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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 13)*

                                Vector Group Ltd.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    112525100
                                 (CUSIP Number)

                       Marc Weitzen, Esq., General Counsel
                 Icahn Associates Corp. and affiliated companies
                          767 Fifth Avenue, 47th floor
                            New York, New York 10153
                                 (212) 702-4388

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  JUNE 16, 2006
             (Date of Event which Requires Filing of this Statement)

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 Rule 13d-1(b)(3) or (4), check the following box / /.

NOTE: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) 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).





                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Dixon Guarantor LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     0

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     0

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     0.0%

14 TYPE OF REPORTING PERSON*
     OO


                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No. 112525100

1  NAME OF REPORTING PERSON
     High River Limited Partnership

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     8,290,092

8  SHARED VOTING POWER
     0

9  SOLE DISPOSITIVE POWER
     8,290,092

10 SHARED DISPOSITIVE POWER
     0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     8,290,092

12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*        / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     15.32%

14 TYPE OF REPORTING PERSON*
     PN



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Hopper Investments, LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     8,290,092

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     8,290,092

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     8,290,092

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     15.32%

14 TYPE OF REPORTING PERSON*
     OO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Barberry Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     1,751,250

8  SHARED VOTING POWER
     8,290,092

9  SOLE DISPOSITIVE POWER
     1,751,250

10 SHARED DISPOSITIVE POWER
     8,290,092

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     10,041,342

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     18.55%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Reindeer Subsidiary LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     670,680

8  SHARED VOTING POWER
     0

9  SOLE DISPOSITIVE POWER
     670,680

10 SHARED DISPOSITIVE POWER
     0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     670,680

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     OO


                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Reindeer Holding LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     670,680

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     670,680

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     670,680

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     OO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Tortoise Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     370

8  SHARED VOTING POWER
     670,680

9  SOLE DISPOSITIVE POWER
     370

10 SHARED DISPOSITIVE POWER
     670,680

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Arnos Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /
3  SEC USE ONLY


4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Unicorn Associates Corporation

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     ACF Industries Holding Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Highcrest Investors Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
            OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO


                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Buffalo Investors Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Starfire Holding Corporation

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     671,050

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     671,050

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     671,050

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     1.24%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Little Meadow Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     10,800

8  SHARED VOTING POWER
     0

9  SOLE DISPOSITIVE POWER
     10,800

10 SHARED DISPOSITIVE POWER
     0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     10,800

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     0.02%

14 TYPE OF REPORTING PERSON*
     CO



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No.112525100

1  NAME OF REPORTING PERSON
     Carl C. Icahn

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     a) / /
     b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     0

8  SHARED VOTING POWER
     10,723,192

9  SOLE DISPOSITIVE POWER
     0

10 SHARED DISPOSITIVE POWER
     10,723,192

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    /X/

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     19.81%

14 TYPE OF REPORTING PERSON*
     IN



                                  SCHEDULE 13D
                               (Amendment No. 13)

CUSIP No. 11252100

1  NAME OF REPORTING PERSON
     Gail Golden

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) / /
     (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
     OO

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
     15,952

8  SHARED VOTING POWER
     0

9  SOLE DISPOSITIVE POWER
     15,952

10 SHARED DISPOSITIVE POWER
     0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     15,952

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     0.03%

14 TYPE OF REPORTING PERSON*
     IN



                                  SCHEDULE 13D
                               (Amendment No. 13)

Item 1. Security and Issuer

     The Schedule 13D filed with the U.S.  Securities and Exchange Commission on
January 28, 1998, by the Reporting Persons, as amended on October 7, 1998, April
28, 2000, May 16, 2001, May 31, 2001, July 3, 2001,  August 21, 2001, August 28,
2002, September 3, 2002 September 25, 2002, November 22, 2004, March 7, 2006 and
June 9,  2006,  relating  to the  shares of common  stock,  $0.10 par value (the
"Shares"),  of Vector Group Ltd.  (f/k/a Brooke Group Ltd.) (the  "Issuer"),  is
hereby  amended to furnish the  additional  information  set forth  herein.  All
capitalized  terms  contained  herein but not  otherwise  defined shall have the
meaning  ascribed to such terms in the  previously  filed  statement on Schedule
13D.

