Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ICAHN CARL C ET AL
   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)
(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES CORP, 767 FIFTH AVE #4700		 3. Date of Earliest Transaction (Month/Day/Year)
09/29/2005
(Street)

NEW YORK, NY 10153		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock, $0.10 par value ("Shares") 09/29/2005   J   421,016 A $ 0 (1) (2) (3) (4) 8,841,342 I PLEASE SEE FOOTNOTES (1) (2) (3) (4)

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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 Underlying Securities
(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 of Derivative Security: 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 dues 2008 ("Notes") $ 22.12 09/29/2005   J   0 (1) (2) (3) (4)   06/29/2001 07/15/2008 Shares 904,159 $ 20,000,000 20,000,000 I PLEASE SEE FOOTNOTES (1) (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ICAHN CARL C ET AL
C/O ICAHN ASSOCIATES CORP
767 FIFTH AVE #4700
NEW YORK, NY 10153		     X    
BARBERRY CORP.
100 SOUTH BEDFORD RD
MT KISCO, NY 10549		     X    
HIGH RIVER LIMITED PARTNERSHIP /NY/
100 S BEDFORD RD
MT KISCO, NY 10549		     X    
Hopper Investments LLC
100 SOUTH BEDFORD ROAD
MT KISCO, NY 10549		     X    
DIXON GUARANTOR LLC
C/O STARFIRE
100 S BEDFORD RD
MT KISCO, NY 10549		     X    

Signatures

 CARL C. ICAHN   03/06/2006
**Signature of Reporting Person Date
 BARBERRY CORP.   03/06/2006
**Signature of Reporting Person Date
 HIGH RIVER LIMITED PARTNERSHIP   03/06/2006
**Signature of Reporting Person Date
 DIXON GUARANTOR LLC   03/06/2006
**Signature of Reporting Person Date
 HOPPER INVESTMENTS LLC   03/06/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 Shares, High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.
(2) Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Barberry is 100 percent owned by Carl C. 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) High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
(4) Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

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