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Rule 424(b)(3)
Reg. No. 33-38869
BROOKE GROUP LTD.
Supplement No. 2 dated May 28, 1997
to Prospectus dated February 19, 1991, as supplemented on February 14, 1997
The Prospectus of Brooke Group Ltd. (the "Company"), dated
February 19, 1991, as supplemented on February 14, 1997 (the "Supplement"),
relating to the Company's common stock, $.10 par value per share (the "Common
Stock"), is hereby further supplemented as follows:
1. SELLING STOCKHOLDERS.
On May 27, 1997, Bennett S. LeBow ("LeBow") transferred 500,000 shares
of the Common Stock to The Bennett S. and Geraldine C. LeBow Foundation, Inc., a
New York not-for-profit corporation ("The Foundation"), of which LeBow and
family members serve as directors. The following table sets forth, as of May 28,
1997, certain information with respect to the ownership of the Common Stock by
LeBow and The Foundation (collectively, the "Selling Stockholders"), and
supersedes the table set forth on page 5 of the Prospectus and in the
Supplement. All the Common Stock beneficially owned by the Selling Stockholders
are covered by this Registration Statement.
Amount of Shares
Name to be Offered
---- -------------
Bennett S. LeBow 9,036,208(1)
The Bennett S. and Geraldine C.
LeBow Foundation, Inc. 500,000(2)
(1) These Shares are held by LeBow directly, through LeBow
Limited Partnership (a Delaware limited partnership of which
LeBow is the 99.99% general partner), through BSL Partners (a
New York general partnership of which LeBow owns 80% and
LeBow Limited Partnership owns 20%) and through LeBow Family
Partnership 1993, Ltd. (a Florida limited partnership
of which LeBow is the general partner and a limited partner,
and trusts for the benefit of LeBow and certain family
members hold the remaining partnership interests). LeBow may
sell certain of the Shares for his own account. Of these
Shares, 8,500,000 are pledged to a financial institution and
may be sold by such pledgee (who would be identified in a
Prospectus Supplement to the extent required).
(2) These Shares are pledged to a financial institution and may
be sold by such pledgee (who would be identified in a
Prospectus Supplement to the extent required).
