FAVORITE BRANDS INTERNATIONAL INC
15-15D, 2000-07-21
SUGAR & CONFECTIONERY PRODUCTS
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                                                     ---------------------
                                                    |    OMB APPROVAL     |
                                                    |---------------------|
                                                    |OMB NUMBER: 3235-0167|
                    UNITED STATES                   |EXPIRES:             |
         SECURITIES AND EXCHANGE COMMISSION         |   SEPTEMBER 30, 1998|
               Washington, D.C.  20549              |ESTIMATED AVERAGE    |
                                                    |BURDEN HOURS         |
                       FORM 15                      |PER RESPONSE ...1.50 |
                                                    |---------------------|


     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: 333-67221


                     Favorite Brands International Inc.
  -----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


                         1187 Wilmette Avenue, #121
                          Wilmette, Illinois 60091
                               (847) 251-4612
  -----------------------------------------------------------------------
            (Address, including zip code, and telephone number,
      including area code of registrant's principal executive offices)


                       10 3/4% Senior Notes due 2006
  -----------------------------------------------------------------------
          (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)


------------------------------------------------------------------------------
         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)(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             (X)

         Approximate number of holders of record as of the certification or
  notice date: 0

         Pursuant to the requirements of the Securities Exchange Act of
  1934 (Name of registrant as specified in charter) Favorite Brands
  International Inc. has caused this certification/notice to be signed on
  its behalf by the undersigned duly authorized person.


  Date:                                   By:
       Hobart S. Truesdell, 7/19/00           PLAN ADMINISTRATOR


  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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