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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 11)*

                                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)

                               September 29, 2005
             (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. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Dixon Guarantor LLC

   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, OO

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
      262,500

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      262,500

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      262,500

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      0.52%

14 TYPE OF REPORTING PERSON*
      OO


                                  SCHEDULE 13D
                               (Amendment No. 11)

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, OO

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
      8,027,592

8  SHARED VOTING POWER
      262,500

9  SOLE DISPOSITIVE POWER
      8,027,592

10 SHARED DISPOSITIVE POWER
      262,500

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      8,290,092

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      16.32%

14 TYPE OF REPORTING PERSON*
     PN



                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Hopper Investments, LLC

   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*
      AF

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
      0

8  SHARED VOTING POWER
      8,290,092

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      8,290,092

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      8,290,092

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      16.32%

14 TYPE OF REPORTING PERSON*
      OO



                                  SCHEDULE 13D
                               (Amendment No. 11)

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, OO

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
      1,472,060 (See Item 5)

8  SHARED VOTING POWER
      8,290,092

9  SOLE DISPOSITIVE POWER
      1,472,060 (See Item 5)

10 SHARED DISPOSITIVE POWER
      8,290,092

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      9,762,152 (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)
      19.22%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Tortoise 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, OO

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      671,050

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      671,050

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Arnos 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*
      AF

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Unicorn Associates Corporation

   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*
      AF

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      ACF Industries Holding 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*
      AF

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
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Highcrest Investors 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*
      AF

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
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Buffalo Investors 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*
      AF

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Starfire Holding Corporation

   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*
      AF

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
      0

8  SHARED VOTING POWER
      671,050

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      671,050

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.32%

14 TYPE OF REPORTING PERSON*
      CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
      Little Meadow 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, OO

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
      10,800

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      10,800

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      10,800

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      0.02%

14 TYPE OF REPORTING PERSON*
      CO


                                  SCHEDULE 13D
                               (Amendment No. 11)

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*
      AF

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
      10,444,002

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      10,444,002

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      10,444,002

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      20.56%

14 TYPE OF REPORTING PERSON*
      IN

                                  SCHEDULE 13D
                               (Amendment No. 11)
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, OO

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
      15,952

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      15,952

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      15,952

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .03%

14 TYPE OF REPORTING PERSON*
      IN



                                  SCHEDULE 13D
                               (Amendment No. 11)

Item 1. Security and Issuer

     The Schedule 13D filed with the U.S.  Securities and Exchange Commission on
January 28, 1998, by the Reporting Persons, as amended on October 7, 1998, April
28, 2000, May 16, 2001, May 31, 2001, July 3, 2001,  August 21, 2001, August 28,
2002,  September 3, 2002  September 25, 2002 and November 22, 2004,  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 2. Identity and Background

     Item 2 is hereby amended and restated as follows:

     The  persons  filing  this  statement  are  Tortoise   Corp.,  a  New  York
corporation ("Tortoise"),  Arnos Corp., a Nevada corporation ("Arnos"),  Unicorn
Associates  Corporation,  a New York  corporation  ("Unicorn"),  ACF  Industries
Holding Corp, a Delaware corporation ("ACF Holding"), Highcrest Investors Corp.,
a  Delaware  corporation  ("Highcrest"),  Buffalo  Investors  Corp.,  a New York
corporation  ("Buffalo"),  Starfire Holding Corporation,  a Delaware corporation
("Starfire"),  Little Meadow Corp., a Delaware  corporation  ("Little  Meadow"),
Barberry Corp., a Delaware corporation  ("Barberry"),  Hopper Investments LLC, a
Delaware limited liability company ("Hopper"), High River Limited Partnership, a
Delaware limited  partnership ("High River") and Dixon Guarantor LLC, a Delaware
limited  liability  company  ("Dixon",  and collectively  with Tortoise,  Arnos,
Unicorn, ACF Holding,  Highcrest,  Buffalo,  Starfire,  Little Meadow, Barberry,
Hopper and High River,  the "Icahn  Entities"),  Carl C. Icahn, a citizen of the
United States of America (Mr. Icahn, and  collectively  with the Icahn Entities,
the "Icahn  Group") and Gail Golden,  a citizen of the United States of America,
the spouse of Mr.  Icahn (Ms.  Golden  collectively  with the Icahn  Group,  the
"Registrants").  The principal business address and the address of the principal
office of (i) the Icahn  Entities is 100 South  Bedford Road,  Mount Kisco,  New
York 10549 and (ii) Mr. Icahn, and Ms. Golden is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153.

