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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
         SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                                               COMMISSION FILE NO. 333-04415

                           CARIBBEAN CIGAR COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



            Florida                                     65-0613303
(State of Incorporation or organization)   (I.R.S. Employer Identification No.)


        6265 S.W. Eighth Street, Miami, FL                       33144
     (Address of principal executive offices)                  (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

                                     None

Securities to be registered pursuant to Section 12(g) of the Act:

                   Common Stock, par value $.001 per share
                               (Title of class)

                  Redeemable Common Stock Purchase Warrants
                               (Title of class)

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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        The description of the Common Stock and the Redeemable Common Stock
Purchase Warrants of Registrant set forth under the caption "Description of
Securities" in Registrant's Registration Statement on Form SB-2 (File No.
333-04415) as originally filed or as subsequently amended (the "Registration
Statement"), which Registration Statement was filed on May 23, 1996, and
amended by Amendment No. 1 to the Registration Statement, which was filed on
July 10, 1996, and in the Prospectus included in said Registration Statement,
is hereby incorporated by reference in response to this item.

ITEM 2. EXHIBITS

        1.      Form of Common Stock Certificate (1)

        2.      Form of Redeemable Common Stock Purchase Warrant. (1)

        3.      Amended and Restated Articles of Incorporation of the
                Registrant (1)

        4.      By-Laws of the Registrant (1)







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        (1)     Included as an exhibit to Registration Statement on Form SB-2,
File No. 333-04415, and incorporated herein by reference.

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                                  SIGNATURE

        Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

July 24, 1996                                  CARIBBEAN CIGAR COMPANY

                                               By: /s/ Kevin Doyle
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                                                   Kevin Doyle
                                                   President