ASSOCIATED WHOLESALE GROCERS GROUP INC
15-12B, 1997-03-04
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               333-18257

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

                  5000 Kansas Avenue, Kansas City, Kansas 66106
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          (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)     [  ]         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                [X]
     Rule 12h-3(b)(1)(i)     [  ]

     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.


DATE:   February 24, 1997                    BY: /s/ Mike DeFabis
                                             --------------------------------
                                             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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