Barberry  is the sole member of Hopper.  Hopper is the  general  partner of High
River.  High River is the sole member of Dixon.  Buffalo is 100 percent owned by
Starfire. Highcrest is approximately 99.34 percent owned by Buffalo. ACF Holding
is 100 percent owned by Highcrest.  Unicorn is 100 percent owned by ACF Holding.
Arnos is 100 percent  owned by Unicorn.  Tortoise is 100 percent owned by Arnos.
Each of Barberry, Starfire and Little Meadow are 100 percent owned by Mr. Icahn.
Mr.  Icahn is (i) the sole  director  of each of  Barberry,  Little  Meadow  and
Starfire and (ii)  Chairman of the Board and President of Barberry and Starfire.
As a result of Mr. Icahn's direct or indirect  ownership of and position(s),  as
applicable,  with the Icahn Entities, Mr. Icahn is in a position to directly and
indirectly  determine  the  investment  and voting  decisions  made by the Icahn
Entities.

Each of Barberry, High River, Dixon, Starfire,  Buffalo, Highcrest, ACF Holding,
Unicorn,  Arnos,  Tortoise,  and  Little  Meadow  are  primarily  engaged in the
business of holding and investing in securities.  Hopper is primarily engaged in
the  business  of acting as the  general  partner of High River and  holding and
investing in securities.

Mr. Icahn's present principal occupation or employment is: (i) owning all of the
interests in CCI Onshore Corp. ("Onshore") and CCI Offshore Corp.  ("Offshore"),
through which Mr. Icahn indirectly  directs and manages the investments of Icahn
Partners Master Fund LP, a Cayman Island limited  partnership  ("Icahn  Master")
and Icahn Partners LP, a Delaware limited partnership  ("Icahn Partners");  (ii)
indirectly  owning all of the  interests  in American  Property  Investors  Inc.
("API"),  the general  partner of American Real Estate  Partners L.P., a limited
partnership  engaged directly and indirectly in real estate and the operation of
various  businesses;  and (iii) owning all of the interests of Starfire  Holding
Corporation,  a Delaware corporation  ("Starfire") and acting as President and a
director of Starfire  and as the Chairman of the Board and a director of various
Starfire subsidiaries.  Each of Starfire,  Onshore,  Offshore,  Icahn Master and
Icahn Partners is primarily  engaged in the business of investing in and holding
securities of various  entities.  Ms Golden's  present  principal  occupation or
employment is acting as an officer of various entities controlled by Mr. Icahn.

The name,  citizenship,  present principal occupation or employment and business
address of each  director  and  executive  officer of the Icahn  Entities is set
forth in Schedule A attached hereto.

Item 3. Source and Amount of Funds or other Consideration

     Item 3 is hereby amended to add the following:

     On December  14,  2005,  pursuant to the  Issuer's  Exchange  Offer for New
Valley  Corporation  common stock, the Icahn Entities in the aggregate  received
681,850 Shares.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby amended to add the following:

