector Tobacco's business, operating results and prospects.

Potential extensive government regulation. Vector Tobacco's business may
become subject to extensive additional domestic and international government
regulation. Various proposals have been made for federal, state and
international legislation to regulate cigarette manufacturers generally, and
reduced constituent cigarettes specifically. It is possible that laws and
regulations may be adopted covering matters such as the manufacture, sale,
distribution and labeling of tobacco products as well as any health claims
associated with reduced carcinogen and low nicotine and nicotine-free cigarette
products and the use of genetically modified tobacco. A system of regulation by
agencies such as the Food and Drug Administration, the Federal Trade Commission
and the United States Department of Agriculture may be established. In addition,
a group of public health organizations submitted a petition to the Food and Drug
Administration, alleging that the marketing of the OMNI product is subject to
regulation by the FDA under existing law. Vector Tobacco has filed a response in
opposition to the petition. The FTC also has expressed interest in the
regulation of tobacco products made by tobacco manufacturers, including Vector
Tobacco, which bear reduced carcinogen claims. The ultimate outcome of any of
the foregoing cannot be predicted, but any of the foregoing could have a
material adverse impact on Vector Tobacco's business, operating results and
prospects.

Necessity of obtaining Food and Drug Administration approval to market
QUEST as a smoking cessation product. In October 2003, we announced that Jed E.
Rose, Ph.D., Director of Duke University Medical Center's Nicotine Research
Program and co-inventor of the nicotine patch, had conducted a study at Duke
University Medical Center to provide preliminary evaluation of the use of the
QUEST technology as a smoking cessation aid. We have asked the Food and Drug
Administration to supply us with guidance as to the additional research and
regulatory filings necessary to market QUEST as a smoking cessation product. We
believe that obtaining the Food and Drug Administration's approval to market
QUEST as a smoking cessation product will be an important factor in the
long-term commercial success of the QUEST brand. No assurance can be given that
such approval can be obtained or as to the timing of any such approval if
received.

Competition from other cigarette manufacturers with greater resources. The
cigarette industry is highly competitive. Vector Tobacco's competitors generally
have substantially greater resources than Vector Tobacco has, including
financial, marketing and personnel resources. Other major tobacco companies have
stated that they are working on reduced risk cigarette products and have made
publicly available at this time only limited additional information concerning
their activities. Philip Morris has announced it is developing products that
potentially reduce smokers' exposure to harmful compounds in cigarette smoke and
may introduce such a product during 2004. RJR has stated that in 2003 it began a
phased expansion into a select number of retail chain outlets of a cigarette
product that primarily heats rather than burns tobacco, which it claims reduces
the toxicity of its smoke. In 2002, Brown & Williamson Tobacco Corporation
announced it was test marketing a new cigarette with reduced levels of many
toxins which it may introduce on a national basis. There is a substantial
likelihood that other major tobacco companies will continue to introduce new
products that are designed to compete directly with Vector Tobacco's reduced
carcinogen and low nicotine and nicotine-free products.

Potential disputes concerning intellectual property. Vector Tobacco's
ability to commercially exploit its proprietary technology for its reduced
carcinogen and low nicotine and nicotine-free products

depends in large part on its ability to obtain and defend issued patents, to
obtain further patent protection for its existing technology in the United
States and other jurisdictions, and to operate without infringing on the patents
and proprietary rights of others both in the United States and abroad.
Additionally, it must be able to obtain appropriate licenses to patents or
proprietary rights held by third parties if infringement would otherwise occur,
both in the United States and in foreign countries.

Intellectual property rights, including Vector Tobacco's patents (owned or
licensed), involve complex legal and factual issues. Any conflicts resulting
from third party patent applications and granted patents could significantly
limit Vector Tobacco's ability to obtain meaningful patent protection or to
commercialize its technology. If necessary patents currently exist or are issued
to other companies that contain competitive or conflicting claims, Vector
Tobacco may be required to obtain licenses to use these patents or to develop or
obtain alternative technology. Licensing agreements, if required, may not be
available on acceptable terms or at all. If licenses are not obtained, Vector
Tobacco could be delayed in, or prevented from, pursuing the further development
or marketing of its new cigarette products. Any alternative technology, if
feasible, could take several years to develop.

