<PAGE>

    THIS DOCUMENT IS A COPY OF THE FORM 10Q FILED ON OCTOBER 16, 1996     
           PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION 

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10Q


          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


For the 13 weeks ended August 31, 1996           Commission File No. 1-1210


                            CULBRO CORPORATION

            (Exact name of registrant as specified in its charter)


NEW YORK                                                           13-0762310
(state or other jurisdiction of incorporation or                (IRS Employer
organization)                                           Identification Number)

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

Former name, former address and former fiscal year,             Not Applicable
if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
                                            Yes     X           No            
                                               -----------         ------------

Number of shares of Common Stock outstanding at September 30, 1996 - 4,511,593


                                                                  Page 1 of 15
<PAGE>




                                  CULBRO CORPORATION


                                        INDEX



PART I - FINANCIAL INFORMATION                                              PAGE


    Consolidated Statement of Operations and
    Retained Earnings - thirteen weeks ended
    August 31, 1996 and September 2, 1995.....................................3

    Consolidated Statement of Operations and
    Retained Earnings - thirty-nine weeks ended
    August 31, 1996 and September 2, 1995.....................................4

    Consolidated Balance Sheet
    August 31, 1996 and December 2, 1995......................................5

    Consolidated Statement of Cash Flows -
    thirty-nine weeks ended August 31, 1996 
    and September 2, 1995.....................................................6

    Notes to Consolidated Financial Statements..............................7-9

    Management's Discussion and Analysis of
    Financial Condition and Results of Operations.........................10-11
         
PART II - OTHER INFORMATION...............................................12-14


SIGNATURES...................................................................15


                                                                  Page 2 of 15
<PAGE>


                                  CULBRO CORPORATION
              CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
                     (dollars in thousands except per share data)
                                     (unaudited)


<TABLE>
<CAPTION>


                                                                         13 Weeks Ended
                                                                       ------------------  
                                                                    August 31,  September 2,
                                                                         1996           1995
                                                                      --------       --------
<S>                                                                  <C>            <C>
Net sales and other revenue                                          $50,831        $ 43,329
Costs and expenses:
  Cost of goods sold                                                  28,107          24,411
  Selling, general and administrative expenses                        15,503          12,972
                                                                      --------       --------
Operating profit                                                       7,221           5,946
  Loss from equity investment                                           (131)           (200)
  Other nonoperating income, net                                         587             486
  Interest expense, net                                                2,406           2,268
                                                                      --------       --------
  Income before income tax provision                                   5,271           3,964
  Income tax provision                                                 2,144           1,475
                                                                      --------       --------
Income from continuing operations                                      3,127           2,489
                                                                      --------       --------

Discontinued operation:                                    
  Income from operations, net of taxes of $595 in 1995                     -             556
  Provision for loss on sale, net of tax benefit and reversal  
    of excess deferred taxes of $4,316                                (1,311)              -
                                                                      --------       --------
(Loss) income from discontinued operation                             (1,311)            556
                                                                      --------       --------

Net income                                                             1,816           3,045
Retained earnings - beginning of period                              114,987         105,009
                                                                      --------       --------
Retained earnings - end of period                                 $  116,803      $  108,054
                                                                      --------       --------
                                                                      --------       --------

Income per common share from continuing operations                $     0.67      $     0.55
(Loss) income per common share from discontinued operation             (0.28)           0.12
                                                                      --------       --------
Net income per common share                                       $     0.39      $     0.67
                                                                      --------       --------
                                                                      --------       --------

Weighted average common shares and equivalents outstanding         4,678,000       4,538,000
                                                                      --------       --------
                                                                      --------       --------


</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                  Page 3 of 15
<PAGE>


                                  CULBRO CORPORATION
              CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
                     (dollars in thousands except per share data)
                                     (unaudited)


