UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 8)*

                                Vector Group Ltd.
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    112525100
                                 (CUSIP Number)

                       Marc Weitzen, Esq., General Counsel
                 Icahn Associates Corp. and affiliated companies
                          767 Fifth Avenue, 47th floor
                            New York, New York 10153
                                 (212) 702-4388

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                 August 28, 2002
             (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 / /.

NOTE: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other 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  Exchange
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).




                                  SCHEDULE 13D
                                (Amendment No. 8)

CUSIP No. 112525100

1        NAME OF REPORTING PERSON
                  High River Limited Partnership

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /
                                                                         (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                                                / /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                     6,662,500

         8        SHARED VOTING POWER
                             0

         9        SOLE DISPOSITIVE POWER
                     6,662,500

         10       SHARED DISPOSITIVE POWER
                             0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                     6,662,500

12       CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                            / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                          20.0%

14       TYPE OF REPORTING PERSON*
                           PN



                                  SCHEDULE 13D
                                (Amendment No. 8)

CUSIP No.112525100

1        NAME OF REPORTING PERSON
                  Barberry Corp.

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) / /
                                                                        (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                                                 //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                     608,642 (See Item 5)

         8        SHARED VOTING POWER
                   6,662,500

         9        SOLE DISPOSITIVE POWER
                           0

         10       SHARED DISPOSITIVE POWER
                   6,662,500

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   7,271,142 (See Item 5)

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                           / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           21.5%

14       TYPE OF REPORTING PERSON*
                           CO



                                  SCHEDULE 13D
                                (Amendment No. 8)

CUSIP No.112525100

1        NAME OF REPORTING PERSON
                  Carl C. Icahn

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) / /
                                                                        (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                          0

         8        SHARED VOTING POWER
                  7,271,142 (See Item 5)

         9        SOLE DISPOSITIVE POWER
                          0

         10       SHARED DISPOSITIVE POWER
                  7,271,142 (See Item 5)

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  7,271,142 (See Item 5)

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                           / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           21.5%

14       TYPE OF REPORTING PERSON*
                           IN



                                  SCHEDULE 13D
                                (Amendment No. 8)
CUSIP No. 11252100

1        NAME OF REPORTING PERSON
                  Gail Golden

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) / /
                                                                       (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  PF

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                      13,175

         8        SHARED VOTING POWER
                           0

         9        SOLE DISPOSITIVE POWER
                      13,175

         10       SHARED DISPOSITIVE POWER
                           0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                      13,175

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  //

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           .040%

14       TYPE OF REPORTING PERSON*
         IN



                                  SCHEDULE 13D
                                (Amendment No. 8)

Item 1.  Security and Issuer

     The Schedule 13D filed with the U.S.  Securities and Exchange Commission on
January 28, 1998, by the  Registrants,  as amended on October 7, 1998, April 28,
2000, May 16, 2001, May 31, 2001,  July 3, 2001,  August 21, 2001 and August 28,
2002, relating to the common shares,  $0.10 par value (the "Shares"),  of Vector
Group Ltd. (f/k/a Brooke Group Ltd.) (the  "Issuer"),  is amended to furnish the
additional  information set forth herein. All capitalized terms contained herein
but not otherwise  defined shall have the meaning  ascribed to such terms in the
previously filed statement on Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

     The  aggregate  purchase  price  of the  173,200  Shares  purchased  by the
Registrants  not previously  reported on a Schedule 13D by the  Registrants  was
$1,748,325.  The  source of funding  for the  purchase  of these  Shares was the
general working capital of High River.

Item 5.  Interest in Securities of the Issuer

     (a) As a result of  dividends  paid,  the  Notes  became  convertible  into
608,642 Shares.  Assuming conversion of the Notes,  Registrants may be deemed to
beneficially own, in the aggregate,  7,271,142 Shares representing approximately
21.5% of the  Issuer's  outstanding  Shares  (based upon the  33,257,284  Shares
stated to be  outstanding  as of August 13,  2002 by the Issuer in the  Issuer's
Form 10-Q for the  Quarterly  Period Ended June 30,  2002,  and the Shares to be
issued upon conversion of the Notes).

     (b) High River has sole voting power and sole dispositive power with regard
to 6,662,500  Shares.  Assuming  conversion  of the Notes into  608,642  Shares,
Barberry has sole voting power and sole dispositive power with regard to 608,642
Shares.  Barberry  has shared  voting  power and shared  dispositive  power with
regard to  6,662,500  Shares.  Carl C. Icahn has shared  voting power and shared
dispositive  power with regard to 7,271,142 Shares.  Gail Golden,  the spouse of
Mr.  Icahn,  has sole  voting  power and sole  dispositive  power with regard to
13,175 Shares.

     Barberry and Mr. Icahn, by virtue of their  relationships to High River (as
disclosed in Item 2), may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which High River  directly  beneficially
owns.  Each of Barberry and Mr.  Icahn  disclaims  beneficial  ownership of such
Shares  for all other  purposes.  Mr.  Icahn by virtue  of his  relationship  to
Barberry (as  disclosed in Item 2), may be deemed to  beneficially  own (as that
term is defined in Rule 13d-3 under the Act) the Shares which Barberry  directly
beneficially owns. Mr. Icahn disclaims  beneficial  ownership of such Shares for
all other purposes.  Mr. Icahn disclaims beneficial ownership of Shares directly
beneficially owned by Ms. Golden.

     (c) The  following  table sets forth all  transactions  with respect to the
Shares  effected  by any of the  Registrants  during  the  past  sixty  days not
previously reported. All such transactions were effected in the open market.

Name                       Date       No. of Shares Purchased    Price Per Share
High River                 8/28/02     35,000                             $13.58
High River                 8/29/02     13,200                             $13.63
High River                 8/30/02    125,000                             $13.99


                                    SIGNATURE

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

Dated: September 3, 2002


HIGH RIVER LIMITED PARTNERSHIP

By:      BARBERRY CORP,
         General Partner


         By:      /s/ Robert J. Mitchell
                  Name:  Robert J. Mitchell
                  Title: Authorized Signatory


BARBERRY CORP.


By:     /s/ Robert J. Mitchell
         Name:  Robert J. Mitchell
         Title: Authorized Signatory



/s/ Carl C. Icahn
CARL C. ICAHN


/s/ Gail Golden
GAIL GOLDEN


    [Signature Page of Amendment No. 8 to Schedule 13D with respect to Vector
                                  Group Ltd.]