     (a)  The conversion price of the Notes was adjusted to $22.12 per share due
          to a stock  dividend  payable on September 29, 2004. As a result,  the
          Notes became  convertible into 904,159 Shares. The conversion price of
          the Notes was adjusted on December 14, 2005 to $21.72 per share due to
          the increase in the number of issued  Shares.  As a result,  the Notes
          became  convertible  into 920,810 Shares.  Assuming  conversion of the
          Notes,  the Icahn  Group may be deemed  to  beneficially  own,  in the
          aggregate,  10,444,002 Shares representing approximately 20.56% of the
          Issuer's  outstanding  Shares (based upon the 49,878,697 Shares stated
          to be  outstanding  as of  February  14,  2006  by the  Issuer  in the
          Issuer's Form 424B3 filed with the Securities and Exchange  Commission
          on February 15, 2006,  and the Shares to be issued upon  conversion of
          the Notes). Ms Golden,  beneficially  owns 15,952 Shares  representing
          approximately 0.03% of the Issuer's outstanding Shares (based upon the
          49,878,697  Shares stated to be outstanding as of February 14, 2006 by
          the Issuer in the Issuer's  Form 424B3 filed with the  Securities  and
          Exchange Commission on February 15, 2006).

     (b)  High River by virtue of its  relationship  to Dixon (as  disclosed  in
          Item 2), may be deemed to beneficially own (as that term is defined in
          Rule 13d-3 under the Act) the 262,500  Shares  which Dixon owns.  High
          River  disclaims  beneficial  ownership  of such  Shares for all other
          purposes.  Each of Barberry and Hopper by virtue of their relationship
          to High  River and Dixon (as  disclosed  in Item 2),  may be deemed to
          beneficially own (as that term is defined in Rule 13d-3 under the Act)
          the  8,027,592  Shares  which High River owns and the  262,500  Shares
          which Dixon  owns.  Each of Barberry  and Hopper  disclaim  beneficial
          ownership of such Shares for all other purposes.

          Each of Starfire,  Buffalo,  Highcrest, ACF Holding, Unicorn and Arnos
          by virtue of their  relationship  to Tortoise (as disclosed in Item 2)
          may be deemed to  beneficially  own (as that term is  defined  in Rule
          13d-3 under the Act) the 671,050 Shares which  Tortoise owns.  Each of
          Starfire,  Buffalo, Highcrest, ACF Holding, Unicorn and Arnos disclaim
          beneficial ownership of such Shares for all other purposes.

          Mr.  Icahn by virtue of his  relationship  to Barberry,  Hopper,  High
          River, Dixon,  Starfire,  Buffalo,  Highcrest,  ACF Holding,  Unicorn,
          Arnos,  Tortoise  and Little  Meadow (as  disclosed in Item 2), may be
          deemed to  beneficially  own (as that term is  defined  in Rule  13d-3
          under the Act) the 1,472,060 Shares (assuming  conversion of the Notes
          into 920,810  Shares) which Barberry owns, the 8,027,592  Shares which
          High River owns,  the  262,500  Shares  which Dixon owns,  the 671,050
          Shares which  Tortoise  owns and the 10,800 Shares which Little Meadow
          owns. Mr. Icahn disclaims  beneficial ownership of such Shares for all
          other purposes.  Mr. Icahn by virtue of his relationship to Ms. Golden
          (as disclosed in Item 2), may be deemed to  beneficially  own (as that
          term is defined in Rule 13d-3 under the Act) the 15,952  Shares  which
          Ms.  Golden owns.  Mr. Icahn  disclaims  beneficial  ownership of such
          Shares for all purposes.

     (c)  The following  table sets forth all  transactions  with respect to the
          Shares effected by any of the Registrants since September 29, 2005.

Name              Date        No. of Shares Acquired     Price Per Share
----              ----        ----------------------     ---------------

Barberry          9/29/05          26,250                 5% Dividend payable
                                                          on 9/29/05

Dixon             9/29/05          12,500                 5% Dividend payable
                                                          on 9/29/05

High River        9/29/05         382,266                 5% Dividend payable
                                                          on 9/29/05

Gail Golden       9/29/05             759                 5% Dividend payable
                                                          on 9/29/05

Little Meadow     12/14/05         10,800                 Received pursuant to
                                                          Issuer's Exchange
                                                          Offer for New Valley
                                                          Corporation common
                                                          shares

