<PAGE> 1
Rule 424(b)(3)
Reg. No. 333-46055
BROOKE GROUP LTD.
SUPPLEMENT NO. 6 DATED OCTOBER 16, 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>
Wilmer J. Thomas 2,331 2,331 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.
