July 12, 1994

Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

Culbro Corporation
Form 10-Q for period ended May 28, 1994
File No. 1-1210
Filing Fees Account Number 026093

Gentlemen:


         Culbro Corporation herewith files with you pursuant to Rule 12b-25 
under the Securities Act of 1934 Form 12b-25 with respect to its Form 10-Q 
for period ended May 28, 1994.

Very truly yours,

(A. ROSS WOLLEN)



                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                         Notification of Late Filing

                        Commission File Number 1-1210
                                  Form 10-Q
                        For period ended May 28, 1994

If the notification relates to a portion of the filing checked above, 
identify the item(s) to which the notification relates: N/A

                                    PART I
                           REGISTRATION INFORMATION

                 Full name of registrant - Culbro Corporation

Address of principal executive office (Street and Number) 387 Park Avenue 
South, New York, New York 10016-8899

                                   PART II

                            RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed. (Check appropriate box.)

X        (a)  The reasons described in reasonable detail in Part III of this 
form could not be eliminated without unreasonable effort or expense;

X        (b)  The subject annual report, semi-annual report, transition 
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be 
filed on or before the 15th calendar day following the prescribed due date; 
or the subject quarterly report or transition report on Form 10-Q, or portion 
thereof will be filed on or before the fifth calendar day following the 
prescribed due date
                                   PART III
                                  NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, 
N-SAR or the transition report portion thereof could not be filed within the 
prescribed time period.  (Attach extra sheets if needed.)

         The Registrant intends to deconsolidate from its financial 
statements The Eli Witt Company as a result of the recent acquisition by The 
Eli Witt Company of the six southern branches of NCC, L.P. (see Form 8-K 
filed November 30, 1993).


         The Registrant therefor is not in a position, without unreasonable 
effort or expense, to assemble and complete its Form 10-Q for a filing on 
July 12 but does anticipate it will be able to file on or before 5 days after 
the required filing date.


                                   PART IV

                              OTHER INFORMATION

         (1)  Name and telephone number of person to contact in regard to 
this notification. A. Ross Wollen (212) 561-8714

         (2)  Have all other periodic reports required under Section 13 or 
15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment 
Company Act of 1940 during the preceding 12 months or for such shorter period 
that the registrant was required to file such report(s) been filed?  If the 
answer is no, identify report(s).

         YES

         (3)  Is it anticipated that any significant change in results of 
operations from the corresponding period for the last fiscal year will be 
reflected by the earnings statements to be included in the subject report or 
portion thereof.

         NO 

(Name of Registrant as Specified in Charter) - Culbro Corporation

         Has caused this notification to be signed on its behalf by the 
undersigned thereunto duly authorized.

Date: July 12, 1994

                                          By:  A.ROSS WOLLEN
                                                 A. Ross Wollen
                                              Senior Vice President-Secretary