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Vector Group Ltd.

[MILBANK LETTERHEAD]

November 4, 2005

Daniel F. Duchovny

Attorney-Advisor

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

     Re: Form S-4 filed October 20, 2005 by Vector Group Ltd., File No. 333-129146.

Schedule TO-T filed October 20, 2005, as amended October 20, 2005 and
 October 27,
2005, by Vector Group Ltd., File No. 005-30749.

Dear Mr. Duchovny:

     On behalf of Vector Group Ltd. (“Vector”) and VGR Holding Inc. (“VGR”), we write in response
to the comments of the Office of Mergers and Acquisitions in the Division of Corporation Finance as
set forth in the comment letter dated November 2, 2005. For your convenience, we have set forth
the text of the Staff’s comments in italics, which are then followed by responses on behalf of
Vector and VGR. We have also enclosed a Supplement which we intend to use to respond to the
Staff’s comments requesting revised disclosure as well as to include other updating amendments. We
have annotated the Supplement to indicate the specific Staff comments addressed.

Securities and Exchange Commission

November 4, 2005

Schedule TO-T

    1.

    We note the press release of September 27 relating to this offer. It is
unclear why you have not filed the release in accordance with Rule 425. Please advise.

Response: Vector filed the press release issued on September 27, 2005 under Rule 425 on
September 27, 2005. The Rule 425 filing was accepted by the Commission at 4:37 p.m. and the
Accession Number is: 0000950144-05-009855.

Form S-4

Forward-Looking Information, page 23

    2.

    We note the disclaimer that you are under no obligation to update or revise any
forward-looking statements to reflect any changes in your expectations or in events,
conditions or circumstances on which any forward-looking statement is made. This
disclaimer is inconsistent with the requirements of General Instruction F of Schedule
TO and your obligations under Rule 14d-6(c) to amend the Schedule to reflect a material
change in the information previously disclosed. Please confirm that the bidders will
avoid using this statement in all future communications.

Response: Vector and VGR note the Staff’s comment and confirm that neither Vector nor VGR
will use this statement in future communications. Please see the revised disclosure in the
attached Supplement, which addresses the Staff’s concern.

Opinion of Jefferies, page 29

    3.

    Expand to quantify the fees paid to Jefferies in connection with the
transaction and in connection with the services Jefferies provided to Vector and New
Valley during the last two years. See Item 1015(b)(4).

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern.

The Offer

Extermination, Termination and Amendment, page 49

    4.

    You indicate that you will follow any extension, as promptly as practicable,
with a public announcement. Please confirm that any announcement of an extension will
comply with the requirements of Rule 14e-1(d) which requires that such

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Securities and Exchange Commission

November 4, 2005

    announcements be made by 9:00 a.m. eastern time on the next business day after the
scheduled expiration date of the offer.

Response: Vector and VGR confirm that any announcement of an extension by Vector or VGR
will comply with the requirements of Rule 14e-1(d), which requires that such announcements
be made by 9:00 a.m. eastern time on the next business day after the scheduled expiration
date of the offer.

Conditions of the Offer – Additional Conditions, page 58

    5.

    Refer to the last clause of the second bullet point in this section. Your
ability to terminate the offer if you are not satisfied with the status of any ongoing
litigation against you appears to render the offer illusory. Please revise this
section accordingly or advise.

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern.

    6.

    A tender offer may be conditioned on a variety of events and circumstances,
provided that they are not within the direct or indirect control of the bidder, and are
drafted with sufficient specificity to allow for objective verification that the
conditions have been satisfied. With this in mind, please revise the third sub-bullet
point under the first bullet point conditions the offer on whether the contemplated
benefits the bidders may enjoy from the offer are adversely affected. Please revise to
specify or generally describe the benefits of the offer to you so that security holders
will have the ability to objectively determine whether the condition has been
triggered.

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern.

    7.

    Refer to the first and fifth sub-bullet points under the sixth bullet point in
this section. Given that your offer was commenced on October 20, 2005, tell us why
your condition dates back to June 30, 2005. Are you unable to determine whether the
actions described have not occurred between June 30 and October 20? Note that when a
condition is triggered and you decide to proceed with the offer anyway, we believe that
this constitutes a waiver of the triggered condition(s). You may not, as this language
seems to imply, simply fail to assert a triggered offer condition and thus effectively
waive it without officially doing so. Please revise your disclosure to clarify whether
the condition has already been triggered.

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Securities and Exchange Commission

November 4, 2005

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern.

    8.

