SOUTHERN PACIFIC FUNDING CORP
15-12G/A, 1999-08-19
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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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 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 001-11785

                     SOUTHERN PACIFIC FUNDING CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         ONE CENTERPOINTE DRIVE, SUITE 551, LAKE OSWEGO, OR 503-684-6316

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

            COMMON STOCK, NO PAR VALUE CONVERTIBLE SUBORDINATED NOTES
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)



- --------------------------------------------------------------------------------
(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 certification or
notice date:   1

Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

Date:  August 13, 1999           By: /s/ Jay F. Strauss, 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.



               POTENTIAL  PERSONS  WHO  ARE  TO  RESPOND  TO THE  COLLECTION  OF
               INFORMATION  CONTAINED  IN THIS FORM ARE NOT  REQUIRED TO RESPOND
               UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 2069 (3-99)



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