SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

VECTOR GROUP LTD.

Common Stock, par value $0.10 per share
(Title of Class of Securities)

92240M-10-8
(CUSIP Number)

Steven D. Rubin
4400 Biscayne Boulevard, Suite 1500
Miami, Florida 33137

(305) 575-6015

March 9, 2009

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d.1(g), check the following box  o.

     Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULED/A
AMENDMENT NO. 1 TO SCHEDULE 13D

     This Amendment No. 1 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D (the “Original 13D”) filed by Phillip Frost, M.D., an individual (“Frost”), and Frost Gamma Investments Trust, a trust organized under the laws of Florida (the “Gamma Trust”), with the Securities and Exchange Commission (the “SEC”) on July 20, 2006, with respect to the common stock, par value $0.10 per share (the “Common Shares”), of Vector Group Ltd., a Delaware corporation (the “Issuer”), by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Original 13D.

ITEM 2.		Identity and Background.

     Item 2 is hereby amended by the following: Dr. Frost’s principal occupation is Chairman and Chief Executive Officer of Opko Health, Inc., a Delaware corporation, focused on the commercialization and development of proprietary pharmaceuticals, therapeutic devices, drug delivery technology, diagnostic systems and instruments for the treatment and prevention of ophthalmic disease. Dr. Frost’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.

     Item 2 is hereby amended to add the following reporting persons: Frost Nevada Investments Trust, a trust organized under the laws of Florida (“the Nevada Trust”) , and Patricia Frost, a citizen of the United States and the spouse of Phillip Frost (“Mrs. Frost”) ,(“the Nevada Trust” together with the Gamma Trust, the “Trusts” ; and the Trusts, together with “Mrs. Frost” and Frost, each a “Reporting Person” and together the “Reporting Persons”).

     The principal business address for the Nevada Trust is 4400 Biscayne Boulevard, Miami, Florida 33137. Phillip Frost, M.D. (“Frost”), is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership of the securities held by the Nevada Trust with the Nevada Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of the Nevada Trust. Frost is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada Limited Partnership. The Nevada Trust is primarily engaged in the business of holding and investing in securities.

     Mrs. Frost is retired. Mrs. Frost’s business address is 4400 Biscayne Blvd, Miami, FL 33137

ITEM 3.		Source and Amount of Funds or Other Consideration.

     Item 3 is hereby amended to add the following:

     The source of funds for the acquisition of the $11,005,000 of principal amount of the 5% Variable Interest Senior Convertible Notes due 2011 (the “Notes”), convertible into an aggregate of 689,535 Common Shares, as described in the first paragraph of Item 4 below was from the working capital of the Nevada Trust.

     The source of funds for the acquisition of the 10,000 Common Shares was from personal funds of Mrs. Frost.

ITEM 4.		Purpose of Transaction.

     The Nevada Trust acquired an aggregate of $11,005,000 of principal amount of the Notes for investment purposes in the open market transactions listed in the table below. The following transactions in the Notes were affected by the Nevada Trust during the sixty days preceding the filing of this statement.

	Date			Principal Amount of Notes Purchased					Price
	March 9, 2009				4,200,000				$	1.07
	March 10, 2009				1,505,000				$	1.07
	March 11, 2009				5,300,000				$	1.07

     Mrs. Frost acquired 10,000 shares of Common Stock on the open market on January 28, 2009 for a price of $141,642.

ITEM 5.		Interest in Securities of the Issuer.

     (a) and (b) Items 5(a) and 5(b) are hereby deleted in their entirety and replaced with the following:

     Assuming conversion of the Notes into 689,535 Common Shares, the Reporting Persons may be deemed to beneficially own Common Shares as follows:

		Number of		Sole or Shared		Sole or Shared		% of Total
Name		Common Shares		Voting		Dispositive		Outstanding
Philip Frost, M.D.		5,419,182(2)(3)		Shared(2)(3)(4)(5)		Shared(2)(3)(4)(5)		8.1%(6)
Frost Gamma Investments Trust		4,719,647(4)		Shared(4)		Shared(4)		7.1%(1)
Frost Nevada Investments Trust		689,535(5)		Shared(5)		Shared(5)		1.0%(6)
Patricia Frost		10,000(7)		Shared		Shared		.01%(6)

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of March 19 , 2009