1

                                                FILED PURSUANT TO RULE 424(b)(3)
                                                REGISTRATION NO. 333-69294

               PROSPECTUS SUPPLEMENT NO. 2 DATED OCTOBER 12, 2001
                    (TO PROSPECTUS DATED SEPTEMBER 28, 2001)

                                  $172,500,000

                                VECTOR GROUP LTD.

             6 1/4% CONVERTIBLE SUBORDINATED NOTES DUE JULY 15, 2008
                                       AND
               COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES

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

         This prospectus supplement supplements the prospectus dated September
28, 2001 of Vector Group Ltd. relating to the sale by certain of our
securityholders (and their transferees, pledgees, donees and successors) of up
to $172,500,000 aggregate principal amount at maturity of our 6 1/4% Convertible
Subordinated Notes due July 15, 2008 and the common stock issuable upon
conversion of the notes. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supercedes the information contained in the prospectus.

         The table of selling securityholders contained on pages 44 to 47 of the
prospectus is hereby amended to add the following additional selling
securityholders.




                                Principal Amount of       Percentage of      Number of Shares of     Percentage of
                                 Notes Beneficially           Notes           Common Stock That      Common Stock
Name                           Owned That May Be Sold      Outstanding         May Be Sold(1)       Outstanding(2)
------------------------------ ----------------------- -------------------- ---------------------- ------------------
                                                                                       

Onex Industrial Partners             $6,516,500                3.8%                 189,378                *
Limited

Pebble Capital Inc.                  $1,681,500                  *                   48,866                *

Silvercreek II Limited               $6,442,000                3.7%                 187,213                *

Silvercreek Limited                  $3,310,000                1.9%                  96,192                *
Partnership

West 64 Limited                      $1,650,000                  *                   47,951                *


----------------------
* Less than 1%.

(1)   Assumes conversion of all of the securityholder's notes at a conversion
      price of $34.41 per share of common stock. The initial conversion price of
      $36.531 per share has been adjusted to reflect a cash dividend of $0.40
      per share of common stock and a 5% stock dividend paid by us on September
      28, 2001. The conversion price is subject to further adjustment as
      described under "Description of Notes-Conversion Rights" and, as a result,
      the amount of common stock issuable upon conversion of the notes may
      increase or decrease in the future.

(2)   Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 31,548,753
      shares of common stock outstanding as of October 11, 2001. In calculating
      this amount, we treated as outstanding the number of shares of common
      stock issuable upon conversion of all of that particular securityholder's
      notes. We did not assume, however, the conversion of any other
      securityholder's notes.

         Investing in the notes and our common stock involves risks, which are
described under "Risk Factors" beginning on page 11 of the prospectus.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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           The date of this prospectus supplement is October 12, 2001.