RED BRICK SYSTEMS INC
15-12G, 1998-12-31
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


                                            Commission File Number      0-27310
                                                                     -----------


                             RED BRICK SYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                 485 Alberto Way
                               Los Gatos, CA 95032
                                 (408) 399-3200
- --------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive offices)


                   Common Stock, $0.0001 par value per share;
                         Preferred Share Purchase Rights
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


                                 Not Applicable
- --------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                       under section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(1)(i)   /X/                   Rule 12h-3(b)(1)(i)   / /
       Rule 12g-4(a)(1)(ii)  / /                   Rule 12h-3(b)(1)(ii)  / /
       Rule 12g-4(a)(2)(i)   / /                   Rule 12h-3(b)(2)(i)   / /
       Rule 12g-4(a)(2)(ii)  / /                   Rule 12h-3(b)(2)(ii)  / /
                                                   Rule 15d-6            / /

     Approximate number of holders of record as of the certificate or notice
date: One (1)
     ------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, Red
Brick Systems, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date: December 31, 1998  By:                /s/ GARY LLOYD
      -----------------     ---------------------------------------------------
                            Gary Lloyd, Vice President, Legal, General Counsel
                            and Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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