8-K

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                       FORM 8-K



                        Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934


                                   January 21, 1997

                                  CULBRO CORPORATION

                  (Exact name of registrant as specified in charter)

                                  Filing Fee #026093

   New YorK                            1-1210              13-0762310
   --------                            ------              ----------
(State or other jurisdiction       (Commission             (IRS Employer
    Of incorporation)              File Number)            Identification No.)


387 Park Avenue South, New York, New York                  10016-8899
- -----------------------------------------                  ----------
(Address of principal executive offices)                   (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE         (212) 448-3800
                                                           --------------



ITEM 2.  ACQUISITION OF ASSETS.

         On January 21, 1997 the Registrant's wholly-owned subsidiary, General
Cigar Co., Inc. ("General Cigar") completed the acquisition of privately held
Villazon & Company, Inc., a U.S. corporation, and Honduras American Tabaco, S.A.
de C.V., a Honduran corporation (collectively "Villazon"), for approximately
$81.4 million consisting of $90.5 million of purchase price and direct
acquisition costs, less $9.1 million of cash acquired. $64.6 million of cash was
paid to the sellers at closing and $24.4 million aggregate principal amount of
seller notes were issued.  Both companies are engaged in the cigar business.

    The acquisition was financed under a $120 million Credit Agreement 
entered into by General Cigar with its banks and guaranteed by General Cigar 
Holdings, Inc., a wholly-owned subsidiary of the Registrant and the parent 
company of General Cigar, and certain other affiliated companies.  The 
acquisition of Villazon and the Credit Agreement are more fully discussed in 
the Registration Statement on Form S-1 under the Securities Act of 1933 filed 
by General Cigar Holdings, Inc. on February 4, 1997 (Registration No. 
333-18791), which is incorporated herein by reference.

         Reference is also made to the Registrant's January 22, 1997 Press
Release (Exhibit A).

    
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


         (a)(1)    It is impracticable to provide the required financial
statements of Villazon at this time.  Such statements will be filed no later
than 60 days after the date hereof.

         (b)       It is impracticable to provide pro forma financial
information at this time.  Such information will be filed no later than 60 days
after the date hereof.

         (c)(1)    Exhibit A: Registrant's January 22, 1997 Press Release
(attached hereto).



                                      SIGNATURES




    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.


                                            CULBRO CORPORATION



                                            By: /s/ A. ROSS WOLLEN
                                                    A. Ross Wollen
                                               Senior Vice President,
                                               Secretary and General Counsel




Dated:   February 5, 1997

EX-99.(C)(1)

                                                      EXHIBIT A





                                                   JAY M. GREEN
                                                  (212) 448-3808




    NEW YORK, NEW YORK (January 22, 1997) - Culbro Corporation (NYSE: CBO)
Culbro Corporation announced today that its General Cigar subsidiary, producer
of the Macanudo and Partagas premium cigar brands had completed the previously
announced acquisition of Villazon & Company, Inc. and its Honduran affiliate,
cigar companies that make and market Punch and Hoyo De Monterrey premium brands
among others.  The acquisition was financed through a credit facility also
completed today, which is expected to be repaid with the proceeds of a planned
Initial Public Offering of General Cigar Holdings.

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