PRIME BANCSHARES INC /TX/
15-12G, 2000-02-16
STATE COMMERCIAL BANKS
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                      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    000-23113
                                                                   ---------

                            PRIME BANCSHARES, INC.
    ----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                            12200 Northwest Freeway
                             Houston, Texas 77092
                                (713) 209-6000
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                    common stock, par value $0.25 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)(i)   [ ]
Rule 12g-4(a)(1)(ii)   [ ]                    Rule 12h-3(b)(1)(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:  1
        ---

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

Date:  February 16, 2000                  By:  PRIME BANCSHARES, INC.:



                                          By:  /s/ Laurel A. Holschuh
                                               ------------------------
                                               Laurel A. Holschuh
                                               Executive Vice President


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