ILLUMINET HOLDINGS INC
15-15D, 1998-04-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
 the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
           Section 13 and 15(d) of the Securities Exchange Act of 1934

                       Commissioner File Number: 33-97876

                            Illuminet Holdings, Inc.
             (Exact name of registrant as specified in its charter)

                   4501 Intelco Loop, Lacey, Washington 98503
                            Telephone: (360) 493-6000
  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

          Illuminet Common Stock and Illuminet Series A Preferred Stock
            (Title of each class of securities covered by this Form)

                                      None
  (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)       [  ]     Rule 12h-3(b)(1)(ii)      [  ]
        Rule 12g-4(a)(1)(ii)      [  ]     Rule 12h-3(b)(2)(i)       [  ]
        Rule 12g-4(a)(2)(i)       [  ]     Rule 12h-3(b)(2)(ii)      [  ]
        Rule 12g-4(a)(2)(ii)      [  ]     Rule 15d-6                [X]
        Rule 12g-3(b)(1)(i)       [  ]

         Approximate  number of  holders  of record as of the  certification  or
notice  date:  265  holders  of  Illuminet  Common  Stock (40 of which also hold
Illuminet  Series A  Preferred  Stock),  and 83  holders of  Illuminet  Series A
Preferred Stock (40 of which also hold Illuminet Common Stock)





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



Date: April 8, 1998                    By: /s/ David E. Weiss
                                       Position:  Vice President Finance &
                                                  Secretary/Treasurer


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.



<PAGE>




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