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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                              JOINT CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): JULY 31, 1997



                                                              
                      BROOKE GROUP LTD.                                            BGLS INC.
        (Exact name of registrant as specified in its            (Exact name of registrant as specified in its
                           charter)                                                 charter)

                            1-5759                                                  33-93576
                   (Commission File Number)                                 (Commission File Number)

                          51-0255124                                               13-3593483
             (I.R.S. Employer Identification No.)                     (I.R.S. Employer Identification No.)

                           DELAWARE                                                 DELAWARE
        (State or other jurisdiction of incorporation            (State or other jurisdiction of incorporation
                       or organization)                                         or organization)

                    100 S.E. SECOND STREET                                   100 S.E. SECOND STREET
                     MIAMI, FLORIDA 33131                                     MIAMI, FLORIDA 33131
      (Address of principal executive offices including        (Address of principal executive offices including
                          Zip Code)                                                Zip Code)

                         305/579-8000                                             305/579-8000
        (Registrant's telephone number, including area           (Registrant's telephone number, including area
                            code)                                                    code)

                       (NOT APPLICABLE)                                         (NOT APPLICABLE)
               (Former name or former address,                          (Former name or former address,
                if changed since last report)                            if changed since last report)


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ITEM 5.      OTHER EVENTS.

             On July 31, 1997, Brooke Group Ltd. issued a press release,
a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)    Exhibits.

             The following Exhibit is provided in accordance with the
provisions of Item 601 of Regulation S-K and is filed herewith unless otherwise
noted.

                                 EXHIBIT INDEX

99.1  Press Release of Brooke Group Ltd. dated July 31, 1997.


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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.

                                            BROOKE GROUP LTD.



                                            By:/s/ Joselynn D. Van Siclen
                                               -------------------------------- 
                                               Joselynn D. Van Siclen
                                               Vice President and Chief
                                               Financial Officer

                                            BGLS INC.

                                            By:/s/ Joselynn D. Van Siclen
                                               --------------------------------
                                               Joselynn D. Van Siclen
                                               Vice President and Chief
                                               Financial Officer


Date:  August 1, 1997