Tortoise Corp.    12/14/05        671,050                 Received pursuant to
                                                          Issuer's Exchange
                                                          Offer for New Valley
                                                          Corporation common
                                                          shares

Item 7. Material to be Filed as Exhibits

     Item 7 is hereby amended and restated as follows:

     1 Amended and Restated Joint Filing Agreement of the Registrants





                                    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: March 6, 2006



/s/ Carl C. Icahn
-----------------
CARL C. ICAHN



/s/ Gail Golden
---------------
GAIL GOLDEN



DIXON GUARANTOR LLC
By:  High River Limited Partnership, sole member

   By:  Hopper Investments LLC, general partner

      By:  /s/ Edward E. Mattner
           ---------------------
           EDWARD E. MATTNER, Vice President



HIGH RIVER LIMITED PARTNERSHIP
By:      Hopper Investments LLC, general partner

   By:  /s/ Edward E. Mattner
        ---------------------
        EDWARD E. MATTNER, Vice President



HOPPER INVESTMENTS, LLC

By:  /s/ Edward E. Mattner
     ----------------------
     EDWARD E. MATTNER, Vice President



BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, Vice President


               [Signature Page of Amendment No. 11 to Schedule 13D
                       with respect to Vector Group Ltd.]

TORTOISE CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President



ARNOS CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, Vice President



UNICORN ASSOCIATES CORPORATION

By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President and Treasurer



ACF INDUSTRIES HOLDING CORP.

By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Vice President



HIGHCREST INVESTORS CORP.

By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Vice President and Assistant Treasurer



BUFFALO INVESTORS CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President and Treasurer



STARFIRE HOLDING CORPORATION

By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Secretary and Treasurer


               [Signature Page of Amendment No. 10 to Schedule 13D
                       with respect to Vector Group Ltd.]



                                                                       EXHIBIT 1
                                                                       ---------

                              AMENDED AND RESTATED
                             JOINT FILING AGREEMENT

     In accordance with Rule  13d-1(k)(1)  under the Securities  Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including  amendments thereto) with
respect to the common stock,  $.10 par value,  of Vector Group Ltd., and further
agree that this  Amended and Restated  Joint Filing  Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned,  being duly
authorized,  have executed this Amended and Restated Joint Filing Agreement this
6th day of March, 2006.


/s/ Carl C. Icahn
-----------------
CARL C. ICAHN


/s/ Gail Golden
---------------
GAIL GOLDEN


DIXON GUARANTOR LLC
By:  High River Limited Partnership, sole member

   By:  Hopper Investments LLC, general partner

      By:  /s/ Edward E. Mattner
           ---------------------
           EDWARD E. MATTNER, Vice President


HIGH RIVER LIMITED PARTNERSHIP

By:  Hopper Investments LLC, general partner

   By:  /s/ Edward E. Mattner
        ---------------------
        EDWARD E. MATTNER, Vice President


HOPPER INVESTMENTS, LLC
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, Vice President


         [Signature Page to Amended and Restated Joint Filing Agreement
                       with respect to Vector Group Ltd.]



BARBERRY CORP.
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, Vice President


TORTOISE CORP.
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President


ARNOS CORP.
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, Vice President


UNICORN ASSOCIATES CORPORATION
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President and Treasurer


ACF INDUSTRIES HOLDING CORP.
By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Vice President


HIGHCREST INVESTORS CORP.
By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Vice President and Assistant Treasurer


BUFFALO INVESTORS CORP.
By:  /s/ Edward E. Mattner
     ---------------------
     EDWARD E. MATTNER, President and Treasurer


         [Signature Page to Amended and Restated Joint Filing Agreement
                       with respect to Vector Group Ltd.]



STARFIRE HOLDING CORPORATION
By:  /s/ Keith Cozza
     ---------------
     KEITH COZZA, Secretary and Treasurer
















       [Signature Page to Amended and Restated Joint Filing Agreement with
                          respect to Vector Group Ltd.]



