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

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 14)*

                               Vector Group Ltd.
                                (Name of Issuer)

                     Common Stock, par value $.10 per share
                         (Title of Class of Securities)

                                   112525100
                                 (CUSIP Number)

                     Keith Schaitkin, Esq., General Counsel
                Icahn Associates Corp. and affiliated companies
                          767 Fifth Avenue, 47th floor
                            New York, New York 10153
                                 (212) 702-4380

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

                               November 22, 2011
            (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  informa-tion  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. 14)

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*
      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
      3,963,852

8   SHARED VOTING POWER
      0

9   SOLE DISPOSITIVE POWER
      3,963,852

10  SHARED DISPOSITIVE POWER
      0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      3,963,852

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

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      4.99%

14  TYPE OF REPORTING PERSON*
      PN



                                  SCHEDULE 13D
                               (Amendment No. 14)

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*
      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
      0

8   SHARED  VOTING  POWER
      3,963,852

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      3,963,852

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,963,852

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

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      4.99%

14  TYPE  OF  REPORTING  PERSON*
      OO



                                  SCHEDULE 13D
                               (Amendment No. 14)

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*
      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
      0

8   SHARED  VOTING  POWER
      3,963,852

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      3,963,852

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,963,852

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

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      4.99%

14  TYPE  OF  REPORTING  PERSON*
      CO



                                  SCHEDULE 13D
                               (Amendment No. 14)

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*
      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
      0

8   SHARED  VOTING  POWER
      3,963,852

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      3,963,852

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,963,852

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

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      4.99%

14  TYPE  OF  REPORTING  PERSON*
      IN



                                  SCHEDULE 13D
                               (Amendment No. 14)

Item 1. Security and Issuer

     The  Schedule 13D filed with the U.S. Securities and Exchange Commission on
January  28,  1998,  by  the Icahn Group, as previously amended, relating to the
shares  of  common  stock,  $0.10 par value (the "Shares"), of Vector Group Ltd.
(the  "Issuer"),  is  hereby  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 4. Purpose of Transaction

     Item  4  of  the  Schedule  13D  is  hereby  amended  to add the following:

     On  November  22,  2011,  the  Icahn  Group sold an aggregate of 10,836,000
Shares  at  a  price  of $17.705 per share. 7,240,000 Shares were sold in market
transactions and 3,596,000 Shares were sold in a private transaction pursuant to
an  agreement,  a copy of which is filed herewith as an exhibit and incorporated
herein  by  reference.  The  transactions  are  expected  to  settle on or about
November  28,  2011.

Item 5. Interest in Securities of the Issuer

     Item  5  of the Schedule 13D is hereby amended and restated in its entirety
as  follows:

     (a)  Following  the transactions described in Item 4 above, the Icahn Group
may  be  deemed  to  beneficially  own,  in  the  aggregate,  3,963,852  Shares,
representing  approximately 4.99% of the Issuer's outstanding Shares (based upon
the  79,442,674  Shares  stated  to be outstanding as of November 3, 2011 by the
Issuer  in  the  Issuer's  Form  10-Q  filed  with  the  Securities and Exchange
Commission  on  November  3,  2011).

     (b) High River may be deemed to have sole voting power and sole dispositive
power  with  regard  to  3,963,852  Shares. Each of Hopper, Barberry and Carl C.
Icahn,  by  virtue  of  their  relationship to High River, may be deemed to have
shared  voting  power  and  shared dispositive power with regard to such Shares.

     (c)  All  transactions in the Shares effected by the Icahn Group within the
past  60  days  are  set  forth  in  Item  4  hereof.

     (e)  As  a  result  of  the transactions reported in this Schedule 13D, the
Icahn  Group ceased to be the beneficial owners of more than five percent of the
Shares  and are no longer subject to the reporting requirements of Rule 13d-1(a)
of  the  Exchange  Act.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
        Securities  of  the  Issuer

     Item  6  of  the  Schedule  13D  is hereby amended by adding the following:

     The  disclosure  set  forth  above  in  Item  4  is  incorporated herein by
reference.

Item 7. Exhibits

     1.   Agreement  dated  as  of  November  22, 2011, among High River Limited
          Partnership,  Frost  Gamma  Investments  Trust  and  Phillip  Frost.



                                   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: November 23, 2011


HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member

By:  /s/ Edward E. Mattner
     ---------------------
     Name: Edward Mattner
     Title: Authorized Signatory


HOPPER INVESTMENTS, LLC
By: Barberry Corp., its sole member

By:  /s/ Edward E. Mattner
     ---------------------
     Name: Edward Mattner
     Title: Authorized Signatory


BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     Name: Edward Mattner
     Title: Authorized Signatory



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



   [Signature Page of Amendment No. 14 to Schedule 13D with respect to Vector
                                  Group Ltd.]



                                                                       EXHIBIT 1

                               PURCHASE AGREEMENT

     This PURCHASE AGREEMENT ("AGREEMENT") is entered into as of the 22nd day of
November,  2011,  by and between FROST GAMMA INVESTMEMTS TRUST and PHILLIP FROST
(jointly  and  severally,  the  "BUYER")  and  HIGH  RIVER  LIMITED  PARTNERSHIP
("SELLER").

                              B A C K G R O U N D

     WHEREAS,  Seller  is the owner of 3,596,000 shares of the Common Stock, par
value  $0.10  per  share  (such  3,596,000 shares, the "COMMON STOCK") issued by
Vector  Group  Ltd.  (the  "COMPANY");  and

     WHEREAS,  Seller  has  agreed  to sell the Common Stock for an aggregate of
$63,667,180  (the  "TOTAL  PRICE");  and

     WHEREAS,  the  Buyer  has agreed to purchase the Common Stock for the Total
Price.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
promises,  covenants  and  agreements  herein  contained, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Seller and the Buyer, intending to be legally bound, hereby agree
as  follows:

     SECTION  1.  PURCHASE AND SALE. The Buyer hereby purchases from the Seller,
and  Seller  hereby  sells  to  the  Buyer all rights, title and interest in the
Common  Stock.

