TOTAL TEL USA COMMUNICATIONS INC
15-12G, 1999-01-19
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                     FORM 15

                       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: 0-2180

             Exact Name of Registrant as specified in its charter:
                       Total-Tel USA Communications, Inc.

   Address, including zip code, and telephone number, including area code of
                   registrant's principal executive offices:

   Overlook at Great Notch, 150 Clove Road, Box 449, Little Falls, New Jersey
                           07424; Tel. (973) 812-1100

            Title of each class of securities covered by this Form:

                          Common Share Purchase Rights

Titles of all other classes of securites for which a duty to file reports under
                        section 13(a) or 15(d) remains:

                                  Common Stock

      Please  place  an X in the  box(es)  to  designate  the  appropriate  rule
provisions(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    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)   [ ]

      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 (Total
- -Tel USA Communications, Inc.) has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

                                         TOTAL-TEL USA COMMUNICATIONS, INC.


DATE:   January 15, 1999           BY:   /s/ Warren H. Feldman                
                                         -------------------------------------
                                         Warren H. Feldman
                                         Chairman and Chief Executive Officer


                                       



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