UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Vector Group Ltd.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
92240M-10-8
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.: 92240M-10-8 Page 2 of 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jefferies Group, Inc.
95-4719745
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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Number of Shares 5. Sole Voting Power 3,171,787
Beneficially -------------------------------------------------------------
Owned by Each 6. Shared Voting Power 0
Reporting Person -------------------------------------------------------------
With: 7. Sole Dispositive Power 3,171,787
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,171,787
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9)
5.6%
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12. Type of Reporting Person:
CO
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CUSIP No.: 92240M-10-8 Page 3 of 5
ITEM 1
(a) Name of Issuer
Vector Group Ltd.
(b) Address of Issuer's Principal Executive Offices
100 S.E. Second Street
Miami, Florida 33131
ITEM 2
(a) Name of Person Filing
Jefferies Group, Inc.
(b) Address of Principal Business Office or, if None, Residence
Jefferies Group, Inc.
520 Madison Ave., 12th Floor
New York, New York 10022
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, par value $0.10 per share
(e) CUSIP Number
92240M-10-8
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule13d-1(b)(1)(ii)(J).
CUSIP No.: 92240M-10-8 Page 4 of 5
ITEM 4 OWNERSHIP
The following sets forth beneficial ownership information:
(a) Amount beneficially owned: 3,171,787
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,171,787
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 3,171,787
(iv) Shared power to dispose or direct the disposition of: 0
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
CUSIP No.: 92240M-10-8 Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2007 Jefferies Group, Inc.
/s/ Roland T. Kelly
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Roland T. Kelly
Assistant Secretary