SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VECTOR GROUP LTD [ VGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/21/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. 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 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.25% Convertible Subordinated Notes due 2008 ("Notes")	$21.32	03/21/2006		J		0(1)(2)(3)		06/29/2001	07/15/2008	Shares	938,086(1)(2)(3)	$20,000,000	20,000,000	I	PLEASE SEE FOOTNOTES(1)(2)(3)

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)

1. Name and Address of Reporting Person* BARBERRY CORP. (Last) (First) (Middle) 100 SOUTH BEDFORD RD (Street) MT KISCO NY 10549 (City) (State) (Zip)

Explanation of Responses:

1. The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.32 per Share due to an an adjustment of the conversion price of the Notes resulting from a cash dividend payable on March 29, 2006. Assuming conversion of the Notes, Barberry may be deemed to directly beneficially own the underlying 938,086 Shares.

2. Barberry is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

3. Mr. Icahn by virtue of his relationship to Barberry may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the underlying 938,086 Shares (assuming conversion of the Notes) which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

	CARL C. ICAHN	04/19/2006
	BARBERRY CORP.	03/29/2006
	** Signature of Reporting Person	Date
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