<TABLE>
<CAPTION>

                                                                                  39 Weeks Ended
                                                                            --------------------------- 
                                                                            August 31,       September 2,
                                                                                 1996                1995
                                                                           ----------          ----------
<S>                                                                        <C>                 <C>
Net sales and other revenue                                               $   137,505         $   120,846
Costs and expenses:
  Cost of goods sold                                                           79,113              71,963
  Selling, general and administrative expenses                                 41,952              35,150
                                                                           ----------          ----------
Operating profit                                                               16,440              13,733
  Income (loss) from equity investment                                             26                 (50)
  Other nonoperating income, net                                                1,511                 644
  Gain on insurance settlement                                                      -               2,105
  Interest expense, net                                                         6,950               7,053
                                                                          -----------         -----------
  Income before income tax provision                                           11,027               9,379
  Income tax provision                                                          4,367               3,489
                                                                          -----------         -----------
Income from continuing operations                                               6,660               5,890
                                                                          -----------         -----------

Discontinued operation:
  Income from operations, net of taxes of $527 (1995-$2,216)                      768               2,667
  Provision for loss on sale, net of tax benefit and reversal
   of excess deferred taxes of $4,316                                          (1,311)                  -
                                                                          -----------         -----------
(Loss) income from discontinued operation                                        (543)              2,667
                                                                          -----------         -----------

Net income                                                                      6,117               8,557
Retained earnings - beginning of period                                       110,686              99,497
                                                                          -----------         -----------
Retained earnings - end of period                                         $   116,803         $   108,054
                                                                          -----------         -----------
                                                                          -----------         -----------

Income per common share from continuing operations                        $      1.43         $      1.34
(Loss) income per common share from discontinued operation                      (0.12)               0.61
                                                                          -----------         -----------
Net income per common share                                               $      1.31         $      1.95
                                                                          -----------         -----------
                                                                          -----------         -----------

Weighted average common shares and equivalents outstanding                  4,656,000           4,386,000
                                                                          -----------         -----------
                                                                          -----------         -----------

</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                Page 4 of 15

<PAGE>

                                  CULBRO CORPORATION
                              CONSOLIDATED BALANCE SHEET
                     (dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                                                            August 31,       December 2,
                                                                                 1996               1995
                                                                           ----------         ----------
                                                                          (UNAUDITED)
<S>                                                                        <C>                 <C>

ASSETS
Current Assets
Cash and cash equivalents                                            $     3,190         $     6,523
Receivables, less allowance of $925  (1995 - $803)                        28,845              28,377
Inventories                                                               79,230              63,774
Other current assets                                                       7,011               4,884
                                                                       ---------           ---------
Total current assets                                                     118,276             103,558

Property and equipment, net                                               64,006              61,059

Real estate held for sale or lease, net                                   29,007              29,959
Investment in Series B preferred stock of                            
  The Eli Witt Company                                                    16,883              15,122
Investment in real estate joint ventures                                   7,478               7,964
Other, including investment in Centaur                               
  Communications Limited of $14,418 (1995 - $14,392)                      18,023              18,048

Net assets of discontinued operation                                      36,879              42,396
                                                                       ---------           ---------
Total assets                                                         $   290,552         $   278,106
                                                                       ---------          ----------
                                                                       ---------          ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities                             $    17,611         $    27,363
Long-term debt due within one year                                         8,490               8,988
Income taxes                                                               2,841               2,610
                                                                       ---------          ----------

Total current liabilities                                                 28,942              38,961

Long-term debt                                                            99,398              84,302
Accrued retirement benefits                                               17,045              16,148
Deferred income taxes                                                      3,646               5,622
Other noncurrent liabilities and deferred credits                          8,739               8,098
                                                                       ---------          ----------
Total liabilities                                                        157,770             153,131
                                                                       ---------          ----------

Shareholders' Equity
Common stock, par value $1
  Authorized - 10,000,000 shares, Issued - 4,549,190 shares                4,549               4,549
Capital in excess of par value                                            12,335              13,276
Retained earnings                                                        116,803             110,686
                                                                       ---------          ----------
                                                                         133,687             128,511
Less - Common stock in Treasury, at cost, 37,537 shares
  (1995 - 159,045)                                                          (905)             (3,536)
                                                                       ---------          ----------
Total shareholders' equity                                               132,782             124,975
                                                                       ---------          ----------
Total liabilities and shareholders' equity                            $  290,552         $   278,106
                                                                       ---------          ----------
                                                                       ---------          ----------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                Page 5 of 15


<PAGE>


                                  CULBRO CORPORATION
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                (dollars in thousands)
                                     (unaudited)

