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 333-14913-01
____________
__________________________________________________________________________
ASTOR HOLDINGS II, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________
c/o 101 Columbia Road
Morristown, NJ 07962
(973) 455-2000
(Address, including zip code, and telephone number,including area
code, of registrant's principal executive offices)
____________________________________________________________________________
10 1/2% Series B Senior Subordinated Notes Due 2006
Guarantee of 10 1/2% Series B Senior Subordinated Notes Due 2006
(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 12g-4(a)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [X]
Rule 12h-3(b)(1)(ii) [ ]
quad Rule 12h-3(b)(2)(i) [ ]
Rule 12h-3(b)(2)(i) [ ]
Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
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
ASTOR HOLDINGS II, INC. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
DATE: March 24, 1998 BY: /s/ Anne T. Madden
___________________________
Anne T. Madden
Assistant Secretary
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.