Litigation which could result in substantial cost also may be necessary to
enforce any patents to which Vector Tobacco has rights, or to determine the
scope, validity and unenforceability of other parties' proprietary rights which
may affect Vector Tobacco's rights. Vector Tobacco also may have to participate
in interference proceedings declared by the U.S. Patent and Trademark Office to
determine the priority of an invention or in opposition proceedings in foreign
counties or jurisdictions, which could result in substantial costs. There is a
risk that its licensed patents would be held invalid by a court or
administrative body or that an alleged infringer would not be found to be
infringing. The mere uncertainty resulting from the institution and continuation
of any technology-related litigation or any interference or opposition
proceedings could have a material and adverse effect on Vector Tobacco's
business, operating results and prospects.

Vector Tobacco may also rely on unpatented trade secrets and know-how to
maintain its competitive position, which it seeks to protect, in part, by
confidentiality agreements with employees, consultants, suppliers and others.
There is a risk that these agreements will be breached or terminated, that
Vector Tobacco will not have adequate remedies for any breach, or that its trade
secrets will otherwise become known or be independently discovered by
competitors.

Dependence on key scientific personnel. Vector Tobacco's business depends
on the continued services of key scientific personnel for its continued
development and growth. The loss of Dr. Anthony Albino, Vice President of Public
Health, Dr. Robert Bereman, Vice President of Chemical Research, or Dr. Mark A.
Conkling, Vice President of Genetic Research, could have a serious negative
impact upon Vector Tobacco's business, operating results and prospects.

Ability to raise capital and manage growth of business. If Vector Tobacco
succeeds in introducing to market and increasing consumer acceptance for its new
cigarette products, Vector Tobacco will be required to obtain significant
amounts of additional capital and manage substantial volume from its customers.
There is a risk that adequate amounts of additional capital will not be
available to Vector Tobacco to fund the growth of its business. To accommodate
growth and compete effectively, Vector Tobacco will also be required to attract,
integrate, motivate and retain additional highly skilled sales, technical and
other employees. Vector Tobacco will face competition for these people. Its
ability to manage volume also will depend on its ability to scale up its tobacco
processing, production and distribution operations. There is a risk that it will
not succeed in scaling its processing, production and distribution operations
and that its personnel, systems, procedures and controls will not be adequate to
support its future operations.

Potential delays in obtaining tobacco, other raw materials and any
technology needed to produce products. Vector Tobacco is dependent on third
parties to produce tobacco and other raw materials that Vector Tobacco requires
to manufacture its products. In addition, the growing of new tobacco and new
seeds is subject to adverse weather conditions. Vector Tobacco may also need to
obtain licenses to technology subject to patents or proprietary rights of third
parties to produce its products. The failure by such third parties to supply
Vector Tobacco with tobacco, other raw materials and technology on commercially
reasonable terms, or at all, in the absence of readily available alternative
sources, would have a serious negative impact on Vector Tobacco's business,
operating results and prospects. There is also a risk that interruptions in the
supply of these materials and technology may occur in the future. Any
interruption in their supply could have a serious negative impact on Vector
Tobacco.

THE ACTUAL COSTS AND SAVINGS ASSOCIATED WITH RESTRUCTURINGS OF OUR TOBACCO
BUSINESS MAY DIFFER MATERIALLY FROM AMOUNTS WE ESTIMATE.

In recent years, we have undertaken a number of initiatives to streamline
the cost structure of our tobacco business and improve operating efficiency and
long-term earnings. For example, during 2002, the sales, marketing and support
functions of our Liggett and Vector Tobacco subsidiaries were combined.
Effective year-end 2003, we closed Vector Tobacco's Timberlake, North Carolina
manufacturing facility and moved all production to Liggett's facility in Mebane,
North Carolina. In April 2004, we eliminated a number of positions in our
tobacco operations and subleased excess office space. In October 2004, we
announced a plan to restructure the operations of Liggett Vector Brands,
effective December 15, 2004. We may consider various additional opportunities to
further improve efficiencies and reduce costs. These prior and current
initiatives have involved material restructuring and impairment charges, and any
future actions taken are likely to involve material charges as well. These
restructuring charges are based on our best estimate at the time of
restructuring. The status of the restructuring activities is reviewed on a
quarterly basis and any adjustments to the reserve, which could differ
materially from previous estimates, are recorded as an adjustment to operating
income. Although we may estimate that substantial cost savings will be
associated with these restructuring actions, there is a risk that these actions
could have a serious negative impact on our tobacco business and that any
estimated increases in profitability cannot be achieved.