<TABLE>
<CAPTION>


                                                                                        39 Weeks Ended
                                                                                      ------------------
                                                                                   August 31,  September 2,
                                                                                         1996          1995
                                                                                     --------       --------
<S>                                                                                  <C>            <C>
OPERATING ACTIVITIES:
Net income                                                                           $   6,117      $   8,557
Adjustments to reconcile net income
  to net cash (used in) provided by operating activities:
    Depreciation and amortization                                                        3,284          3,720
    Loss (income) from discontinued operation, net                                         543         (2,667)
    Gain on insurance settlement                                                             -         (2,105)
    (Income) loss from equity investment                                                   (26)            50
    Discount and interest on subordinated note                                           1,760          1,760
    Accrued dividends and accretion income on
       Series B preferred stock of Eli Witt                                             (1,760)        (1,760)
    Provision for bad debts                                                                228            135
Changes in assets and liabilities:
    Increase in accounts receivable                                                       (696)        (2,885)
    Increase in inventories                                                            (15,456)        (2,429)
    Decrease in real estate held for sale or lease, net                                    952          1,216
    Decrease in accounts payable and accrued liabilities                                (9,752)          (396)
    Increase in income taxes payable                                                     1,865          1,773
    Increase in deferred income taxes                                                    1,024            540
Other, net                                                                                (613)        (2,484)
                                                                                   ------------      ---------
Net cash (used in) provided by operating activities of continuing operations           (12,530)         3,025
Net cash provided by discontinued operation                                                341          4,166
                                                                                   ------------      ---------
Net cash (used in) provided by operating activities                                    (12,189)         7,191
                                                                                   ------------      ---------


INVESTING ACTIVITIES:
Additions to property and equipment                                                     (6,809)        (2,916)
Investment in Eli Witt subordinated note                                                     -         (5,000)
Proceeds from insurance settlement                                                           -          2,225
                                                                                   ------------      ---------
Net cash used in investing activities                                                   (6,809)        (5,691)
                                                                                   ------------      ---------


FINANCING ACTIVITIES:
Increase in debt                                                                        21,516          5,000
Proceeds from exercise of stock options                                                  1,688            953
Payments of debt                                                                        (7,539)       (12,222)
                                                                                   ------------      ---------
Net cash provided by (used in) financing activities                                     15,665         (6,269)
                                                                                   ------------      ---------

Net decrease in cash and cash equivalents                                               (3,333)        (4,769)

Cash and cash equivalents at beginning of period                                         6,523          6,938
                                                                                   ------------      ---------
Cash and cash equivalents at end of period                                            $  3,190      $   2,169
                                                                                   ------------      ---------
                                                                                   ------------      ---------

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                Page 6 of 15


<PAGE>


                                  CULBRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (dollars in thousands except per share data)
                                     (unaudited)

1.       The unaudited financial statements of Culbro Corporation (the
    "Corporation") included in this report have been prepared in conformity
    with the standards of accounting measurement set forth in Accounting
    Principles Board Opinion No. 28 and any amendments thereto adopted by the
    Financial Accounting Standards Board.  Also, the financial statements have
    been prepared in accordance with the accounting policies stated in the
    Corporation's 1995 Annual Report to Shareholders included in Form 10K, and
    should be read in conjunction with the Notes to Consolidated Financial
    Statements appearing in that report.  All adjustments which are, in the
    opinion of management, necessary for a fair presentation of results for the
    interim periods have been reflected.
         The results of operations for the third quarter and nine-month period
    ended August 31, 1996 are not  necessarily indicative of the results to be
    expected for the full year.
              
2.       On June 5, 1996, the Corporation and its banks entered into an $85
    million Second Amended and Restated Credit Agreement ("1996 Credit
    Agreement") which replaced the existing Credit Agreement that was scheduled
    to terminate in March 1997.  The 1996 Credit Agreement provides the
    Corporation with a revolving credit line up to $65 million for general
    working capital purposes and $20 million for the repayment of the
    Corporation's Senior Notes, of which $7 million was used for the Senior
    Note payment made in the third quarter.  The 1996 Credit Agreement has an
    interest rate of LIBOR plus a margin of 1 1/4%, and in lieu of compensating
    balance requirements, the Corporation pays a commitment fee of  3/8 of 1%
    per annum on the unused available balance.  The 1996 Credit Agreement
    terminates in May 1999 and includes limitations on indebtedness, capital
    expenditures, investments, dividends and significant transactions (as
    defined).

