PRIME SERVICE INC
15-12B, 1997-07-15
EQUIPMENT RENTAL & LEASING, NEC
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                       FORM 15

CERTIFICATE 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.

                                                


                                 Prime Service, Inc.
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


         16225 Park Ten Place, Suite 200 Houston, Texas 77084; (281) 578-5600
- --------------------------------------------------------------------------------
     (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 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)(l)(i)      / X /
    Rule 12g-4(a)(l)(ii)     /   /     Rule 12h-3(b)(l)(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:
                                Common Stock - 1

         Pursuant to the requirements of the Securities Exchange Act of 1934
Prime Service, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Dated: July 15, 1997                   By: /s/ Brian Fontana
      -------------                       -------------------
                                          Name: Brian Fontana
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

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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