Vector (VGR) 10-Q 2014 Q2 Quarterly report

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

VECTOR GROUP LTD.

________________________

Vector Group Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

1.    The Board of Directors of the Corporation has adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"):

RESOLVED, that it is advisable for the Corporation's Certificate of Incorporation to be amended as follows:

The first paragraph of Article FOURTH of the Certificate of Incorporation be amended to read in its entirety as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is 250,000,000 shares of Common Stock, par value $.10 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $1.00 per share.”

2.    The amendment of the Certificate of Incorporation effected by this Certificate was duly authorized at the Annual Meeting of Stockholders held on May 16, 2014, by the holders of a majority of the outstanding capital stock of the Corporation entitled to vote thereon, after first having been declared advisable by the Board of Directors of the Corporation, all in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Vector Group Ltd. has caused this Certificate to be signed by March N. Bell, its Vice President, Secretary and General Counsel, who hereby acknowledges under penalties of perjury that the facts herein stated are true and that this Certificate is the Corporation’s act and deed, this 16th day of May, 2014.

VECTOR GROUP LTD.

By: /s/ Marc N. Bell

Marc N. Bell

Vice President, Secretary and General Counsel

2