<PAGE> 1
Rule 424(b)(3)
Reg. No. 333-46055
BROOKE GROUP LTD.
SUPPLEMENT NO. 7 DATED NOVEMBER 6, 1998
TO PROSPECTUS DATED MAY 29, 1998
The Prospectus of Brooke Group Ltd. (the "Company") dated May 29, 1998
relating to the Company's common stock, $.10 par value per share (the "Common
Stock"), is hereby supplemented as follows:
SELLING STOCKHOLDERS
The table set forth on pages 52 to 59 of the Prospectus is supplemented to
include information concerning the following additional Selling Stockholders.
<TABLE>
<CAPTION>
NO. OF SHARES
SHARES OF COMMON SHARES OF OF COMMON
STOCK OWNED PRIOR COMMON STOCK STOCK OWNED
SELLING STOCKHOLDERS TO OFFERING BEING OFFERED AFTER OFFERING(1)
-------------------- ----------------- ------------- -----------------
<S> <C> <C> <C>
Franklin Principal Maturity Trust 10,000 10,000 0
</TABLE>
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1 The calculation of the number of shares of the Company's common stock
owned after the offering assumes the sale of all shares offered hereby.
