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 * LEBOW BENNETT S   2. Issuer Name and Ticker or Trading Symbol VECTOR GROUP LTD [VGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VECTOR GROUP LTD., 100 S.E. SECOND STREET; 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2012 (Street) MIAMI, FL 33131 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 01/11/2012   J(1)   41,637 D $ 0 (1) 2,957,702 I By LeBow Epsilon 2001 Limited Partnership (3) (6) Common Stock 01/11/2012   J(1)   41,637 A $ 0 (1) 2,957,702 I By LeBow Epsilon 2001 Limited Partnership (3) (6) Common Stock 01/11/2012   J(1)   190,428 D $ 0 (1) 5,645,708 I By LeBow Gamma Limited Partnership (4) (6) Common Stock 01/11/2012   J(1)   190,428 A $ 0 (1) 5,645,708 I By LeBow Gamma Limited Partnership (4) (6) Common Stock 01/11/2012   J(1)   4,634 D $ 0 (1) 330,750 (2) I By LeBow Alpha LLLP (5) (6) Common Stock 01/11/2012   J(1)   4,634 A $ 0 (1) 330,750 (2) I By LeBow Alpha LLLP (5) (6) Common Stock               11,025 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEBOW BENNETT S C/O VECTOR GROUP LTD. 100 S.E. SECOND STREET; 32ND FLOOR MIAMI, FL 33131	X	X

Signatures

/s/ Bennett S. LeBow		01/11/2012
**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)	Represents the transfer of all of the shares of outstanding stock in LeBow Holdings, Inc. from Bennett S. LeBow Revocable Trust to LeBow 2011 Management Trust.
(2)	Includes 300,000 shares that also are included in the total amount of shares reported as beneficially owned by LeBow Epsilon 2001 Limited Partnership.
(3)	LeBow Epsilon 2001 Limited Partnership is a Delaware limited partnership. LeBow Epsilon 2001 LLC, a Delaware limited liability company, is the general partner of LeBow Epsilon 2001 Limited Partnership. Following the reported transaction (as described in Footnote 1 of this Form 4), LeBow 2011 Management Trust is the sole stockholder of LeBow Holdings, Inc., a Nevada corporation, which is the general partner of LeBow Alpha LLLP, a Delaware limited liability limited partnership, which is the controlling member of LeBow Epsilon 2001 LLC. Mr. LeBow is the sole trustee of LeBow 2011 Management Trust, a director and officer of LeBow Holdings, Inc. and a manager of LeBow Epsilon 2001 LLC. Mr. LeBow disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 of the Issuer's common stock held by LeBow Epsilon 2001 Limited Partnership except to the extent of his pecuniary interest therein.
(4)	LeBow Gamma Limited Partnership is a Delaware limited partnership. Following the reported transaction (as described in Footnote 1 of this Form 4), LeBow 2011 Management Trust is the sole stockholder of LeBow Holdings, Inc., a Nevada corporation, which is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. Mr. LeBow is the sole trustee of LeBow 2011 Management Trust, a director and officer of LeBow Holdings, Inc. and a director and officer of LeBow Gamma, Inc.
(5)	LeBow Alpha LLLP is a Delaware limited liability limited partnership. LeBow Holdings, Inc. is the general partner of LeBow Alpha LLLP.
(6)	Following the reported transaction (as described in Footnote 1 of this Form 4), LeBow Holdings, Inc., a Nevada corporation, is expected to convert into LeBow Holdings LLC, a Delaware limited liability company.

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