ELDER CORP
15-12G, 1996-06-24
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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_______________


                   MICOM COMMUNICATIONS CORP.
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

      4100 Los Angeles Avenue, Simi Valley, CA  93063-3397
- -----------------------------------------------------------------
  (Address, including zip code, and telephone number, including
     area code, of registrant's principal executive offices)

           Common Stock, Par Value $.0000001 Per Share
- -----------------------------------------------------------------
    (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)   [ X ]
     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:     One
                               ----------------------------------

     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:  June 24, 1996       By: Cleary, Gottlieb, Steen & Hamilton
     -----------------        -----------------------------------
                           By: Jeffrey Karpf
                              -----------------------------------

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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