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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 No. 333-14033
VANDERBILT MORTGAGE AND FINANCE, INC.
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(Exact name of registrant as specified in its charter)
500 ALCOA TRAIL
MARYVILLE, TENNESSEE 37804
(423) 380-3000
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
VANDERBILT MORTGAGE AND FINANCE, INC.
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1997D
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(Title of each class of securities covered by this Form)
NONE
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(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: 20.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Vanderbilt Mortgage and Finance, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
Dated: July 29, 1998 By: /s/ David R. Jordan
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Name: David R. Jordan
Title: Vice President and Controller
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.
