CROSS CONTINENT AUTO RETAILERS INC M&L
15-12B, 1999-03-31
AUTO DEALERS & GASOLINE STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM 15 

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(b) 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  001-11881
                                               -------------
                                       
                      Cross-Continent Auto Retailers, Inc.
                 ----------------------------------------------
             (Exact name of registrant as specified in its charter)

       1201 South Taylor Street, Amarillo, TX  79101, (806) 374-8653
    ----------------------------------------------------------------------
      (Address, including zip code, and telephone number, including area 
               code, of registrant's principal executive offices)

                      Common Stock, $.01 Par Value 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, 
Cross-Continent Auto Retailers, Inc. has caused this certification/notice to 
be signed on its behalf by the undersigned duly authorized person.

Date:  March 30, 1999                  By: /s/ John W. Gaines
       --------------                     -------------------
                                          Cross-Continent Auto Retailers, Inc.

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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