November 8, 2005

Via Facsimile ((212) 446-4900) and U.S. Mail

Stephen Fraidin, Esq.
Kirkland & Ellis  LLP
Citigroup Center, 153 East 53rd Street
New York, NY  10022

RE:	New Valley Corporation
      Schedule 14D-9 filed November 2, 2005
      Schedule 14D-9/A filed November 4, 2005
      File No. 005-40562

Dear Mr. Fraidin:

      We have the following comments on the above-referenced
filing.

Schedule 14D-9

Item 3.  Past Contacts, page 4
1. With respect to your disclosure in this section and in
subclause
(ii) of the section entitled "Certain Arrangements Between New
Valley
and Bidders," 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.

Item 4.  The Solicitation or Recommendation

Reasons for the Position, page 12
2. The lead sentence to this section indicates that the Special
Committee, in determining to recommend that security holder reject
the offer, has considered certain factors.  Item 4 of Schedule
14D-9
and Item 1012(b) of Regulation M-A require that reasons be cited
to
explain why the target is making a negative recommendation.
Please
revise this section to describe the analyses conducted by the
Special
Committee and explain which term(s) of the tender offer the
committee
concluded was inadequate.  For example, did the committee find the
consideration inadequate? The conditions? The future prospects of
the
combined company?  Expand your disclosure to clarify, for example,
which conditions are within Vector`s discretion and how those
conditions may have a harmful effects.
3. We note that Blackstone provided the Special Committee its
preliminary views about the terms of the tender offer.  Please
tell
us why you have not summarized Blackstone`s analysis as presented
to
the Special Committee.  Refer to Item 1011(b) of Regulation M-A.
In
addition, disclose the qualifications, factors, projections and
assumptions considered by Blackstone in its analysis.  Further,
please advise regarding whether the special committee intends to
obtain an formal opinion and what disclosure it will provide at
that
time.
4. We note that the disclosure in this section is not an
"exhaustive
list of the elements considered by the Special Committee."  Please
clarify whether you have disclosed all material elements
considered
by the committee in reaching its position with respect to the
tender
offer.

Schedule 14D-9/A
5. We note the disclaimer in the press release filed as an exhibit
to
this amendment that you do not undertake any obligations to update
or
revise forward-looking statements to reflect, among other things,
new
events or circumstances.  This disclosure is inconsistent with
your
obligation under Rule 14d-9(c) to amend the schedule to reflect a
material change in the information previously disclosed.  Please
confirm that you will avoid making such statements in future press
releases and filings.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
security holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the partnership is in possession of
all
facts relating to its disclosure, it is responsible for the
accuracy
and adequacy of the disclosures it has made.

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

* the partnership is responsible for the adequacy and accuracy of
the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the partnership 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 &
Acquisitions
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Stephen Fraidin, Esq.
Kirkland & Ellis  LLP
November 8, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE