November 30, 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
      Responses to comments on November 17, 2005 re: Schedule 14D-
9
      Schedule 14D-9/A filed November 23, 2005
      File No. 005-40562

Dear Mr. Fraidin:

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

Schedule 14D-9/A

Item 4.  The Solicitation or Recommendation

Opinion of Special Committee`s Financial Advisor, page 20
1. Please provide us a copy of Blackstone`s report to the special
committee supplementally.

Exchange Ratio Analysis, page 23
2. Please disclose the transactions and data from each transaction
underlying the analyses described in the third and fourth bullet
points in this section.
3. Please expand the fifth bullet point to explain the analysis
conducted.  For example, what data was used for the analysis?
What
were the measuring dates or periods used?

Historical Share Price Analysis, page 24
4. Please revise this disclosure to explain how the results
obtained
support the financial advisor`s fairness opinion.


Balance Sheet Asset/Liability Analysis, page 24
5. Revise this section to disclose the date used for this
analysis,
the basis for the value of the assets and liabilities used, the
basis
for selecting the listed assets and liabilities, and the
assumptions
made by New Valley`s management and used by Blackstone in the
analysis.  Also, show the values of each line-item in the table.

Discounted Cash Flow Analysis, page 25
6. Please explain technical terms such as "unlevered free cash"
and
"Barra betas."
7. Please disclose the assumptions provided by New Valley`s
management and used by Blackstone in the analysis.  Also, explain
why
Blackstone used the EBITDA multiples of 3.5x and 6.5x in
conducting
the analysis.
8. We note that Blackstone conducted discounted cash flow analyses
of
Douglas Elliman, LLC and Koa Investors.  Clarify the first
sentence
of the last paragraph of page 25 what other operating assets were
used in this analysis.  Were Elliman and Koa Investors not
considered
operating assets?
9. We note the implied premium/discount to the revised offer value
that resulted from this analysis.  Please explain how those
results
support Blackstone`s fairness opinion.

Comparable Premiums Paid, page 26
10. Explain the basis used in selecting the transactions listed in
this section.  Also, provide the data for each transaction that
resulted in the results disclosed in this section and in the
section
entitled "Comparable Increase Over Original Offer."

Public Comparables Analysis for Vector, page 27
11. With respect to this analysis and the discounted cash flow
analysis for Vector, explain how the results obtained support
Blackstone`s fairness opinion.  Also, disclose the assumptions
provided by Vector management to Blackstone in connection with the
discounted cash flow analysis.

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.

      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 30, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE