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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): AUGUST 20, 2001


                                VECTOR GROUP LTD.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


          1-5759                                        65-0949535
(Commission File Number)                   (I.R.S. Employer Identification No.)


100 S.E. SECOND STREET, MIAMI, FLORIDA                                 33131
(Address of principal executive offices)                            (Zip Code)


                                 (305) 579-8000
              (Registrant's telephone number, including area code)





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ITEM 5. OTHER EVENTS.

         On August 20, 2001, the Board of Directors of Vector Group Ltd.
approved the acquisition by High River Limited Partnership and its affiliates of
additional shares of Vector's common stock without High River being treated as
an interested stockholder for the purposes of Section 203 of the Delaware
General Corporation Law, which governs business combinations with interested
stockholders. On July 2, 2001, Vector announced that its Board of Directors
approved the acquisition by High River and its affiliates of beneficial
ownership of a specified number of additional shares of common stock without
High River being treated as an interested stockholder. High River, an investment
entity owned by Carl C. Icahn, informed Vector that, prior to the purchases
approved on August 20, 2001, High River and its affiliates owned approximately
4,940,507 shares of Vector's common stock, representing approximately 16.5% of
the shares.

         High River advised Vector that it desired to purchase an additional
1,500,000 shares of common stock in the open market. Vector's Board approved on
August 20, 2001 under Section 203 the proposed purchase, provided that the total
number of shares of common stock beneficially owned by High River and its
affiliates, assuming completion of the proposed purchase, would not exceed
6,440,507 shares of common stock, or approximately 21.5% of the shares.



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                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                 VECTOR GROUP LTD.

                                 By: /s/ JOSELYNN D. VAN SICLEN
                                     ------------------------------------------
                                     Joselynn D. Van Siclen
                                     Vice President and Chief Financial Officer
Date:  August 21, 2001




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