CARDIOTHORACIC SYSTEMS INC
15-12G, 1999-11-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                    FORM 15
[Adopted in Release No. 34-20784 ((P) 83,508), March 22, 1984, effective March
                           30, 1984, 49 F.R. 12688.]

                      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 Sections 13 and 15(d) of
                                the Securities
                             Exchange Act of 1934.

                                 Commission File Number       0-27880
                                                       ------------------------

                         CardioThoracic Systems, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                           10600 North Tantau Avenue
                          Cupertino, California 95014
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                        Common Stock, $0.001 par value
- -------------------------------------------------------------------------------
           (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)           [ X ]          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                  [   ]
Rule 12h-3(b)(1)(i)           [ X ]

     Approximate number of holders of record as of the certification or notice
date:

                                   1
- --------------------------------------------------------------------------------

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

DATE:    November 15, 1999                  BY:      /s/ Steven M. Van Dick
     --------------------------------------    ---------------------------------

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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