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                                                                    EXHIBIT 4(d)

                               December 27, 1996

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

Miami, Florida 33131

     Re: Loan to New Valley Corporation

Gentlemen and Ladies:

     Reference is hereby made to that certain Loan and Security Agreement (the
"Loan Agreement"), dated as of January 11, 1996, by and between AP Century III,
L.P., AP Century IV, L.P., AP Century V, L.P., AP Century VI, L.P. and AP
Century VIII, L.P., as lenders (collectively, "Lenders") and New Valley
Corporation, as borrower ("New Valley").  Except as provided herein, all terms
used herein which are defined in the Loan Agreement shall have the meanings
given therein.

     1.   The Loan Agreement is hereby amended effective as of the date hereof
          as follows:

          (a)  The last two sentences of Section 2.3 are deleted in their
               entirety.

          (b)  Section 2.6.1 is deleted in its entirety and the following is
               inserted:

               "2.6.1 Order of Application. So long as no Event of Default shall
               have occurred and be continuing, all such income in the
               Collections Accounts from time to time shall be applied only in
               the following order of priority (subject in each case to the
               Payment Priority Exceptions and the Principal Repayment
               Allocations): first, to reimburse the "Lockbox Bank" (as such
               term is defined in the Lockbox Agreement) for reasonable costs
               and expenses incurred in administering the Lockbox Agreement, and
               the Lockbox Bank's fees for such services, second, to fund
               monthly escrows, if any, for ad valorem real estate taxes and
               assessments or to pay any real estate taxes and assessments that
               may then be due (but not, however, to the extent escrow funds are
               available for such payments), third to pay in full as and when
               due and payable, all





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New Valley Corporation
December 27, 1996
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               Operating Expenses (other than the items referenced above in the
               second priority payment), subject to, and in accordance with, the
               terms and conditions of this Agreement, and including any
               reserves agreed upon by Borrower and Lenders, fourth, to pay in
               full, as and when due and payable, all interest and other amounts
               (other than principal payments) payable under the Notes, and any
               and all arrearages thereof, fifth, to pay in full, as and when
               due and payable, all Permitted Capital Improvements Expenses and
               any and all arrearages, sixth, an amount to be paid to Borrower
               equal to "Borrower's Return on Equity" (as defined in the Lockbox
               Agreement), seventh, to pay down the principal amounts of the
               Notes in proportion to their then relative principal balances."

          (c)  Section 3.1.7 is deleted in its entirety and the following is
               inserted:

               "3.1.7 Lockbox. A lockbox agreement entered into with respect to
               the Mortgaged Properties (as the same may be replaced from time
               to time) in the form set forth in Exhibit "F" with such changes
               as are reasonably required by the Lockbox Bank and as may be
               agreed upon by Lenders and Borrower."

          (d)  Upon the satisfaction of the GECC First Mortgages and the GECC
               Second Mortgages (i) GECC shall no longer have any consent or
               approval rights in connection with the Loan, and all such consent
               or approval rights contained in the Loan Agreement are deleted
               and (ii) GECC shall no longer have the right to receive, and no
               party to the Loan Agreement shall have the obligation to provide
               to GECC, any notices or other communications delivered in
               connection with the Loan.

     2. By executing this Agreement, New Valley acknowledges and agrees that if
any or all of the GECC First Mortgages and/or the GECC Second Mortgages are
satisfied, then, upon such satisfaction (i) the principal amount of any of the
Senior Mortgages shall not decrease as a result of such satisfaction, and (ii)
all of the wrap provisions set forth in the Senior Mortgages and the Loan
Agreement shall be of no force and effect with respect to those First Mortgages
that are satisfied.




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New Valley Corporation
December 27, 1996
Page 3

     3. Except as described herein, the Notes, the Loan Agreement and any of the
other Financing Documents have not been modified or amended in any way and
remain valid, binding and enforceable in accordance with their terms.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date first set forth above.

                                   LENDERS                             
                                                                       
                                   AP CENTURY III, L.P.,               
                                       a Delaware limited partnership      
                                                                       
                                     By: AP-GP Century III, L.P.,        
                                         a Delaware limited partnership      
                                                                       
                                       By: AP CENTURY III OPERATING        
                                         CORPORATION, a Delaware corporation 
                                                                       
                                         By: /s/ Andrew Cohen                
                                             ----------------------------------
                                                 Andrew Cohen, Vice President
                                                                       
                                   AP CENTURY IV, L.P.,                
                                       a Delaware limited partnership      
                                                                       
                                     By: AP-GP Century IV, L.P.,         
                                         a Delaware limited partnership      
                                                                       
                                       By: AP CENTURY IV OPERATING         
                                         CORPORATION, a Delaware corporation 
                                                                       
                                         By: /s/ Andrew Cohen                
                                             ----------------------------------
                                                 Andrew Cohen, Vice President 
                                                                       
                                                                       
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New Valley Corporation
December 27, 1996
Page 4

                                   AP CENTURY V, L.P.,                  
                                       a Delaware limited partnership       
                                                                        
                                     By: AP-GP Century V, L.P.,           
                                         a Delaware limited partnership       
                                                                        
                                       By: AP CENTURY V OPERATING           
                                         CORPORATION, a Delaware corporation  
                                                                        
                                          By: /s/ Andrew Cohen               
                                             ----------------------------------
                                                  Andrew Cohen, Vice President
                                                                        
                                   AP CENTURY VI, L.P.,                 
                                       a Delaware limited partnership       
                                                                        
                                     By: AP-GP Century VI, L.P.,          
                                         a Delaware limited partnership       
                                                                        
                                       By: AP CENTURY VI OPERATING          
                                          CORPORATION, a Delaware corporation  
                                                                        
                                         By: /s/ Andrew Cohen                 
                                             ----------------------------------
                                                 Andrew Cohen, Vice President 
                                                                        
                                   AP CENTURY VIII, L.P.,              
                                       a Delaware limited partnership       
                                                                        
                                     By: AP-GP Century VIII, L.P.,        
                                         a Delaware limited partnership       
                                                                        
                                       By: AP CENTURY VIII OPERATING        
                                           CORPORATION, a Delaware corporation  
                                                                        
                                         By: /s/ Andrew Cohen                 
                                             ----------------------------------
                                                 Andrew Cohen, Vice President 
                                                                        
                                   


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New Valley Corporation
December 27, 1996
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                                   BORROWER

                                   NEW VALLEY CORPORATION


                                   By:  /s/ Richard J. Lampen              
                                   -------------------------------
                                   Name:  Richard J. Lampen        
                                   Title: Executive Vice President