<PAGE> 1
Rule 424(b)(3)
Reg. No. 333-46055
BROOKE GROUP LTD.
SUPPLEMENT NO. 11 DATED JANUARY 15, 1999
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>
Lincoln Merchandising Co., Inc. 11,655 11,655 0
George W. Wehrlin 833 833 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.
