February 24, 1994

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

Culbro Corporation
1993 Form 10-K
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 1993 Form 10-K.

Very truly yours,

(A. ROSS WOLLEN)
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Notification of Late Filing

Commission File Number 1-1210
Form 10-K
For period ended November 27, 1993

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 released its 1993 fourth quarter and fiscal 
year results (see attached) on February 24, 1994, just one day prior 
to the required filing date for its Form 10-K.  The late release date 
was caused by the pending acquisition by Registrant's subsidiary, 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-K for a filing on February 25 but does anticipate it will be able 
to file on or before 15 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 (see attached Press Release)

(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: February 24, 1994

By:  (A. ROSS WOLLEN)-Senior Vice President-Secretary

A. Ross Wollen
(212) 561-8714


        NEW  YORK, NEW  YORK  (February 24, 1994)  -  Culbro 
Corporation (NYSE: CUC) today reported net income for the fourth 
quarter of $759,000 or $0.12 per common share on sales of 
$330,400,000 as compared to a net loss of $(898,000) or $(0.21) per 
common share on sales of $295,257,000 in the 1992 fourth quarter.  
The prior year's quarter included a pretax charge of $3,500,000 
relating to restructuring measures at the Corporation's wholesale 
distribution business, Eli Witt, as a result of its acquisition of 
Certified Grocers of Florida, Inc.  For the year ended November 27, 
1993, income before the effect of an accounting change was 
$1,725,000 or $0.24 per common share on sales of $1,364,576,000.  In 
1992, the Corporation reported net income of $1,868,000 or $0.43 per 
common share on sales of $1,148,722,000.  The 1993 net loss of 
$(7,452,000), or $(1.89) per common share, reflects a net charge of 
$9,177,000 or $(2.13) per common share for the cumulative effect of 
the accounting change, adopting Statement of Financial Accounting 
Standards No. 106 "Accounting for Postretirement Benefits Other Than 
Pensions", effective at the beginning of 1993.  The 1993 per share 
results are computed after giving effect to the accounting cost of 
Eli Witt's Series A preferred stock which was issued in connection 
with the acquisition of Certified Grocers.

        Edgar M. Cullman, Chairman of the Board, stated that 1993 
was "a disappointing year in spite of the fact that all of our 
businesses were profitable on an operating basis.  Excluding 
non-recurring items in both 1992 and 1993, our pre-tax results were 
lower in 1993 due to the difficult pricing changes and margin 
pressures that affected Eli Witt and the entire cigarette industry, 
offset in part by a continuing profit improvement at CMS Gilbreth, 
the Corporation's subsidiary in the packaging and labeling systems 
business.  In addition, the Corporation incurred higher interest 
costs in 1993 principally reflecting the additional debt assumed in 
the Certified Grocers acquisition.  The results of all of our other 
businesses were approximately the same as last year."

        Eli Witt's previously announced agreement in principle for 
the acquisition of the six southern branches of NCC L.P. is 
progressing and a closing is anticipated in approximately one month.

        Culbro is a diversified corporation with interests in 
cigars, wholesale distribution of tobacco, groceries and sundry 
consumer products, industrial products including labeling systems 
and packaging machinery, real estate and landscape nursery stock.

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