3.       The Corporation had previously announced its intent to sell its
    labeling and packaging systems business, CMS Gilbreth Packaging Systems,
    Inc. ("CMS Gilbreth"), because that business no longer meets the
    Corporation's strategic direction.  The Corporation signed a definitive
    agreement for the sale of CMS Gilbreth and expects the transaction to be 
    completed in the fourth quarter.  The Corporation has estimated a pretax
    loss on the sale of CMS Gilbreth of approximately $5.6 million, which is
    net of expenses of sale and operating profit of approximately $0.7 million
    projected to be earned during the phase-out period.  The Corporation 
    previously anticipated that it would realize a slight gain on sale, however
    the lower than expected earnings of CMS Gilbreth resulted in a lower sales
    price for the business.
         CMS Gilbreth is reported as a discontinued operation in the
    accompanying financial statements.  Accordingly, the Corporation's results
    of continuing operations do not include CMS Gilbreth.  Financial statements
    of the prior periods have been restated to reflect the current
    presentation.  Net sales and other revenue of CMS Gilbreth in the 1996
    third quarter and nine month period were $11,039 and $34,477 respectively,
    and $11,958 and $39,490, respectively, in the 1995 third quarter and nine
    month period.
         Net assets of CMS Gilbreth include the following:

                                                           Aug. 31,   Dec. 2,
                                                               1996      1995
                                                           --------  --------
              Current assets                               $ 15,293  $ 13,839
              Property and equipment, net                    12,991    14,147
              Intangible assets, net                         17,600    18,271
              Other assets                                    1,412     1,143
                                                           --------  --------
              Total assets                                   47,296    47,400
              Current liabilities, including estimated
                   provision for loss on sale                10,417     5,004
                                                           --------  --------
                                                           $ 36,879  $ 42,396
                                                           --------  --------
                                                           --------  --------

                                                                Page 7 of 15

<PAGE>


4.        In the nine-month period ended August 31, 1996, options to purchase
     124,286 shares under the Corporation's stock option plans were exercised at
     prices ranging from $4.00 to $27.00 per share, generating proceeds of 
     $1,688. The changes in Capital in Excess of Par Value and Common Stock in
     Treasury reflect the exercise of those stock options.


5.   Supplemental Financial Statement Information

     Investments in Real Estate Joint Ventures
          Included in the 1996 third quarter and nine month operating profit is
     a pretax charge of approximately $0.4 million for a loss on sale of all the
     operating properties by a joint venture in which the Corporation had a 30%
     equity ownership.  The transaction was completed subsequent to the end of
     the third quarter.

     Gain on Insurance Settlement
          The 1995 nine-month period included a gain from the settlement of the
     property insurance claim related to a fire in 1994 at an administration and
     warehouse facility owned and operated by the Corporation's subsidiary,
     General Cigar Co., Inc. ("General Cigar").  The gain reflected proceeds of
     $2,225 less the writeoff of the destroyed building.  A remaining insurance
     claim related to the fire is still pending.



     Inventories
               Inventories consist of:
                                                  Aug. 31,   Dec. 2,
                                                      1996      1995
                                                   -------   -------
               Raw materials and supplies         $ 43,972  $ 31,163 
               Work-in-process                      18,967    14,236 
               Finished goods                       16,291    18,375
                                                   -------   ------- 
                                                  $ 79,230  $ 63,774
                                                   -------   -------
                                                   -------   -------  
     

     Property and Equipment
               Property and equipment consist of:

                                                 Aug. 31,     Dec. 2,
                                                     1996       1995
                                                   -------   -------
               Land                               $10,198   $ 10,516 
               Buildings                           60,407     58,504 
               Machinery and equipment             44,000     39,730 
               Accumulated depreciation           (50,599)   (47,691)
                                                   -------   -------
                                                  $64,006   $ 61,059
                                                   -------   -------
                                                   -------   -------

