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 23-25, 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)

         9/23/02


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
          900              A                           $12.82


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

                           7,046,190


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)

         9/24/02


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
          51,200         A                      $12.83


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

                           7,097,390


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

                                    I


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

                          See Explanation

         Table I (C) - 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)

         9/25/02


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
          85,500             A                    $12.78


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

                           7,182,890


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

         $30.91

3.       Transaction Date
         (Month/Day/Year)

         Conversion price as of 9/20/02

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               647,040

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:

The conversion price of the Notes was adjusted to $30.91 per share due to a
stock dividend payable on September 27, 2002.  Assuming future conversion of the
Notes,  Barberry  Corp.  (Barberry) may be deemed to directly  beneficially  own
647,040  Shares.  As general  partner of High River,  Barberry  may be deemed to
beneficially  own  7,182,890  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 7,182,890  Shares as to which High
River  possesses  direct  beneficial  ownership  and 647,040  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 13,834 Shares. Mr.
Icahn disclaims  beneficial  ownership of Shares directly  beneficially owned by
Ms. Golden.


                          /s/ Carl C. Icahn               September 25, 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 23-25, 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 23-25, 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 23-25, 2002

Signature:        Barberry Corp.



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




                                                                Page 4 of 4