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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 21, 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                (State or other jurisdiction
 of 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 21, 1998, BGLS Inc. entered into a further
amendment to the previously reported Standstill Agreement and Consent with the
principal holders of BGLS Inc.'s 15.75% Senior Secured Notes due 2001 which
extended the termination date of such agreement to February 6, 1998.










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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 22, 1998





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