November 2, 2005

Via Facsimile (212) 822-5735 and U.S. Mail

Roland Hlawaty, Esq.
Milbank, Tweed, Hadley & McCoy LLP
1 Chase Manhattan Plaza
New York, NY  10005

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

	New Valley Corporation
	Schedule TO-T filed October 20, 2005, as amended October 20
and
   	    27, 2005 by Vector Group Ltd. and VGR Holding Inc.
	SEC File No. 005-30749

Dear Mr. Hlawaty:

      We have reviewed your filing and have the following
comments.
The scope of our review was limited to the terms of the exchange
offer.  Where indicated, we think you should revise your document
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.




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.

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).

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 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.
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.
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.
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.

Where You Can Find More Information, page 74
9. While we recognize that any documents you files 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.

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.

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.


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

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.
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.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidders are in possession of all facts relating to their
disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each of the bidders acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

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

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions
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Roland Hlawaty, Esq.
Milbank, Tweed, Hadley & McCoy LLP
November 2, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE