SLEEPYS INC
15-12G, 1998-02-13
FURNITURE STORES
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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
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 0-21073

                                  Sleepy's Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                            175 Central Avenue South
                            Bethpage, New York 11714
                                 (516) 844-8800
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                        Common Stock, par value $.01 per share
            --------------------------------------------------------
            (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)         [  ]

                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  Sleepy's  Inc.  has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.



DATE: February 12, 1998                      BY:/s/Joseph Graci
                                                ---------------
                                                   Joseph Graci
                                                   Chief Financial Officer


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