VANDERBILT MORT & FIN INC MAN HO CO SE SU PA TH CE SE 1994-A
15-15D, 1996-07-03
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                SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.

                             FORM 15

Certificate 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  33-80304

             Vanderbilt Mortgage and Finance, Inc.
     (Exact name of registrant as specified in its charter)

                      4726 Airport Highway
                  Louisville, Tennessee 37777
                         (423) 970-7200
(Address, including zip code, and telephone number, including area code,
          of registrant's principal executive offices)

                 Manufactured Housing Contract
   Senior/Subordinate Pass-Through Certificates, Series 1994A
    (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 12h-3(b)(1)(i)      [ ]

Approximate number of holders of record as of the certification or notice
date: 40


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

Date: July 2, 1996                           By: /s/ David Jordan
                                                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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