NEW VALLEY IS SUBJECT TO RISKS RELATING TO THE INDUSTRIES IN WHICH IT OPERATES.

Risks of real estate ventures. New Valley has two significant investments,
Douglas Elliman Realty, LLC and the Sheraton Keauhou Bay Resort & Spa (reopening
in the fourth quarter 2004) where it holds only a 50% interest. New Valley must
seek approval from other parties for important actions regarding these joint
ventures. Since these other parties' interests may differ from those of New
Valley, a deadlock could arise that might impair the ability of the ventures to
function. Such a deadlock could significantly harm the ventures.

New Valley plans to pursue a variety of real estate development projects.
Development projects are subject to special risks including potential increase
in costs, changes in market demand, inability to meet deadlines which may delay
the timely completion of projects, reliance on contractors who may be unable to
perform and the need to obtain various governmental and third party consents.

Risks relating to the residential brokerage business. Through its
investment in Douglas Elliman Realty, LLC New Valley is subject to the risks and
uncertainties endemic to the residential brokerage business. Both Douglas
Elliman and Prudential Elliman Real Estate operate as franchisees of The
Prudential Real Estate Affiliates, Inc. Prudential Douglas Elliman operates each
of its offices under its franchiser's brand name, but generally does not own any
of the brand names under which it operates. The franchiser has significant
rights over the use of the franchised service marks and the conduct of the two

brokerage companies' business. Prudential Douglas Elliman's franchiser also has
the right to terminate Douglas Elliman's and Prudential Douglas Elliman's
franchises, upon the occurrence of certain events, including a bankruptcy or
insolvency event, a change in control, a transfer of rights under the franchise
agreements and a failure to promptly pay amounts due under the franchise
agreements. A termination of Douglas Elliman's or Prudential Douglas Elliman's
franchise agreement could adversely affect New Valley's investment in Douglas
Elliman Realty, LLC.

Interest rates in the United States are currently near 40-year lows. The
low interest rate environment in recent years has significantly contributed to
high levels of existing home sales and residential prices and has positively
impacted Douglas Elliman Realty's operating results. However, the residential
real estate market tends to be cyclical and typically is affected by changes in
the general economic conditions that are beyond Douglas Elliman Realty's
control. Any of the following could have a material adverse effect on Douglas
Elliman Realty's residential business by causing a general decline in the number
of home sales and/or prices, which in turn, could adversely affect its revenues
and profitability:

- periods of economic slowdown or recession,

- a change in the current low interest rate environment resulting in
rising interest rates,

- decreasing home ownership rates, or

- declining demand for real estate.

All of Douglas Elliman Realty's current operations are located in the New
York metropolitan area. Local and regional economic conditions in this market
could differ materially from prevailing conditions in other parts of the
country. A downturn in the residential real estate market or economic conditions
in that region could have a material adverse effect on Douglas Elliman Realty
and New Valley's investment in that company.

NEW VALLEY'S POTENTIAL INVESTMENTS ARE UNIDENTIFIED AND MAY NOT SUCCEED.

New Valley currently holds a significant amount of marketable securities
and cash not committed to any specific investments. This subjects a security
holder to increased risk and uncertainty because a security holder will not be
able to evaluate how this cash will be invested and the economic merits of
particular investments. There may be substantial delay in locating suitable
investment opportunities. In addition, New Valley may lack relevant management
experience in the areas in which New Valley may invest. There is a risk that New
Valley will fail in targeting, consummating or effectively integrating or
managing any of these investments.

WE DEPEND ON OUR KEY PERSONNEL.

We depend on the efforts of our executive officers and other key
personnel. While we believe that we could find replacements for these key
personnel, the loss of their services could have a significant adverse effect on
our operations.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH
SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS AND STOCK PRICE.

