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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):  OCTOBER 2, 1995


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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


                 1-5759                                  51-0255124
        (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)

                                (NOT APPLICABLE)
         (Former name or former address, if changed since last report)



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ITEM 5.    OTHER EVENTS.

                  On October 2, 1995, Brooke Group Ltd. issued a press release, 
       a copy of which is attached as Exhibit 99.1 and incorporated herein by 
       reference.


ITEM 7.    FINANCIAL STATEMENT AND EXHIBITS.

       (c) Exhibits.

                 99.1  Press Release of Brooke Group Ltd. dated October 2, 1995.





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                                   SIGNATURE

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


                                               BROOKE GROUP LTD.
                                           
                                           
                                           
                                               /s/ Gerald E. Sauter            
                                               --------------------------------
Date:  October 11, 1995                        Gerald E. Sauter
                                               Vice President and
                                               Chief Financial Officer






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                                 EXHIBIT INDEX


Exhibit No. Description Sequentially Numbered Page - ---------- ----------- -------------------------- 99.1 Press Release of Brooke Group Ltd. 5 dated October 2, 1995.
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                                  EXHIBIT 99.1








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SARD VERBINNEN & CO                                                       NEWS


FOR IMMEDIATE RELEASE
- ---------------------


                                       Contact:  George Sard/Anna Cordasco
                                                 Sard Verbinnen & Co
                                                 212/687-8080



                  BROOKE GROUP LTD.'S COM PRODUCTS SUBSIDIARY
                  TO INTRODUCE NEW LINE OF MICROFILM PRODUCTS

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


         MIAMI, FL, OCTOBER 2, 1995 -- Brooke Group Ltd. (NYSE:BGL) announced
today that its subsidiary, COM Products Inc., will introduce a new line of
microfilm products which will be compatible with the XFP 2000 Series of
Computer Output Microfilm systems manufactured by Anacomp, Inc. (NYSE:AAC).
The products will be available in dry laser, auto-positive, and conventional
film configurations.  Features will include a re-usable film canister with
completely recyclable components, reduced waste and state-of-the-art film
technology.

         The new products will provide customers with the first alternative to
the proprietary products on the XFP 2000 Series which, until today, were
available exclusively from Anacomp.  Competitive product pricing will enable
customers to realize substantial savings in their microfilm costs.  Duplicate
microfilm, used to make copies from the COM masters, will also be available and
will provide customers with a complete alternative to their current microfilm
supplies.

         Initial shipments of the new product line are expected in the fourth
quarter of 1995.  The market for these products is estimated to be $75 million
annually.  Earlier this year, COM Products successfully introduced a line of
products targeted at Anacomp's XL and XC Series of systems.

         COM Products markets a comprehensive line of microfilm products used
by organizations to record, distribute and store vital business records.

         Brooke Group is a holding company which owns controlling interests in
New Valley Corporation and Liggett Group Inc., and has tobacco and real estate
operations in the former Soviet Union.



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