Item 2. Identity and Background

     Item 2 is hereby amended by adding thereto the following:

The principal  business  address and the address of the principal office of each
of Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest,
Buffalo,  Starfire,  Little  Meadow,  Barberry,  Hopper,  High River,  and Dixon
(collectively, the "Icahn Entities") is White Plains Plaza, 445 Hamilton Avenue,
Suite 1210, White Plains, New York 10601

Item 4. Purpose of Transaction

     Item 4 is hereby amended by adding thereto the following:

The  Conversion and the issuance of the additional  Shares  contemplated  by the
June 7 Agreement occurred on June 16, 2006.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby  amended by  deleting  subsections  (a) and (b) thereof in
their entirety and replacing such subsections with the following:

(a)  As of the close of  business on June 16,  2006:  (i) the Icahn Group may be
     deemed  to   beneficially   own,  in  the  aggregate   10,723,192   Shares,
     representing  approximately  19.81% of the Issuer's outstanding Shares; and
     (ii) Ms Golden owns 15,952 Shares  representing  approximately  .03% of the
     Issuer's  outstanding  Shares in each case  (based upon  54,121,221  Shares
     based upon  information  contained in the  Issuer's  Form 8-K dated June 7,
     2006 filed with the Securities and Exchange  Commission on June 8, 2006 and
     the  49,921,221  Shares stated to be  outstanding  as of May 9, 2006 by the
     Issuer in the Issuer's Form 10-Q for the  quarterly  period ended March 31,
     2006 filed with the Securities and Exchange Commission on May 10, 2006).

(b)  Each of Barberry and Hopper by virtue of their  relationship  to High River
     (as disclosed in Item 2) may be deemed to beneficially own (as that term is
     defined in Rule 13d-3 under the Act) the 8,290,092  Shares which High River
     owns. Each of Barberry and Hopper  disclaims  beneficial  ownership of such
     Shares for all other purposes.

     Each of Starfire,  Buffalo,  Highcrest,  ACF Holding,  Unicorn and Arnos by
     virtue of their  relationship  to Tortoise (as  disclosed in Item 2) may be
     deemed to beneficially own (as that term is defined in Rule 13d-3 under the
     Act)  the 370  Shares  which  Tortoise  owns.  Each of  Starfire,  Buffalo,
     Highcrest, ACF Holding, Unicorn and Arnos disclaims beneficial ownership of
     such Shares for all other purposes.

     Each of Starfire, Buffalo, Highcrest, ACF Holding, Unicorn, Arnos, Tortoise
     and  Reindeer  Holding  by virtue of their  relationship  to  Reindeer  (as
     disclosed  in Item 2) may be  deemed to  beneficially  own (as that term is
     defined in Rule 13d-3  under the Act) the  670,680  Shares  which  Reindeer
     owns. Each of Starfire,  Buffalo,  Highcrest, ACF Holding,  Unicorn, Arnos,
     Tortoise and Reindeer Holding disclaims beneficial ownership of such Shares
     for all other purposes.

     Mr. Icahn by virtue of his  relationship to Barberry,  Hopper,  High River,
     Starfire,  Buffalo,  Highcrest,  ACF  Holding,  Unicorn,  Arnos,  Tortoise,
     Reindeer  Holding,  Reindeer and Little Meadow (as disclosed in Item 2) may
     be deemed to beneficially  own (as that term is defined in Rule 13d-3 under
     the Act) the 1,751,250  Shares which Barberry  owns,  the 8,290,092  Shares
     which High River owns,  the 370 Shares  which  Tortoise  owns,  the 670,680
     Shares which  Reindeer owns and the 10,800 Shares which Little Meadow owns.
     Mr.  Icahn  disclaims  beneficial  ownership  of such  Shares for all other
     purposes.  Mr.  Icahn by  virtue  of his  relationship  to Ms.  Golden  (as
     disclosed  in Item 2) may be  deemed to  beneficially  own (as that term is
     defined in Rule 13d-3  under the Act) the 15,952  Shares  which Ms.  Golden
     owns.  Mr.  Icahn  disclaims  beneficial  ownership  of such Shares for all
     purposes.

(c)  The  transactions  effected  within  the past 60 days in the Shares are set
     forth in Item 4 hereof.



Item 7. Material to be Filed as Exhibits

     Item 7 is hereby amended by adding thereto the following:

     1. Amended and Restated Joint Filing Agreement




                                    SIGNATURE

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

Dated: June 16, 2006


/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN


/s/ Gail Golden
- ---------------
GAIL GOLDEN


DIXON GUARANTOR LLC
By:  High River Limited Partnership, sole member
  By:  Hopper Investments LLC, general partner

    By: /s/ Edward E. Mattner
        ---------------------------------
        EDWARD E. MATTNER, Vice President


HIGH RIVER LIMITED PARTNERSHIP
By:  Hopper Investments LLC, general partner

  By:  /s/ Edward E. Mattner
       ---------------------------------
       EDWARD E. MATTNER, Vice President


HOPPER INVESTMENTS, LLC

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


               [Signature Page of Amendment No. 13 to Schedule 13D
                       with respect to Vector Group Ltd.]