We are in the process of documenting and testing our internal control
procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act, which requires annual management assessments of the
effectiveness of our internal controls over financial reporting and a report by
our independent auditors addressing these assessments. During the course of our
testing we may identify

deficiencies which we may not be able to remediate in time to meet the deadline
imposed by the Sarbanes-Oxley Act for compliance with the requirements of
Section 404. In addition, if we fail to maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an ongoing basis that
we have effective internal controls over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an
effective internal control environment could have a material adverse effect on
our stock price.

WE HAVE MANY POTENTIALLY DILUTIVE SECURITIES OUTSTANDING.

At September 30, 2004, we had outstanding options granted to employees to
purchase approximately 9,122,859 shares of our common stock, at prices ranging
from $3.73 to $37.60 per share, of which options for 8,510,523 shares are
exercisable during 2004. We also have outstanding two series of convertible
notes maturing in July 2008 and November 2011, which are currently convertible
into 8,720,033 shares of our common stock. The issuance of these shares will
cause dilution which may adversely affect the market price of our common stock.
The availability for sale of significant quantities of our common stock could
adversely affect the prevailing market price of the stock.

OUR STOCK PRICE MAY BE VOLATILE.

The trading price of our common stock has ranged between $13.86 and $17.38
per share over the past 52 weeks. The overall market and the price of our common
stock may fluctuate greatly. The trading price of our common stock may be
significantly affected by various factors, including:

- the depth and liquidity of the trading market for our common stock,

- quarterly variations in its actual or anticipated operating results,

- changes in investors' and analysts' perceptions of the business and
legal risks facing us and the tobacco industry,

- changes in estimates of its earnings by investors and analysts, and

- announcements or activities by its competitors.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this prospectus contains
"forward-looking statements" within the meaning of the federal securities law.
Forward-looking statements include information relating to our intent, belief or
current expectations, primarily with respect to, but not limited to:

- economic outlook,

- capital expenditures,

- cost reduction,

- cash flows,

- operating performance,

_ litigation, and

- related industry developments (including trends affecting our
business, financial condition and results of operations).

We identify forward-looking statements in this prospectus by using words
or phrases such as "anticipate", "believe", "estimate", "expect", "intend", "may
be", "objective", "plan", "predict", "project" and "will be" and similar words
or phrases or their negatives.

The forward-looking information involves important risks and uncertainties
that could cause our actual results, performance or achievements to differ
materially from our anticipated results, performance or achievements expressed
or implied by the forward-looking statements. Factors that could cause actual
results to differ materially from those suggested by the forward-looking
statements include, without limitation, the following:

- general economic and market conditions and any changes therein, due
to acts of war and terrorism or otherwise,

- governmental regulations and policies,

- effects of industry competition,

- impact of restructurings on our tobacco business and our ability to
achieve any increases in profitability estimated to occur as a
result of these restructurings,

- uncertainty related to litigation, and

- risks inherent in our new product development initiatives.

Further information on risks and uncertainties specific to our business include
the risk factors discussed above under "Risk Factors" and in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
incorporated by reference into this prospectus.

Although we believe the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there is a risk that these
expectations will not be attained and that any deviations will be material. The
forward-looking statements speak only as of the date they are made. We disclaim
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained in this prospectus to reflect any changes in
our expectations or any change in events, conditions or circumstances on which
any statement is based.

USE OF PROCEEDS

The net proceeds from the sale of the shares will be received by the
selling stockholders. None of the proceeds from any sales by the selling
stockholders will be received by us. We may receive up to $12.5 million in the
event the selling stockholders exercise the stock options held by them in order
to obtain the underlying shares.

SELLING STOCKHOLDERS

The following table sets forth, as of December 20, 2004, certain
information with respect to the ownership of our common stock by Howard M.
Lorber and his affiliates and transferees (the "selling stockholders").

SHARES NO OF
OF SHARES
COMMON SHARES OF
STOCK OF COMMON
OWNED COMMON STOCK
PRIOR PERCENT STOCK OWNED PERCENT
TO OF BEING AFTER OF
SELLING STOCKHOLDERS OFFERING CLASS (1) OFFERED OFFERING (2) CLASS (1)
-------------------- -------- ------ ------- ------------ ---------

Lorber Charitable Fund 11,343 --* 11,343 -- --
Lorber, Howard M. 2,301,208 (3) 5.4% 2,301,209 -- --

----------

* Less than 0.1%.

