February 16, 2006

Via Facsimile 202-772-9369

Mr. H. Roger Schwall, Assistant Director Office No. 4
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549

     Re: Withdrawal of Registration Statement on Form S-3 (File No. 333-131393)

Dear Mr. Schwalls:

     On behalf of our client, Vector Group Ltd., a Delaware corporation (the “Company”), pursuant to Rule 477(a) we hereby withdraw the Registration Statement on Form S-3 (Registration No. 333-131393), which was filed with the Commission on January 31, 2006.

     The registration statement was filed inadvertently by the Company’s printer on Form S-3 rather than Form S-3ASR. Accordingly, we hereby withdraw the registration statement (File No. 333-131393) and will file a new registration statement on Form S-3ASR.

     Should you have any questions or concerns with regard to any of the foregoing, please contact me.