                                                                 Page 8 of 15

<PAGE>

     Results from Equity Investments
          The Corporation's income from equity investments in the 1996 and 1995
     nine month periods reflects the results of Centaur Communications Limited,
     the publishing business in the United Kingdom, in which the Corporation
     owns an equity interest of approximately 25%.  In 1995 and in the 1996 nine
     month period, the Corporation did not recognize any results from its
     investment in The Eli Witt Company ("Eli Witt"), because of the
     Corporation's negative basis in its common equity investment in Eli Witt. 
     The Corporation will not recognize the results of Eli Witt until the
     negative basis in its common equity investment in Eli Witt is eliminated.
          Summarized operating results of Eli Witt are as follows:


                                                   39 Weeks Ended
                                                   --------------
                                                  Aug. 31,  Sept. 2,
                                                      1996     1995
                                                 ---------  -------

     Net sales and other revenue                $ 844,045  $1,153,895
     Operating loss                                (5,307)     (5,003)
     (Loss) gain on disposition of divisions         (917)      1,400 
     Net loss                                     (12,432)     (9,930)
     Net loss applicable to common stockholders   (14,844)    (12,676)


                                                                 Page 9 of 15

<PAGE>

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     The Corporation's use of cash in continuing operating activities, as 
compared to cash generated from operating activities last year, principally 
reflects an increase in inventories and a decrease in accounts payable and 
accrued liabilities in 1996.  The higher inventories primarily include 
purchases of tobacco by General Cigar primarily to meet an anticipated 
increase in production of its premium cigars.  The decrease in accounts 
payable and accrued liabilities principally reflects incentive compensation 
and other items that were accrued at year end 1995 and paid in 1996.  Lower 
cash provided by the Corporation's discontinued operation, CMS Gilbreth, 
reflects lower profit in that business.
     Additions to property and equipment include principally facility 
expansion and equipment purchases to increase production capacity at General 
Cigar and leasehold improvements and equipment purchases for Club Macanudo, 
Inc., ("Club Macanudo"), the Corporation's cigar bar that opened on May 1, 
1996 in New York City.  Cash provided by financing activities reflects an 
increase in the amount outstanding under the Corporation's revolving credit 
facility and proceeds from the exercise of stock options.  The cash from 
these sources was used in the Corporation's operating activities, to finance 
capital expenditures, and for the repayment of debt, principally the $7 
million scheduled payment of the Corporation's Senior Notes that was made in 
the third quarter.
     On June 5, 1996, the Corporation and its banks extended its existing
revolving credit agreement through 1999 by entering into an $85 million Second
Amended and Restated Credit Agreement ("1996 Credit Agreement").  The 1996
Credit Agreement provides the Corporation with a credit line of $65 million for
general working capital purposes and a $20 million credit line for repayment of
the Senior Notes, of which $7 million was used for the Senior Notes payment. The
1996 Credit Agreement has an interest rate of LIBOR plus a margin of 1 1/4%, and
includes limitations on indebtedness, capital expenditures, investments,
dividends and significant transactions (as defined).
     The Corporation, which previously announced its intention to sell CMS 
Gilbreth, its labeling and packaging systems business, because that business 
no longer meets the Corporation's strategic focus, signed a definitive 
agreement to sell CMS Gilbreth.  Net proceeds from the sale, after expenses, 
are projected to be approximately $37 million and will be used to reduce 
debt.  The sale of CMS Gilbreth is expected to be completed in the fourth 
quarter.
     Subsequent to the end of the third quarter, a real estate joint venture in
which the Corporation's Connecticut real estate business, Culbro Land Resources
("CLR"), owned a 30% equity interest sold all its operating properties.  The
sale generated proceeds to the Corporation of approximately $4.0 million which
were used reduce debt.
     Management expects that the Corporation's liquidity and cash flow from
operations will be sufficient to meet its planned capital expenditure
requirements and its maturing debt obligations.


