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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 1-6981
NATIONAL EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02167
(617) 232-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal offices)
COMMON STOCK, PAR VALUE $.01 PER SHARE
6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2011
(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) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(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 12h-3(b)(1)(i) [X] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or notice date:
Common Stock: 1
6.5% Convertible Subordinated Debentures: 125
Pursuant to the requirements of the Securities Exchange Act of 1934,
National Education Corporation has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
DATE: July 22, 1997 By: /s/ JOHN R. COOK
-------------------------
Name: John R. Cook
Title: Vice President
