CURTICE BURNS FOODS INC
15-12G, 1994-11-04
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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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   1-7605
                                                                         ______
                    CURTICE-BURNS FOODS, INC.
______________________________________________________________________________
     (Exact name of registrant as specified in its charter)

90 LINDEN PLACE, P.O. BOX 681, ROCHESTER, NY  14603  (718) 383-1850
______________________________________________________________________________
  (Address, including zip code, and telephone number, including
     area code, of registrant's principal executive offices)

         CLASS A COMMON STOCK, PAR VALUE $.99 PER SHARE
______________________________________________________________________________
    (Title of each class of securities covered by this Form)


______________________________________________________________________________
   (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)   [X]
     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,
Curtice-Burns Foods, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.


DATE:  November 3, 1994           BY: /s/ Roy A. Myers                        
       ________________           ____________________
                                   Name:  Roy A. Myers
                                   Title:  Chief Executive Officer




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