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                                                              Rule 424(b)(3)
                                                              Reg. No. 333-46055


                                BROOKE GROUP LTD.

                     SUPPLEMENT NO. 7 DATED NOVEMBER 6, 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.

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) -------------------- ----------------- ------------- ----------------- Franklin Principal Maturity Trust 10,000 10,000 0
- ---------- 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.