                                   SCHEDULE A

                        DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth the name,  position,  and principal  occupation of each
director and executive officer of Arnos, ACF Holding, Barberry,  Buffalo, Dixon,
High River, Highcrest,  Hopper, Little Meadow,  Starfire,  Tortoise and Unicorn.
Each such  person is a citizen of the United  States of  America.  The  business
address of Messrs. Icahn, Bleznick,  Mattner,  Intrieri,  Cozza and Ms Golden is
767 Fifth Avenue,  47th Floor, New York, New York 10153. The business address of
Mr.  Pettit  is 2000 Las  Vegas  Blvd.  South,  Las  Vegas,  NV 89104  Unless as
otherwise indicated,  to the best of the Registrant's  knowledge,  except as set
forth in this Schedule  13D, none of the directors or executive  officers of the
Registrants own any Shares of the Issuer.


ARNOS CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director and President
Edward E. Mattner                    Vice President
Gail Golden                          Vice President, Secretary; Treasurer
Jordan Bleznick                      Vice President/Taxes*
Craig Pettit                         Vice President of Administration; Assistant
                                       Secretary


ACF INDUSTRIES HOLDING CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director and Chairman of the Board
Keith Cozza                          Director and Vice President
Vincent J. Intrieri                  President; Treasurer
Jordan Bleznick                      Vice President/Taxes*


BARBERRY CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director, Chairman of the Board and
                                       President
Jordan Bleznick                      Vice President/Taxes*
Edward E. Mattner                    Vice President; Authorized Signatory
Gail Golden                          Vice President; Authorized Signatory
Vincent J. Intrieri                  Vice President; Authorized Signatory
Keith Cozza                          Secretary; Treasurer


BUFFALO INVESTORS CORP.
Name                                 Title
----                                 -----
Keith Cozza                          Director, Vice President; Assistant
                                       Secretary
Gail Golden                          Assistant Secretary
Edward E. Mattner                    President; Treasurer
Jordan Bleznick                      Vice President/Taxes*


DIXON GUARANTOR LLC
Name                                 Title
----                                 -----
High River Limited Partnership       General Partner


HIGH RIVER LIMITED PARTNERSHIP
Name                                 Title
----                                 -----
Hopper Investments LLC               General Partner


HIGHCREST INVESTORS CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director; Chairman of the Board; President
Edward E. Mattner                    Director
Keith Cozza                          Director; Vice President; Assistant
                                       Treasurer
Jordan Bleznick                      Vice President/Taxes*
Gail Golden                          Vice President; Secretary
Vincent J. Intrieri                  Assistant Secretary


HOPPER INVESTMENTS LLC
Name                                 Title
----                                 -----
Barberry Corp.                       Sole Member
Edward E. Mattner                    Vice President


LITTLE MEADOW CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director
Edward E. Mattner                    President; Authorized Signatory
Jordan Bleznick                      Vice President/Taxes*
Vincent J. Intrieri                  Vice President
Keith Cozza                          Secretary; Treasurer; Authorized Signatory


STARFIRE HOLDING CORPORATION
Name                                 Title
----                                 -----
Carl C. Icahn                        Director; Chairman of the Board; President
Vincent J. Intrieri                  Vice President; Authorized Signatory
Gail Golden                          Vice President; Authorized Signatory
Jordan Bleznick                      Vice President/Taxes*
Keith Cozza                          Secretary; Treasurer; Authorized Signatory


TORTOISE CORP.
Name                                 Title
----                                 -----
Carl C. Icahn                        Director
Edward E. Mattner                    President
Gail Golden                          Vice President; Secretary
Vincent J. Intrieri                  Vice President; Assistant Secretary
Jordan Bleznick                      Vice President/Taxes*


UNICORN ASSOCIATES CORPORATION
Name                                 Title
----                                 -----
Carl C. Icahn                        Director
Edward E. Mattner                    President; Treasurer
Gail Golden                          Vice President; Secretary
Jordan Bleznick                      Vice President/Taxes *

--------
*Restricted signing authority. May only execute documents related to tax
 matters.