TORTOISE CORP.

By:  /s/ Edward E. Mattner
     ----------------------------
     EDWARD E. MATTNER, President


ARNOS CORP.

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


UNICORN ASSOCIATES CORPORATION

By:  /s/ Edward E. Mattner
     ------------------------------------------
     EDWARD E. MATTNER, President and Treasurer


ACF INDUSTRIES HOLDING CORP.

By:  /s/ Keith Cozza
     ---------------------------
     KEITH COZZA, Vice President


HIGHCREST INVESTORS CORP.

By:  /s/ Keith Cozza
     ---------------------------------------------------
     KEITH COZZA, Vice President and Assistant Treasurer


BUFFALO INVESTORS CORP.

By:  /s/ Edward E. Mattner
     ------------------------------------------
     EDWARD E. MATTNER, President and Treasurer


STARFIRE HOLDING CORPORATION

By:  /s/ Keith Cozza
     ------------------------------------
     KEITH COZZA, Secretary and Treasurer


               [Signature Page of Amendment No. 13 to Schedule 13D
                       with respect to Vector Group Ltd.]




REINDEER HOLDING LLC

By:  /s/ Keith Cozza
     --------------------
     KEITH COZZA, Manager


REINDEER SUBSIDIARY LLC

By:  /s/ Keith Cozza
     ----------------------
     KEITH COZZA, President





               [Signature Page of Amendment No. 13 to Schedule 13D
                       with respect to Vector Group Ltd.]



                              AMENDED AND RESTATED
                             JOINT FILING AGREEMENT

     In accordance with Rule  13d-1(k)(1)  under the Securities  Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including  amendments thereto) with
respect to the common stock,  $.10 par value,  of Vector Group Ltd., and further
agree that this  Amended and Restated  Joint Filing  Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned,  being duly
authorized,  have executed this Amended and Restated Joint Filing Agreement this
16th day of June, 2006.


/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN


/s/ Gail Golden
- ---------------
GAIL GOLDEN


DIXON GUARANTOR LLC
By:  High River Limited Partnership, sole member
  By:  Hopper Investments LLC, general partner

    By:  /s/ Edward E. Mattner
         ---------------------------------
         EDWARD E. MATTNER, Vice President


HIGH RIVER LIMITED PARTNERSHIP
By:  Hopper Investments LLC, general partner

  By:  /s/ Edward E. Mattner
       ---------------------------------
       EDWARD E. MATTNER, Vice President


HOPPER INVESTMENTS, LLC

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


       [Signature Page of the Amended and Restated Joint Filing Agreement
                       with respect to Vector Group Ltd.]




TORTOISE CORP.

By:  /s/ Edward E. Mattner
     ----------------------------
     EDWARD E. MATTNER, President


ARNOS CORP.

By:  /s/ Edward E. Mattner
     ---------------------------------
     EDWARD E. MATTNER, Vice President


UNICORN ASSOCIATES CORPORATION

By:  /s/ Edward E. Mattner
     ------------------------------------------
     EDWARD E. MATTNER, President and Treasurer


ACF INDUSTRIES HOLDING CORP.

By:  /s/ Keith Cozza
     ---------------------------
     KEITH COZZA, Vice President


HIGHCREST INVESTORS CORP.

By:  /s/ Keith Cozza
     ---------------------------------------------------
     KEITH COZZA, Vice President and Assistant Treasurer


BUFFALO INVESTORS CORP.

By:  /s/ Edward E. Mattner
     ------------------------------------------
     EDWARD E. MATTNER, President and Treasurer


STARFIRE HOLDING CORPORATION

By:  /s/ Keith Cozza
     ------------------------------------
     KEITH COZZA, Secretary and Treasurer


       [Signature Page of the Amended and Restated Joint Filing Agreement
                       with respect to Vector Group Ltd.]




REINDEER HOLDING LLC

By:  /s/ Keith Cozza
     --------------------
     KEITH COZZA, Manager


REINDEER SUBSIDIARY LLC

By:  /s/ Keith Cozza
     ----------------------
     KEITH COZZA, President


       [Signature Page of the Amended and Restated Joint Filing Agreement
                       with respect to Vector Group Ltd.]