UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

(CHECK ONE):  /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR

                             Commission File Number 1-1210

                 For Period Ended: November 30, 1996
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                 /  / Transition Report on Form 10-K
                 /  / Transition Report on Form 20-F
                 /  / Transition Report on Form 11-K
                 /  / Transition Report on Form 10-Q
                 /  / Transition Report on Form N-SAR
                 For the Transition Period Ended:
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  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS 
               VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

           Culbro Corporation
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Full Name of Registrant

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Former Name if Applicable

        387 Park Avenue South
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Address of Principal Executive Office (Street and Number)

        New York, New York 10016-8899
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City, State and Zip Code

PART II -- RULES 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 box if appropriate)

/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, Form 20-F, 11-K or Form N-SAR, or portion thereof,
            will be filed on or before the fifteenth calendar day following
            the prescribed due date; or the subject quarterly report of 
            transition report on Form 10-Q, or portion thereof will be filed
            on or before the fifth calendar day following the prescribed due
            date; and
 
PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period.

    The Registrant's subsidiary, General Cigar Holdings, Inc., will offer in 
an initial public offering 6,000,000 shares of its Class A Common Stock on 
the due date of the Registrant's Form 10-K. (Reference is made to the Form 
S-1 (Registration No. 333-18791) filed by General Cigar Holdings, Inc. on 
December 24, 1996 and amendments and exhibits thereof.) The Registrant 
believes its Form 10-K will be more meaningful to investors if it includes 
financial information pro forma for the offering which could not be available 
on the due date. General Cigar Holdings, Inc. represents a material portion 
of the Registrant's assets and operations.

    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 
28, but does anticipate it will be able to prepare and include the information 
pro forma for the offering and file on or before 15 calendar 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)              448-3820
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                    (Name)                (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of 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
    answer is no, identify report(s).                           /X/ Yes  / / No

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(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?                                            / / Yes  /X/ No

    If so, attach an explanation of the anticipated change, both narratively 
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

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                              CULBRO CORPORATION
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                 (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the undersigned
    hereunto duly authorized.


    Date   February 28, 1997                     By /s/ A. Ross Wollen
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                                                     A. Ross Wollen
                                                     Senior Vice President-
                                                      Secretary



INSTRUCTION: The form may be signed by an executive officer of the registrant 
or by any other duly authorized representative. The name and title of the 
person signing the form shall be typed or printed beneath the signature. If 
the statement is signed on behalf of the registrant by an authorized 
representative (other than an executive officer), evidence of the 
representative's authority to sign on behalf of the registrant shall be filed 
with the form.

____________________________________ATTENTION__________________________________

  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                      VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________


                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange 
   Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the 
   General Rules and Regulations under the Act. The information contained in 
   or filed with the form will be made a matter of public record in the 
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed 
   with each national securities exchange on which any class of securities of 
   the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need 
   not restate information that has been correctly furnished. The form shall 
   be clearly identified as an amended notification.

5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable 
   to timely file a report solely due to electronic difficulties. Filers unable
   to submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T 
   (Section 232.13(b) of this chapter).