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1 Rule 424(b)(3) Reg. No. 333-46055 BROOKE GROUP LTD. SUPPLEMENT NO. 3 DATED JULY 27, 1998 TO PROSPECTUS DATED MAY 29, 1998 The Prospectus of Brooke Group Ltd. (the "Company") dated May 29, 1998 relating to the Company's common stock, $.10 par value per share (the "Common Stock"), is hereby supplemented as follows: SELLING STOCKHOLDERS The table set forth on pages 52 to 59 of the Prospectus is supplemented to include information concerning the following additional Selling Stockholders. - --------------------- (1) The calculation of the number of shares of the Company's common stock owned after the offering assumes the sale of all shares offered hereby.
NO. OF SHARES SHARES OF COMMON SHARES OF OF COMMON STOCK OWNED PRIOR COMMON STOCK STOCK OWNED SELLING STOCKHOLDERS TO OFFERING BEING OFFERED AFTER OFFERING(1) -------------------- ----------- ------------- ----------------- Beekman, Beverly 34 34 0 Blecker, Joan 34 34 0 Donaldson, Lufkin & Jenrette, Inc. 337 337 0 Hartzmark & Co., Inc. Defined Bene Pen/Pl 250 250 0 Hong Zen Lin Hung 34 34 0 Miller Family Limited Partnership II 417 417 0 Parish, Lynn M. and Walter J. 17 17 0 Prahalis, Lynn 34 34 0 Prahalis, Stanley 34 34 0 Prahalis, Stanley-Family Trust 34 34 0 Stearns, Peter 34 34 0 Stearns, Peter and Betty 67 67 0 WAM L.P. 34 34 0 Wellens, Beatrice and Richard S. 34 34 0