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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): May 24, 2000


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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


         1-5759                                          65-0949535
(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)

                                Brooke Group Ltd.
          (Former name or former address, if changed since last report)





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ITEM 5.  OTHER EVENTS.

         Effective May 24, 2000, Brooke Group Ltd. (the "Company") changed its
corporate name to Vector Group Ltd. after the holders of a majority of its
outstanding shares of Common Stock approved the change at the annual meeting of
stockholders. With the change in the Company's name, the symbol for the Common
Stock on the New York Stock Exchange has changed to "VGR".


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

         (c) 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

3.1      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of the Company.


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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.


                                                VECTOR GROUP LTD.


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

Date:  May 25, 2000





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                                                                     Exhibit 3.1


                            CERTIFICATE OF AMENDMENT

                                       TO

              THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                BROOKE GROUP LTD.


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         Brooke Group Ltd., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

         1. The Board of Directors of the Corporation has adopted a resolution
proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"):

                  RESOLVED, that it is advisable for the Corporation's
         Certificate of Incorporation to be amended as follows:

                  Article FIRST of the Certificate of Incorporation be amended
                  to read in its entirety as follows:

                           "FIRST: The name of the Corporation is Vector Group
                           Ltd."

         2. The amendment of the Certificate of Incorporation effected by this
Certificate was duly authorized at the Annual Meeting of Stockholders held on
May 24, 2000, by the holders of a majority of the outstanding capital stock of
the Corporation entitled to vote thereon, after first having been declared
advisable by the Board of Directors of the Corporation, all in accordance with
the provisions of Section 242 of the Delaware General Corporation Law.



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         IN WITNESS WHEREOF, Brooke Group Ltd. has caused this Certificate to be
signed by Richard J. Lampen, its Executive Vice President, who hereby
acknowledges under penalties of perjury that the facts herein stated are true
and that this Certificate is the Corporation's act and deed, this 24th day of
May, 2000.

                                              BROOKE GROUP LTD.



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





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