MNB BANCORP
15-15D, 1998-09-14
NATIONAL 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     333-46427


                                 MNB Bancorp
           (Exact name of registrant as specified in its charter)

           300 East Main Street, Milford, MA 01757 (508) 634-4100
   (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                        Common Stock, $1.00 Par Value
          (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 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               [  ]
       Rule 12h-3(b)(1)(i)     [ X ]

Appropriate number of holders of record as of the certification or notice 
date:    121

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

DATE:    July 20, 1998                 BY:    /s/ Robert J. Lewis
                                           Robert J. Lewis, President

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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