8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2005

NEW VALLEY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-2493	13-5482050
(Commission File Number)	(I.R.S. Employer Identification No.)
100 S.E. Second Street, Miami, Florida	33131
(Address of Principal Executive Offices)	(Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, Including Area Code)

(Not Applicable)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement

     On September 27, 2005, Howard M. Lorber, the President and Chief Operating Officer of the Company, renounced and waived, as of that date, the unvested 1,071,429 Common Shares of New Valley Corporation (the “Company”) deliverable by the Company to Mr. Lorber in the future under the terms of the January 10, 2005 Restricted Share Award Agreement by and between the Company and Mr. Lorber.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Letter, dated September 27, 2005, from Howard M. Lorber to the Company.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW VALLEY CORPORATION
	/s/ J. Bryant Kirkland III
Date: September 28, 2005	J. Bryant Kirkland III
	Vice President, Treasurer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

September 27, 2005

New Valley Corporation
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131

Attention: Richard J. Lampen
Executive Vice President and
General Counsel

Dear Dick:

     I write with reference to the Restricted Share Award Agreement (the “Award Agreement”) dated as of January 10, 2005 by and between New Valley Corporation (the “Company”) and myself. Under the terms of the Award Agreement, I was awarded a restricted stock grant of 1,250,000 of the Company’s Common Shares. As of the date hereof, 178,571 of these Common Shares have vested and been delivered to me, with the remaining 1,071,429 Common Shares unvested and held by the Company.

     I have today been elected President and Chief Executive Officer of Vector Group Ltd. (“Vector”), the majority shareholder of the Company, effective January 1, 2006, and have been granted a restricted stock award under Vector’s Long-Term Incentive Plan. Accordingly, I hereby renounce and waive as of this date all of my rights, entitlements and interests in and with respect to the unvested 1,071,429 Common Shares of the Company deliverable by the Company to me in the future under the terms of the Award Agreement. I have previously provided the Company with blank stock powers which the Company can use to cancel the Common Shares I have hereby renounced and waived.

Sincerely,
 

/s/ Howard M. Lorber  

Howard M. Lorber 

cc: Board of Directors
New Valley Corporation