ASSOCIATED WHOLESALE GROCERS GROUP INC
15-15D, 1996-12-17
GROCERIES, GENERAL LINE
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                                                 FORM 15


                      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                  333-10525 


                 Associated Wholesale Grocers Group, Inc.
- -------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


              5000 Kansas Avenue, Kansas City, Kansas 66106
- --------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
   registrant's principal executive offices)


                           Common Stock
- --------------------------------------------------------------------------------
     (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)   [X]        

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
Associated Wholesale Grocers Group, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.

                                 /s/ Mike DeFabis
DATE:   December 17, 1996  BY:-----------------------------------
                                      Mike DeFabis
                                      President

Instruction: This form is required by Rule 12g-4, 12h-3 and 15d-6 all 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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