(1) Beneficial ownership determined in accordance with Rule 13(d)-3(d)(1) of
the Exchange Act.

(2) The number of shares of common stock beneficially owned after the offering
assumes (i) the sale of all shares covered by this prospectus and (ii) no
other purchases or sales of shares by the selling stockholders.

(3) Includes 942,015 shares issuable upon exercise of currently exercisable
options to purchase common stock.

The shares shown in the table above as owned by Mr. Lorber include 104,076
shares held by Mr. Lorber and 1,255,117 shares held by Lorber Epsilon 1999
Limited Partnership, a Delaware limited partnership. Mr. Lorber may sell certain
of the shares for his own account. Lorber Epsilon 1999 LLC, a Delaware limited
liability company, is the general partner of Lorber Epsilon 1999 Limited
Partnership. Lorber Alpha II Limited Partnership, a Nevada limited partnership,
is the sole member of, and Mr. Lorber is the manager of, Lorber Epsilon 1999
LLC. Lorber Alpha II, Inc., a Nevada corporation, is the general partner of
Lorber Alpha II Limited Partnership. Mr. Lorber is a director, officer and
controlling shareholder of Lorber Alpha II Limited Partnership.

In addition, pursuant to stock option grants in November 1999 and January
2001, Mr. Lorber holds currently exercisable options to purchase 942,015 shares
of our common stock which are included in the table above. Mr. Lorber will not
own any shares of our common stock assuming the sale of all of the shares
covered by this prospectus.

Pursuant to the options held by Mr. Lorber, Mr. Lorber has the right,
which expires November 4, 2009, to purchase 638,139 shares of our common stock
at $12.10 per share, and the right, which expires January 22, 2011, to purchase
303,876 shares of our common stock at $15.73 per share.

Lorber Charitable Fund is a New York not-for-profit corporation, of which
family members of Mr. Lorber serve as directors and executive officers.

Mr. Lorber is President and Chief Operating Officer and a director of us
and of New Valley.

Mr. Lorber is Chairman of Hallman & Lorber. During 2003, Mr. Lorber and
Hallman & Lorber and its affiliates received ordinary and customary insurance
commissions on various insurance policies issued for us and our subsidiaries and
investees aggregating approximately $541,000 in 2003, $606,000 in 2002 and
$285,000 in 2001. Mr. Lorber and Hallman & Lorber and its affiliates have
continued to provide such services to us in 2004.

Mr. Lorber is a shareholder and registered representative in Aegis Capital
Corp., a broker-dealer to which New Valley paid brokerage commissions and other
income of approximately $48,000 in 2003, $87,000 in 2002 and $12,000 in 2001.
Aegis Capital has continued to provide services to New Valley in 2004.

PLAN OF DISTRIBUTION

Any distribution of the shares by the selling stockholders, or by the
selling stockholders' transferees, pledgees, donees or other successors in
interest, may be effected from time to time in one or more of the following
transactions:

- to underwriters who will acquire the shares for their own account
and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any
discount or concessions allowed or reallowed or paid to dealers may
be changed from time to time),

- through brokers, acting as principal or agent, in transactions
(which may include block transactions) on the New York Stock
Exchange, in special offerings, exchange distributions under the
rules of the applicable exchanges or in the over-the-counter market,
or otherwise, at market prices prevailing at the time of sale, at
prices related to prevailing market prices, at negotiated prices or
at fixed prices,

- directly or through brokers or agents in private sales at negotiated
prices, or by any other legally available means,

- by entering into hedging transactions with broker-dealers, and the
broker-dealers may in turn engage in short sales of the shares as
part of establishing and maintaining the hedge positions they
entered into with the selling stockholders,

- by engaging in short sales of shares and delivering shares to cover
such short positions,

- by entering into option or loan transactions that require the
selling stockholders to deliver shares to a broker-dealer which may
then resell or otherwise transfer the shares pursuant to this
prospectus to cover the broker-dealer's own short sales of the
shares or to cover short sales of the shares by customers of the
broker-dealer, or

- by pledging shares to a broker-dealer and upon the default by the
selling stockholder on the pledge the broker-dealer may sell the
pledged shares pursuant to this prospectus.