                                                                 Page 10 of 15

<PAGE>

RESULTS OF OPERATIONS
     
     Income from continuing operations increased in the 1996 third quarter 
and nine month period versus the comparable periods of last year, due 
principally to higher operating profit at General Cigar, which had a 16% 
increase in operating profit in the 1996 third quarter compared to last year 
and a 29% profit increase over last year for the nine month period.  The 
higher operating profit of General Cigar was principally due to higher cigar 
sales, which increased by approximately 19% in both the 1996 third quarter 
and the nine month period over the comparable periods last year.  The higher 
cigar sales reflected both increased volume and prices, despite a continuing 
a shortage of tobacco. Backorders for General Cigar's leading premium brands, 
Macanudo and Partagas, continue to exceed current production capabilities.
     Overall operating profit from the Corporation's other businesses was
slightly lower in the 1996 third quarter and nine month periods as compared to
last year.  In the nursery products business, Imperial Nurseries, Inc.
("Imperial"), third quarter profit was higher than last year due principally to
higher sales.  In the nine month period, lower operating profit at Imperial
reflected higher expenses and lower margins, which more than offset increased
sales revenue.  
     In the Corporation's Connecticut real estate business, third quarter and 
nine month results declined from last year due principally to a provision for 
a loss from the sale of properties by a joint venture of which CLR owned a 
30% equity interest.  The transaction was completed subsequent to the end of 
the third quarter and generated proceeds of approximately $4.0 million. In 
the Corporation's New York City office building, operating profit increased 
due to higher rental income.
     The Corporation's net income for the 1996 third quarter and nine month
period was lower than the comparable periods of last year due to the estimated
provision for loss on sale of CMS Gilbreth that was recorded in the 1996 third
quarter and lower results from CMS Gilbreth's operations.  


                                                            Page 11 of 15

<PAGE>

PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS

          On Friday, October 11, 1996 the Corporation was notified by the
     Connecticut of U.S. Attorney's office that its investigation, previously
     reported in Item 3 of the Corporation's Form 10-K for 1995, had been
     terminated and that no action was being taken against General Cigar or
     the Corporation or any individual.
          As reported in the Form 10-K, General Cigar had been served with a
     Grand Jury subpoena in Connecticut through which the United States
     Attorney's office was seeking any documents relevant to many of the charges
     contained in a lawsuit filed by a former employee. The Form 10-K reported
     that a former employee of General Cigar filed suit in the Judicial District
     of Hartford New Britain (a Connecticut state court) against General Cigar
     and its president, alleging wrongful constructive termination and a variety
     of other claims of illegal activities by General Cigar, including payments
     to officials of foreign governments, pricing practices and election
     campaign contribution violations. This investigation has been terminated.
          The alleged improper campaign contributions described in the Form 10-K
     remain the subject of negotiations with the staff of the Federal Election
     Commission directed toward a  conciliation agreement.
          The lawsuit by the former employee in Connecticut remains in its
     preliminary stages and his criminal trial in Alabama for the allegations
     described in the Form 10-K is scheduled to begin October 15, 1996.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 11: Statement re computation of earnings per share
          (dollars in thousands excepts per share data)

<TABLE>
<CAPTION>


PRIMARY                                                                   13 WEEKS ENDED      
                                                                 ------------------------------
                                                                     Aug. 31,          Sept. 2,
                                                                        1996               1995
                                                                  ----------          ---------
<S>                                                              <C>                 <C>
Income from continuing operations                                $     3,127         $    2,489
(Loss) income from discontinued operation, net of tax                 (1,311)               556
                                                                  ----------          ---------
Net income                                                       $     1,816         $    3,045
                                                                  ----------          ---------
                                                                  ----------          ---------

Weighted average common shares outstanding                         4,512,000          4,357,000

Net effect of dilutive stock options based on the 
  treasury stock method using average market price                   166,000            181,000
                                                                  ----------          ---------

Total                                                              4,678,000          4,538,000
                                                                  ----------          ---------
                                                                  ----------          ---------

Income per common share from continuing operations               $      0.67         $     0.55
(Loss) income per common share from discontinued operation            ( 0.28)              0.12
                                                                  ----------          ---------
Net income per common share                                      $      0.39         $     0.67
                                                                  ----------          ---------
                                                                  ----------          ---------
</TABLE>

                                                            Page 12 of 15


<PAGE>

<TABLE>
<CAPTION>

FULLY DILUTED
                                                                            13 WEEKS ENDED      
                                                                       --------------------------
                                                                      Aug. 31,           Sept. 2,
                                                                          1996               1995
                                                                  ------------        -----------
<S>                                                              <C>                 <C>
Income from continuing operations                                $       3,127       $      2,489
(Loss) income from discontinued operation, net of tax                   (1,311)               556
                                                                  ------------        -----------
Net income                                                       $       1,816       $      3,045
                                                                  ------------        -----------
                                                                  ------------        -----------

