MAKER COMMUNICATIONS INC
15-12G, 2000-03-10
SEMICONDUCTORS & RELATED DEVICES
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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

                           Maker Communications, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                        <C>                                          <C>
         Delaware                                                                           04-3276285
         ---------                          --------------------------                      ----------
(State or other Jurisdiction of             (Commission File Number)                    (IRS Employer
incorporation or organization)                                                          Identification Number)

</TABLE>




            8 Technology Drive, Westborough, Massachusetts 01581-1756
            ---------------------------------------------------------
                    (Address of principal executive offices)


                                 (508) 621-0622
                                 --------------
              (Registrant's telephone number, including area code)


                          Common Stock, par value $0.01
                        per share (Title of each class of
                        securities covered by this form)

                                       N/A

                   (Titles of all other classes of securities
                     for which a duty to file reports under
                         Section 13(a) or 15(d) remains)

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:
<TABLE>
<S>                              <C>                                <C>

[X] Rule 12g-4(a)(1)(i)          [ ] Rule 12g-4(a)(2)(ii)           [ ] Rule 12h-3(b)(2)(i)
[ ] Rule 12g-4(a)(1)(ii)         [X] Rule 12h-3(b)(1)(i)            [ ] Rule 12h-3(b)(2)(ii)
[ ] Rule 12g-4(a)(2)(i)          [ ] Rule 12h-3(b)(1)(ii)           [ ] Rule 15d-6
</TABLE>



Approximate  number of holders of record as of the certification or notice date:
Common Stock: 1



<PAGE>



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Maker  Communications,  Inc.  has duly  caused this  Certification/Notice  to be
signed on its behalf by the undersigned duly authorized person.

                                    MAKER COMMUNICATIONS, INC.


March 10, 2000                      /s/William N. Giudice
                                    Name:  William N. Giudice
                                    Title: Chairman of the Board of Directors,
                                           President and Chief Executive
                                           Officer




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