Any broker-dealer engaging in the transactions described above may be
considered an "underwriter", as that term is defined by the Securities Act of
1933, as amended. Howard M. Lorber and his affiliates and transferees may engage
Jefferies & Company, Inc. ("Jefferies") or its affiliates in connection with
these transactions.

Underwriters participating in any offering made pursuant to this
prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
transactions may receive brokerage or agent's commissions or fees.

In connection with offerings of convertible securities by us, the selling
stockholders may enter into agreements to lend broker-dealers shares of our
common stock for the purpose of allowing such broker-dealers, in turn, to lend
such shares to its customers (including the purchasers of the convertible
securities) who may, from time to time, sell such shares short.

On November 18, 2004, in connection with a private placement of up to
$81,875,000 aggregate principal amount of 5% Variable Interest Senior
Convertible Notes due 2011 sold by us to various private purchasers (the
"Notes"), Bennett S. LeBow and LeBow Gamma Limited Partnership entered into a
Master Securities Loan Agreement and accompanying letter agreement (the
"Agreement") with Jefferies. Under the Agreement, LeBow Gamma Limited
Partnership has agreed to lend Jefferies from time to time up to 3,472,875
shares of our common stock held by LeBow Gamma Limited Partnership (the
"Shares") for the purpose of allowing Jefferies, in turn, to lend such Shares to
its customers (including the purchasers of the Notes) who may, from time to
time, sell such shares short. The Shares must be available for an initial period
of 30 months. After the end of such initial 30-month period until November 15,
2011, the Shares also must be available during any period in which Mr. LeBow,
any member of his immediate family and any person or group controlled by Mr.
LeBow or any member of his immediate family (or any trust or partnership
controlled by any of the foregoing), either individually or collectively, are
beneficial owners of more than 50% of the aggregate ordinary voting power of us.
Mr. LeBow and his affiliates have the right to assign to Mr. Lorber and his
affiliates some or all of their obligation to lend the Shares under the
Agreement. In the event of such an assignment, shares of selling stockholders'
common stock offered by this prospectus may be lent to Jefferies on the same
terms as the stock loans by Bennett S. LeBow and LeBow Gamma Limited
Partnership.

Jefferies is acting as placement agent to us in connection with the sale
of the Notes to the purchasers and as a broker with respect to lending the
Shares to its customers. Each of Jefferies and any customer of Jefferies may be
deemed to be an "underwriter" as that term is defined in the Securities Act of
1933, as amended, with respect to any sale of the Shares.

At the time a particular offering of shares is made, to the extent
required, a prospectus supplement will be distributed which will set forth the
amount of shares being offered and the terms of the offering, including the
purchase price or public offering price, the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for shares
purchased from the selling stockholders, any discounts, commissions and other
items constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.

To comply with the securities laws of some states, if applicable, the
shares will be sold in those jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the shares may not be sold
unless the shares have been registered or qualified for sale in that state or an
exemption from registration and qualification is available and complied with.

All costs, expenses and fees for the registration of the shares will be
borne by us. Commissions and discounts, if any, attributable to the sale of the
shares will be borne by the selling stockholders. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against liabilities, including
liabilities arising under the Securities Act.

EXPERTS

The consolidated financial statements and financial statement schedule
incorporated in this prospectus by reference to the Annual Report on Form 10-K
of Vector Group Ltd. for the year ended December 31, 2003, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered certified public accounting firm, given on the authority
of said firm as experts in auditing and accounting.

VALIDITY OF SHARES

The validity of the shares offered by this prospectus is being passed on
for us by Richard J. Lampen, Esq., our Executive Vice President and Special
Counsel. Mr. Lampen owns 165,773 shares of our common stock and holds an option
to purchase 127,627 shares of our common stock at an exercise price of $12.10
per share.

We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.

TABLE OF CONTENTS

Page
----

Where You Can Find More Information................................... 2
Incorporation by Reference............................................ 2
Prospectus Summary.................................................... 4
Risk Factors.......................................................... 5
Forward-Looking Statements............................................ 15
Use of Proceeds....................................................... 17
Selling Stockholders.................................................. 17
Plan of Distribution.................................................. 18
Experts............................................................... 20
Validity of Shares.................................................... 20

VECTOR GROUP LTD.

