FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ICAHN CARL C ET AL   2. Issuer Name and Ticker or Trading Symbol VECTOR GROUP LTD [VGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP, 767 FIFTH AVE #4700 3. Date of Earliest Transaction (Month/Day/Year) 09/29/2004 (Street) NEW YORK, NY 10153 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.10 par value ("Shares") 09/29/2004   J   401,689 A (1) (2) 8,420,327 I See note (1) (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

6.25% Convertible Subordinated Notes due 2008 (the "Notes")

$ 25.06

09/29/2004

J

0 (1) (2)

06/29/2001

07/15/2008

Shares

798,085

$ 20,000,000

$ 20,000,000

I

See Note (1) (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ICAHN CARL C ET AL C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 NEW YORK, NY 10153		X
BARBERRY CORP /NY/ 100 SOUTH BEDFORD RD MT KISKO, NY 10549		X
HIGH RIVER LIMITED PARTNERSHIP /NY/ 100 SOUTH BEDFORD RD MT KISCO, NY 10549		X

Signatures

Carl C. Icahn		11/22/2004
**Signature of Reporting Person		Date
Barberry Corp.		11/22/2004
**Signature of Reporting Person		Date
High River Limited Partnership		11/22/2004
**Signature of Reporting Person		Date
Hopper Investments LLC		11/22/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.
(2)	By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

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