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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


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



    Date of Report (Date of earliest event reported):     JANUARY 12, 1998




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


             1-5759                                      33-93576
     (Commission File Number)                    (Commission File Number)


           51-0255124                                    13-3593483
(I.R.S. Employer Identification No.)        (I.R.S. Employer Identification No.)


            DELAWARE                                      DELAWARE
(State or other jurisdiction of                  (State or other jurisdiction 
  incorporation or organization)             of incorporation or organization)


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


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


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






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ITEM 5.           OTHER EVENTS.

                  On January 12, 1998, BGLS Inc. entered into a fourth amendment
to the Standstill Agreement and Consent, a copy of which amendment is attached
hereto as Exhibit 99.1 and incorporated herein by reference, with the principal
holders of BGLS Inc.'s 15.75% Senior Secured Notes due 2001.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                  EXHIBITS.

         (c)      Exhibits.

                  The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.

                                  EXHIBIT INDEX

99.1     Amendment to Standstill Agreement and Consent, dated as of January 12,
         1998, among BGLS Inc., AIF II, L.P., Artemis America Partnership, and
         Tortoise Corp.







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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.



 
                                By: /s/ Joselynn D. Van Siclen
                                    ----------------------------------------
                                    Joselynn D. Van Siclen
                                    Vice President and Chief Financial Officer


                                BGLS INC.



                                By: /s/ Joselynn D. Van Siclen
                                    ----------------------------------------
                                    Joselynn D. Van Siclen
                                    Vice President and Chief Financial Officer


Date:  January 13, 1998





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                                                                   Exhibit 99.1

                  AMENDMENT TO STANDSTILL AGREEMENT AND CONSENT

                  This Amendment to Standstill Agreement and Consent, dated as
of January 12, 1998 ("Amendment"), among BGLS INC., a Delaware corporation (the
"Company"), AIF II, L.P., a Delaware limited partnership ("AIF II"), ARTEMIS
AMERICA PARTNERSHIP, a Delaware partnership (as successor to Artemis America
LLC, a Delaware limited liability company) ("Artemis"), and TORTOISE CORP., a
New York corporation ("Tortoise"; together with AIF II and Artemis, the
"Participating Holders"), amends the Standstill Agreement and Consent among the
Company and the Participating Holders dated as of August 28, 1997 as previously
amended on November 13, 1997, November 26, 1997 and December 17, 1997 (the
"Standstill Agreement"). Capitalized terms not otherwise defined herein shall
have the meanings specified in the Standstill Agreement.

                  WHEREAS, the Company has requested that the Participating
Holders extend the termination date of the Standstill Agreement; and

                  WHEREAS, the Participating Holders have agreed to such an
extension on the terms and conditions contained in this Agreement;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreement of the parties contained in this Amendment, the
parties hereto agree as follows:

                  1. AMENDMENT TO STANDSTILL AGREEMENT. Section 7 of the
Standstill Agreement is hereby amended by deleting the date "January 12, 1998"
contained in clause (iv) of such section and replacing it with the date "January
14, 1998".

                  2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall become effective upon the execution and delivery of this
Amendment by the Company and each of the Participating Holders.

                  3. ABSENCE OF WAIVER. The parties hereto agree that, except to
the extent expressly set forth herein, nothing contained herein shall be deemed
to:

                  (a) be a consent to, or waiver of, any Default or Event of
Default;

                  (b) prejudice any right or remedy which any of the
Participating Holders may now have or may in the future have under the
Indenture, the Series B Securities or otherwise, including, without limitation,
any right or remedy resulting from any Default or Event of Default; or

                  (c) constitute a waiver of the rights of any of the
Participating Holders under Section 2.12 of the Indenture.

                  4. REPRESENTATIONS. Each party hereto hereby represents and
warrants to the other parties that:

                  (a) such party is a corporation or partnership, as applicable,
duly organized, validly existing, and in good standing under the laws of the
state of its incorporation or formation, as applicable;






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                  (b) the execution, delivery and performance of this Amendment
by such party is within its corporate or partnership powers, as applicable, has
been duly authorized by all necessary corporate or partnership action, as
applicable, has received all necessary consents and approvals (if any shall be
required), and does not and will not contravene or conflict with any provisions
of law or of the charter or by-laws, or partnership agreement, as applicable, of
such party or of any material agreement binding upon such party or its property;
and

                  (c) upon its effectiveness under Section 2, this Amendment
constitutes the legal, valid and binding obligation of such party, enforceable
against it in accordance with its terms.

In addition, the Company represents and warrants that to the best of its
knowledge, except as set forth in the Standstill Agreement no Default or Event
of Default under the Indenture has occurred and is continuing.

                  5. CONTINUING EFFECT, ETC. Except as expressly provided
herein, the Company hereby agrees that the Standstill Agreement, the Indenture
and the Series B Securities shall continue unchanged and in full force and
effect, and all rights, powers and remedies of the Participating Holders
thereunder and under applicable law are hereby expressly reserved.

                  6.     EXPENSES.

                  (a) The Company hereby agrees to reimburse each of the
Participating Holders for their reasonable attorneys fees and expenses incurred
in connection with this Amendment.

                  (b) The Company agrees that an actual or threatened or
potential claim, action or proceeding against or affecting an Indemnitee (as
defined in the Exchange Agreement dated as of November 21, 1995 among INTER ALIA
the Company and the Participating Holders) that at any time results from,
relates to or arises out of the execution, delivery or performance by the
Participating Holders of this Amendment is deemed to be an Indemnification Event
(as defined in the Exchange Agreement).

                  7.     MISCELLANEOUS.

                  (a) This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same agreement.

                  (b) This Amendment shall be a contract made under and governed
by the laws of the State of New York.

                  (c) This Amendment shall be binding upon the Company, the
Participating Holders and their respective successors and assigns, and shall
inure to the benefit of the Company, the Participating Holders and their
respective successors and assigns.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representatives as of the date
first above written.

                                   BGLS INC.


                                   By:     /s/ Richard J. Lampen
                                           ------------------------------
                                   Name:   Richard J. Lampen
                                   Title:  Executive Vice President

                                   AIF II, L.P.

                                   By:   APOLLO ADVISORS, L.P.
                                         Managing General Partner

                                   By:   APOLLO CAPITAL MANAGEMENT, INC.
                                         General Partner



                                         By:    /s/ John J. Hannan
                                                ------------------------------
                                                Name:    John J. Hannan
                                                Title:

                                   ARTEMIS AMERICA PARTNERSHIP

                                   By:   LION ADVISORS, L.P.
                                         Attorney-in-Fact

                                   By:   LION CAPITAL MANAGEMENT, INC.
                                         General Partner


                                        By:    /s/ John J. Hannan
                                               ------------------------------
                                               Name:     John J. Hannan
                                               Title:

                                   TORTOISE CORP.



                                   By:   /s/ Edward E. Mattner
                                         ------------------------------
                                         Name:    Edward E. Mattner
                                         Title:   President

ACKNOWLEDGED, AGREED & CONSENTED TO
  WITH RESPECT TO SECTION 6(b):

BROOKE GROUP LTD.

By:   /s/ Richard J. Lampen
      ----------------------------------
      Name:     Richard J. Lampen
      Title:    Executive Vice President

                                        
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