     SECTION  2.  PAYMENT  AND  DELIVERY. On November 28, 2011, the Seller shall
deliver  the  Common  Stock to an account at Jefferies and Company designated by
Phillip  Frost  versus  immediate  payment  (DVP)  of the Total Price to Seller.

     SECTION  3.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Seller  hereby
represents  and  warrants  to  the  Buyer  as  follows:

          (a) This Agreement has been duly and validly executed and delivered by
Seller  and  constitutes  the  legal,  valid  and  binding obligation of Seller,
enforceable  against  the  Seller  in  accordance  with  its  terms.

          (b)  Seller  has  full  and legal title and beneficial interest to the
Common  Stock  and  conveys  to  Buyer, such Common Stock, free and clear of any
lien.

          (c)  Seller  acknowledges  and  understands  that  Buyer  may  have
information  regarding  the  Company  not  known  to  Seller.

     SECTION  4.  REPRESENTATIONS  AND WARRANTIES OF THE BUYER. The Buyer hereby
represents  and  warrants  to  Seller  as  follows:

          (a) This Agreement has been duly and validly executed and delivered by
the  Buyer and constitutes the legal, valid and binding obligation of the Buyer,
enforceable  against  the  Buyer  in  accordance  with  its  terms.

          (b)  Buyer  is purchasing the Common Stock for its own account and not
with  a  view  towards  the  sale  or  distribution  thereof in violation of the
Securities  Act  of  1933,  as  may  be  amended  from time to time (the "ACT").

          (c) Buyer is (i) an "accredited investor" as defined in Rule 501(a) of
Regulation  D  promulgated  under  the  Act  and (ii) a "qualified institutional
buyer"  as  defined  in  Rule  144A  of  the  Act.

          (d)  Buyer understands that its investment in the Common Stock entails
a  high degree of risk, Buyer's acquisition of the Common Stock will be a highly
speculative  investment  and,  without  impairing its financial condition, it is
able  to  hold the Common Stock for an indefinite period of time and to suffer a
complete  loss  of  its  investment. Buyer understands the lack of liquidity and
restrictions  on  transfer  of  the  Common Stock and that its investment in the
Common Stock is suitable only for a person or entity of adequate financial means
that  has  no  need for liquidity of this investment and that can afford a total
loss  of  its  investment;

          (e)  Buyer  is  not  acquiring  the  Common  Stock  as  a result of or
subsequent  to  any  advertisement,  article,  notice  or  other  communication
published  in  any  newspaper,  magazine  or  similar  media  or  broadcast over
television or radio, any seminar or meeting, or any solicitation by a person not
previously known thereto in connection with investments in securities generally.

          (f)  Buyer  acknowledges  and  understands  that  Seller  may  have
information  regarding  the  Company  not  known  to  Buyer.

     SECTION  5.  MISCELLANEOUS.

          (a)  Survival.  All representations, warranties and agreements made by
each  party  under  this Agreement shall survive the closing of the transactions
contemplated  hereunder.

          (b)  Choice  of  Law.  All  questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and  construed and enforced in accordance with the internal laws of the State of
New  York,  without  regard  to the principles of conflicts of law thereof. Each
party  agrees  that  all  legal  proceedings  concerning  the  interpretations,
enforcement  and  defense  of  the  transactions  contemplated by this Agreement
(whether  brought  against  a  party  hereto  or  its  respective  affiliates,
principals,  stockholders,  directors,  partners, employees and agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state  and  federal courts sitting in the City of New York, Borough of Manhattan
for  the adjudication of any dispute hereunder or in connection herewith or with
any  transaction contemplated hereby or discussed herein, and hereby irrevocably
waives,  and  agrees  not to assert in any suit, action or proceeding, any claim
that  it  is  not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding.

          (c)  Counterparts.  This  Agreement  may  be  executed in counterparts
(whether  facsimile,  .PDF  or original), each of which shall be deemed to be an
original,  and  all  of  which  shall  together  constitute  one  and  the  same
instrument.

          (d) Further Instruments. The parties shall, at any time, and from time
to  time,  following  the execution hereof, execute and deliver all such further
instruments  or documents and take all such further actions as may be reasonably
necessary  or  appropriate in order to carry out more effectively the intent and
purposes  of  this  Agreement.

          (e)  Amendment.  No amendment of any provision of this Agreement shall
be  valid  unless the same shall be in writing and signed by the parties hereto.

          (f) Expenses. Each party will bear its own expenses and costs incurred
in  connection  with  this  Agreement  and the transactions contemplated hereby.

          (g)  Entire Agreement. This Agreement constitutes the entire agreement
between  the  parties  with  respect to the subject matter contained herein, and
supersedes  all  prior  and  contemporaneous oral and written communications and
agreements  with  respect  thereto.

          (h)  No  Broker.  The parties represent and warrant to each other that
neither  party  used  any  broker  in  connection  with  the  transaction.




     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

BUYER:

FROST  GAMMA  INVESTMEMTS  TRUST

By:  _____________________________________
       Name:  Phillip  Frost
       Title:  Trustee


________________________________________
PHILLIP  FROST



SELLER:

HIGH  RIVER  LIMITED  PARTNERSHIP
By:  Hopper  Investments  LLC,  its  general  partner
By:  Barberry  Corp.,  its  sole  member

By:  _____________________________________
       Name:  Edward  Mattner
       Title:  Authorized  Signatory