November 29, 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
		Amended Form S-4, filed November 23, 2005

	New Valley Corporation
	Schedules TO-T/A filed November 10, 16, 17, and 23, 2005
	Filed 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.

Schedules TO-T/A filed November 17, 2005

1. We note you entered into several agreements to tender with New
Valley security holders.  Please provide us additional information
regarding the security holders with whom you entered into the
agreements, a description of any negotiations with those parties,
and
the information you disclosed to those parties prior to making
that
information publicly available.

Schedule 13-D/A filed November 17, 2005
2. With respect to your entering into agreements to tender with
several New Valley security holders, please tell us why your
amended
Schedule 13D does not reflect  beneficial ownership of those
securities.

Form S-4/A

Certain Legal Matters and Regulatory Approvals

Stockholder Litigation, page 67
3. Please revise your disclosure to describe the terms of the
settlement agreement reached with the plaintiffs in the Pill and
Lindstrom cases.

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.

      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 29, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE