CARLETON CORP
15-12G, 2000-02-02
COMPUTER COMMUNICATIONS EQUIPMENT
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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 0-12378

                             CARLETON CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                             10729 Bren Road East
                          Minnetonka, Minnesota 55343
                                (612) 238-4000
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                 Common Stock
- --------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None
- --------------------------------------------------------------------------------
(Title 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 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)  [X]

     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, Carleton
Corporation has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.


DATE: February 1, 2000                  By:  /s/ Daniel Cooperman
     ----------------------                ---------------------------
                                           Daniel Cooperman
                                           Chief Executive Officer





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