    Refer to the last sentence in the last paragraph of this section relating to
your failure to exercise any of the rights described in this section. This language
suggests that once an offer condition is triggered, the bidders must decide whether or
not to waive the condition. Note that when a condition is triggered and you decide to
proceed with the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). Depending on the materiality of the waived condition and the
number of days remaining in the offer, you may be required to extend the offer and
recirculate new disclosure to security holders. You may not, as this language seems to
imply, simply fail to assert a triggered offer condition and thus effectively waive it
without officially doing so. Please confirm your understanding supplementally.

Response: Vector and VGR confirm that (i) depending on the materiality of the waived
condition and the number of days remaining in the offer, Vector and VGR may be required to
extend the offer and recirculate new disclosure to security holders; and (ii) Vector and VGR
may not simply fail to assert a triggered offer condition and thus effectively waive such
condition without officially doing so.

Where You Can Find More Information, page 74

    9.

    While we recognize that any documents you file pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date the prospectus is declared
effective may be deemed incorporated by reference into the Form S-4, Schedule TO-T does
not permit forward-incorporation by reference. Please confirm that the Schedule TO-T
will be amended to specifically include any information that is deemed to be
forward-incorporated by reference into the Form S-4, or advise.

Response: Vector and VGR confirm that the Schedule TO-T will be amended to specifically
include any information that is deemed to be forward-incorporated by reference into the Form
S-4.

Annex A

    10.

    With respect to your disclosure in this section and in Annex B, please tell us
why you need to qualify your disclosure “to the best of your knowledge.” What prevents
you from knowing and disclosing this information? Please explain or delete the
qualifier.

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Securities and Exchange Commission

November 4, 2005

Response: Vector and VGR note the Staff’s comment and will delete the qualifier. Please
see the revised disclosure in the attached Supplement, which addresses the Staff’s concern.

Annex B

    11.

    Please provide the percentage of subject securities held by each person listed
in this annex. See Item 1008(a) of Regulation M-A.

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern.

Exhibits

    12.

    Please file a tax opinion. See Item 601(b)(8) of Regulation S-K. Further,
revise the discussion of the tax consequences in the prospectus to state that it
reflects the opinion of counsel.

Response: Vector and VGR note the Staff’s comment. Please see the revised disclosure in
the attached Supplement, which addresses the Staff’s concern. However, we do not believe
that a tax opinion is required to be filed. We note that the only provision of Item
601(b)(8) of Regulation S-K applicable to this Registration Statement on Form S-4 would
require an opinion “where the tax consequences are material to an investor and a
representation as to tax consequences is set forth in the filing”. Neither Vector nor VGR
makes any representation in the Registration Statement on Form S-4 as to the tax
consequences of the exchange offer. Rather, Vector and VGR merely identify possible tax
consequences to New Valley stockholders, without representing which tax consequence will
occur.

Letter of Transmittal

    13.

    We note that only VGR Holding’s name appears at the top of the cover page of
this letter, even though both Vector Group and VGR Holding are bidders. Please tell us
why Vector Group’s name has not been included in the cover page of the letter of
transmittal. We may have further comment.

Response: Vector’s name was not included on the cover page of the letter of transmittal
because the exchange offer is being made by VGR, which will hold all of the New Valley
common shares after the exchange offer. Vector also notes that it has signed both the
Schedule TO-T and the Registration Statement on Form S-4, indicating Vector’s responsibility
for the exchange offer.

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Securities and Exchange Commission

November 4, 2005

    14.

    We note that beginning on page 3 of the Letter of Transmittal you require
tendering security holders to certify that they ‘‘understand” the effect of the terms
of the offer. The form improperly asks security holders to certify that they
“understand” the terms of the offer. Please revise to delete that requirement.
Alternatively, amend the form to include a legend in bold typeface that indicates the
bidders do not view the certification made by security holders that they understand the
offer materials as a waiver of liability and that the bidders promise not to assert
that this provision constitutes a waiver of liability.

Response: Vector and VGR note the Staff’s comment and will delete the requirement that
tendering security holders certify that they “understand” the effect of the terms of the
exchange offer. Vector and VGR will revise such language accordingly when they file an
amendment to the Schedule TO-T.

Closing Comments

     We have been authorized as attorneys for Vector and VGR to inform you that Vector and VGR
acknowledge that:

    •

    they are responsible for the adequacy and accuracy of the disclosure in the filings;

    •

    Staff comments or changes to the disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    they may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under federal securities laws of the United States.

* * *

     If you have any questions or comments relating to the foregoing, please contact me at (212)
530-5735 or, in my absence, Craig Gherman at (212) 530-5778 or David Schwartz at (212) 530-5260.

Very truly yours,

Roland Hlawaty

    cc:

    Richard J. Lampen

Vector Group Ltd.

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