DANIEL INDUSTRIES INC
15-15D, 2000-03-30
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                  UNITED STATES
                       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 002-79399

       DANIEL INDUSTRIES, INC. EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   9753 Pine Lake Drive, Houston, Texas 77055
- - --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                    INTERESTS IN THE DANIEL INDUSTRIES, INC.
                   EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
- - --------------------------------------------------------------------------------
            (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)(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:
0
Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934 DANIEL
INDUSTRIES,  INC.  EMPLOYEES'  PROFIT  SHARING AND SAVINGS  PLAN has caused this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.

Date: March 29, 2000                            By:   /s/ Harley M. Smith
      --------------                               -----------------------------
                                                    Harley M. Smith
                                                    Assistant Secretary

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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