FORM 4


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940

   Check this box if no longer          OMB Approval
subject to Section 16.  Form 4 or       OMB Number - 3235-0287
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1.       Name and Address of Reporting Person*

         Icahn             Carl             C.
         (Last)            (First)          (Middle)

         c/o Icahn Associates Corp.
         767 Fifth Avenue, Suite 4700
                        (Street)

         New York             New York             10153
         (City)               (State)


2.       Issuer Name and Ticker or Trading Symbol

                  Vector Group, Ltd. (VGR)


3.       IRS or Social Security Number of Reporting Person (Voluntary)


4.       Statement for September 4 - 6, 2002
                  (Month/Date/Year)


Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.




* If the form is filed by more than one reporting person, see Instruction
4(b)(v).


5.       If Amendment, Date of Original
                           (Month/Year)


6.       Relationship of Reporting Person to Issuer
                           (Check all applicable)

______ Director             x       10% Owner
______ Officer             ________ Other (specify below)
  (give title below)


7.           Individual or Joint/Group Filing (check applicable line)
                   Form filed by One Reporting Person
             x     Form Filed by More than One Reporting Person



Table I (A) - Non-Derivative Securities Acquired, Disposed of, or Beneficially
 Owned


1.       Title of Security
              (Instr. 3)

         Common Stock, $0.10 par value ("Shares")


2.       Transaction Date
         (Month/Day/Year)

              9/4/02


3.       Transaction Code (Instr. 8)

         Code                       V
         P


4.       Securities Acquired (A) or Disposed of (D)
                  (Instr. 3, 4 and 5)

         Amount        (A) or (D)                    Price
         24,000            A                         $13.83




5.       Amount of Securities Beneficially Owned at End of Transaction
                        (Instr. 3 and 4)

                           6,686,500


6.       Ownership Form: Direct (D) or Indirect (I)
                           (Instr. 4)

                                    I


7.       Nature of Indirect Beneficial Ownership
                           (Instr. 4)

                  See Explanation


         Table I (B) - Non-Derivative Securities Acquired, Disposed of, or
         Beneficially Owned

1.       Title of Security
              (Instr. 3)

         Common Stock, $0.10 par value ("Shares")


2.       Transaction Date
         (Month/Day/Year)

              9/5/02


3.       Transaction Code (Instr. 8)

         Code                       V
         P


4.       Securities Acquired (A) or Disposed of (D)
                  (Instr. 3, 4 and 5)

         Amount       (A) or (D)                Price
          23,300         A                      $13.99




5.       Amount of Securities Beneficially Owned at End of Transaction
                          (Instr. 3 and 4)

                           6,709,800


6.       Ownership Form: Direct (D) or Indirect (I)
                           (Instr. 4)

                               I


7.       Nature of Indirect Beneficial Ownership
                           (Instr. 4)

                        See Explanation



                                                                   Page 1 of 4




  Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
         (e.g., puts, calls, warrants, options, convertible securities)


1.       Title of Derivative Security
                  (Instr. 3)

         6.25% Convertible Subordinated Notes due 2008 (the "Notes")

2.       Conversion of Exercise Price of Derivative Security

         $32.86

3.       Transaction Date
         (Month/Day/Year)

         Conversion price as of 6/25/02

4.       Transaction Code
              (Instr. 8)

         Code                       V


5.       Number of Derivative Securities Acquired (A) or Disposed of (D)
                           (Instr. 3, 4 and 5)

               (A)                                                (D)


6.       Date Exercisable and Expiration Date
                  (Month/Day/Year)

         Date Exercisable                            Expiration Date

             6/29/01                                      7/15/08

7.       Title and Amount of Underlying Securities
                  (Instr. 3 and 4)

                  Title                              Amount or Number of Shares
         Common Stock, $0.10 par value               608,642

8.       Price of Derivative Security
                  (Instr. 5)


         $20,000,000

9.       Number of Derivative Securities Beneficially Owned at End of
         Transaction
                           (Instr. 4)

         $20,000,000 principal

10.      Ownership Form of Derivatives Security: Direct (D) or Indirect (I)
                                    (Instr. 4)

                  I

11.      Nature of Indirect Beneficial Ownership
                  (Instr. 4)

         See Explanation

Explanation of Responses:
     Because of cash dividends  paid on June 28, 2002,  the conversion  price of
the Notes was adjusted  effective on June 25,2002 to $32.86 per share.  Assuming
future  conversion  of the Notes,  Barberry  Corp.  (Barberry)  may be deemed to
directly  beneficially  own 608,642  Shares.  As general  partner of High River,
Barberry may be deemed to  beneficially  own  6,709,800  Shares as to which High
River possesses  direct  beneficial  ownership.  Mr. Icahn may, by virtue of his
ownership of 100% interest in Barberry,  be deemed to beneficially own 6,709,800
Shares as to which High River possesses direct beneficial  ownership and 608,642
Shares as to which Barberry possesses direct beneficial  ownership.  Each of Mr.
Icahn and Barberry disclaim  beneficial  ownership of the Shares that High River
directly  beneficially  owns  for  all  other  purposes.   Mr.  Icahn  disclaims
beneficial ownership of the Shares that Barberry directly beneficially owns. Ms.
Gail Golden, the spouse of Mr. Icahn,  directly beneficially owns 13,175 Shares.
Mr. Icahn disclaims beneficial  ownership of Shares directly  beneficially owned
by Ms. Golden.





                       /s/ Carl C. Icahn                     September 6, 2002
                       **Signature of Reporting Person             Date
                         Carl C. Icahn

**Intentional  misstatements  or  omissions  of  facts  constitute  Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.

Potential  persons  who are to respond  to the  collection  of  information
contained  in this form are not required to respond  unless the form  displays a
currently valid OMB Number.

                                                                   Page 2 of 4

[Signature Page to Form 4 of Carl C. Icahn and affiliates for Vector Group Ltd.
                            (September 4 - 6, 2002)]




                             JOINT FILER INFORMATION



Name:             High River Limited Partnership

Address:          100 South Bedford Road
                  Mt. Kisco, New York 10549

Designated
  Filer:          Carl C. Icahn

Issuer:           Vector Group, Ltd.

Statement
for:              September 4 - 6, 2002

Signature:        Barberry Corp., as General Partner



       By: /s/ Robert J. Mitchell
           Name: Robert J. Mitchell
           Title:   Authorized Signatory


                                                                   Page 3 of 4



















                             JOINT FILER INFORMATION



Name:             Barberry Corp.

Address:          100 South Bedford Road
                  Mt. Kisco, New York 10549

Designated
  Filer:          Carl C. Icahn

Issuer:           Vector Group, Ltd.

Statement
for:              September 4 - 6, 2002

Signature:        Barberry Corp.



       By: /s/ Robert J. Mitchell
           Name: Robert J. Mitchell
           Title:   Authorized Signatory




                                                                    Page 4 of 4