Weighted average common shares outstanding                           4,512,000          4,357,000

Net effect of dilutive stock options based on the 
  treasury stock method using the higher of 
  average/ending market price                                          170,000            202,000
                                                                  ------------        -----------        
Total                                                                4,682,000          4,559,000
                                                                  ------------        -----------
                                                                  ------------        -----------

Income per common share from continuing operations               $        0.67       $       0.55
(Loss) income per common share from discontinued operation               (0.28)              0.12
                                                                  ------------        -----------
Net income per common share                                      $        0.39       $       0.67
                                                                  ------------        -----------
                                                                  ------------        -----------

<CAPTION>

PRIMARY                                                          
                                                                           39 WEEKS ENDED      
                                                                      --------------------------
                                                                      Aug. 31,           Sept. 2,
                                                                          1996               1995
                                                                  ------------        -----------
<S>                                                              <C>                 <C>
Income from continuing operations                                $       6,660       $      5,890
(Loss) income from discontinued operation, net of tax                     (543)             2,667
                                                                  ------------        -----------
Net income                                                       $       6,117       $      8,557
                                                                  ------------        -----------
                                                                  ------------        -----------

Weighted average common shares and equivalents 
  outstanding:
  1st quarter                                                        4,622,000          4,308,000
  2nd quarter                                                        4,669,000          4,312,000
  3rd quarter                                                        4,678,000          4,538,000
                                                                   ------------       -----------
                                                                    13,969,000         13,158,000
  divided by:                                                                3                  3
                                                                   ------------       -----------
Total                                                                4,656,000          4,386,000
                                                                   ------------       -----------
                                                                   ------------       -----------

Income per common share from continuing operations               $        1.43       $       1.34
(Loss) income per common share from discontinued operation               (0.12)              0.61
                                                                   -----------        -----------
Net income per common share                                      $        1.31       $       1.95
                                                                   -----------        -----------
                                                                   -----------        -----------

</TABLE>

                                                                 Page 13 of 15

<PAGE>

<TABLE>
<CAPTION>


FULLY DILUTED                                                                   39 WEEKS ENDED      
                                                                      -------------------------------
                                                                            Aug. 31,          Sept. 2,
                                                                                1996              1995
                                                                       -------------       -----------
<S>                                                                   <C>                 <C>
Income from continuing operations                                     $        6,660      $      5,890
(Loss) income from discontinued operation, net of tax                           (543)            2,667
                                                                       -------------       -----------
Net income                                                            $        6,117      $      8,557
                                                                       -------------       -----------
                                                                       -------------       -----------
Weighted average common shares and equivalents
  outstanding:
  1st quarter                                                              4,646,000         4,308,000
  2nd quarter                                                              4,669,000         4,312,000
  3rd quarter                                                              4,682,000         4,559,000
                                                                       -------------       -----------                            
                                                                          13,997,000        13,179,000
  divided by:                                                                      3                 3
                                                                       -------------       -----------
Total                                                                      4,666,000         4,393,000
                                                                       -------------       -----------
                                                                       -------------       -----------

Income per common share from continuing operations                    $         1.43      $       1.34
(Loss) income per common share from discontinued operation                     (0.12)             0.61
                                                                       -------------       -----------
Net income per common share                                           $         1.31      $       1.95
                                                                       -------------       -----------
                                                                       -------------       -----------

</TABLE>


(b) Reports on Form 8-K

    The Corporation filed Form 8-K on August 29, 1996 to announce the holding
of preliminary discussions by the Corporation and its General Cigar subsidiary
with privately held Villazon & Company, Inc. ("Villazon") which could lead to
the acquisition of Villazon by the Corporation.


                                                           Page 14 of 15

<PAGE>


                                      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 thereunto duly authorized.







                                                     CULBRO CORPORATION




                                             /s/ Jay M. Green
DATE: October 15, 1996                      -----------------------------------
                                                                  Jay M. Green
                                                      Executive Vice President
                                         Chief Financial Officer and Treasurer



                                             /s/ Joseph Aird
DATE: October 15, 1996                      ----------------------------------
                                                                   Joseph Aird
                                            Senior Vice President - Controller


                                                                Page 15 OF 15