Vector Group Ltd.
 

Filed pursuant to Rule 424(b)(3)
Registration No. 333-125077
PROSPECTUS SUPPLEMENT NO. 5 DATED SEPTEMBER 14, 2005
(to prospectus dated June 3, 2005)
VECTOR GROUP LTD.
5% Variable Interest Senior Convertible Notes due November 15, 2011
and
Common Stock Issuable upon Conversion of the Notes
 
     This prospectus supplement supplements the prospectus dated June 3, 2005 of Vector Group Ltd. relating to the sale by certain of our securityholders (and their transferees, pledgees, donees and successors) of our 5% Variable Interest Senior Convertible Notes due November 15, 2011 and the common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supercedes the information contained in the prospectus.
     The table of selling securityholders contained on pages 53 to 55 of the prospectus is hereby amended to add the following additional selling securityholders.
                                                                 
 
                                      Number of Shares                    
                            Number of Shares of       of Common Stock                    
        Principal Amount                 Common Stock       that May Be Sold       Number of Shares of            
        of Notes                 Beneficially Owned       Pursuant To This       Common Stock       Percentage of    
        Beneficially Owned       Percentage of Notes       Before This       Prospectus       Beneficially Owned       Common Stock    
  Name     that May Be Sold       Outstanding       Offering       (1)       After this Offering       Outstanding (2)    
 
HFR RVA Combined Master Trust (3)
     $ 43,000         *         0         2,216         0         *    
 
 
*   Less than 1%.
 
(1)   Assumes conversion of all of the securityholders’ notes at a conversion price of $19.40 per share of common stock. The conversion price is subject to adjustment as described under “Description of Notes-Conversion Rights” and, as a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
 
(2)   Calculated based on Rule 13d-3(d)(i) of the Exchange Act using shares of common stock outstanding as of September 13, 2005. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular securityholder’s notes. We did not assume, however, the conversion of any other securityholder’s notes.
 
(3)   The notes shown in this prospectus supplement as owned by the selling securityholder are in addition to the $125,000 principal amount of notes previously reported in this prospectus as owned by such holder.
 
     Investing in the notes and our common stock involves risks, which are described under “Risk Factors” beginning on page 12 of the prospectus.
 
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 14, 2005.