<PAGE> 1
Rule 424(b)(3)
Reg. No. 33-38869
BROOKE GROUP LTD.
SUPPLEMENT NO. 3 DATED AUGUST 18, 1997
TO PROSPECTUS DATED FEBRUARY 19, 1991,
AS SUPPLEMENTED ON FEBRUARY 14, 1997 AND MAY 28, 1997
The Prospectus of Brooke Group Ltd. (the "Company"), dated
February 19, 1991, as supplemented on February 14, 1997 and May 28, 1997
(collectively the "Supplements"), 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 June 24, 1997, Bennett S. LeBow ("LeBow") gifted 12,000 shares of
the Common Stock to an unrelated third party. The following table sets forth,
as of August 18, 1997, certain information with respect to the ownership of the
Common Stock by LeBow and The Bennett and Geraldine LeBow Foundation, Inc.
(collectively, the "Selling Stockholders"), and supersedes the table set forth
on page 5 of the Prospectus and in the Supplements. All the Common Stock
beneficially owned by the Selling Stockholders are covered by this Registration
Statement.
<TABLE>
<CAPTION>
Amount of Shares
Name to be Offered
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<S> <C>
Bennett S. LeBow 9,024,208(1)
The Bennett and Geraldine
LeBow Foundation, Inc. 500,000(2)
</TABLE>
(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 held directly by The Bennett and Geraldine
LeBow Foundation, Inc., a Florida not-for-profit corporation,
of which LeBow and family members serve as directors, and 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).