2,312,551 SHARES
OF COMMON STOCK

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth various expenses, payable by us on behalf
of the selling stockholder in connection with the offering. Other than the SEC
registration fee, the amounts set forth below are estimates:

SEC registration fee........................................ $ 4,268
Legal fees and expenses.....................................
Accounting fees and expenses................................
Miscellaneous...............................................
----------
Total..................................... $
==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to officers and
directors in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article VI of our By-Laws provides
for indemnification of our directors and officers to the maximum extent
permitted by law.

Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of a director of a corporation to the
corporation or to any of its stockholders for monetary damages for a breach of
his fiduciary duty as a director, except in the case where the director (i)
breaches his duly of loyalty, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorizes the payment
of a dividend or approves a stock repurchase in violation of the Delaware
General Corporation Law or (iv) obtains an improper personal benefit. Article
Eighth of our Amended and Restated Certificate of Incorporation includes a
provision which eliminates directors' personal liability to the full extent
permitted under the Delaware General Corporation Law, as the same exists or may
hereafter be amended.

ITEM 16. EXHIBITS.

The following documents are filed as a part of this registration statement
or incorporated by reference herein:

EXHIBIT
NO. DESCRIPTION
-------- -----------------------------------------------------------------------------------------------

5 Opinion of Richard J. Lampen, Esq.

10.1 Master Securities Loan Agreement, dated November 18, 2004, between LeBow Gamma Limited
Partnership and Jefferies & Company, Inc. (incorporated by reference to Exhibit 12 to Amendment
No. 11, dated November 23, 2004, to the Schedule 13D filed

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by Bennett S. LeBow with respect to the Company's common stock).

10.2 Agreement, dated November 18, 2004, between Mr. LeBow, LeBow Gamma Limited Partnership and
Jefferies & Company, Inc. (incorporated by reference to Exhibit 13 to Amendment No. 11, dated
November 23, 2004, to the Schedule 13D filed by Bennett S. LeBow with respect to the Company's
common stock).

23.1 Consent of PricewaterhouseCoopers LLP, an independent registered certified public accounting
firm.

23.2 Consent of Richard J. Lampen, Esq. (included in Exhibit 5).

24.1 Power of Attorney (on signature page).

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ITEM 17. UNDERTAKINGS.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation or Registration Fee"
table in the effective registration statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore,

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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, and State of Florida, on December 21,
2004.

VECTOR GROUP LTD.

By: /s/ Joselynn D. Van Siclen
---------------------------
Joselynn D. Van Siclen
Vice President, Treasurer and
Chief Financial Officer

The registrant and each person whose signature appears below hereby
authorizes Richard J. Lampen, Joselynn D. Van Siclen and Marc N. Bell (the
"Agents"), with full power of substitution and resubstitution, to file one or
more amendments (including post-effective amendments) to the Registration
Statement which amendments may make such changes in the Registration Statement
as such Agent deems appropriate, and the registrant and each such person hereby
appoints each such Agent as attorney-in-fact to execute in the name and on
behalf of the registrant and each such person, individually and in each capacity
stated below, any such amendments to the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registration Statement has been signed below by the following persons in the
capacities indicated on December 21, 2004.

/s/ Bennett S. LeBow Chairman of the Board of
--------------------------- Directors and Chief Executive
Bennett S. LeBow Officer (Principal Executive Officer)

/s/ Joselynn D. Van Siclen Vice President, Chief Financial
-------------------------- Officer and Treasurer (Principal
Joselynn D. Van Siclen Financial Officer and Principal
Accounting Officer)

/s/ Henry C. Beinstein Director
---------------------------
Henry C. Beinstein

/s/ Ronald J. Bernstein Director
---------------------------
Ronald J. Bernstein

/s/ Robert J. Eide Director
----------------------------
Robert J. Eide

/s/ Howard M. Lorber Director
---------------------------
Howard M. Lorber

/s/ Jeffrey S. Podell Director
---------------------------
Jeffrey S. Podell

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/s/ Jean E. Sharpe Director
---------------------------
Jean E. Sharpe

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