SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15-12G
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 0-10506
Big B, Inc.
(Exact name of registrant as specified in its charter)
2600 Morgan Road
Bessemer, AL 35023
(205) 424-3421
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
6-1/2% Convertible Subordinated
Debentures Due March 15, 2003
(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 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: 13
<PAGE>
Pursuant to the requirements of the Securities Exchange
Act of 1934, Big B, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized
person.
Date: December 24, 1996 By: /s/ Jack A. Staph
--------------------
Name: Jack A. Staph
Title: Vice President
and Secretary
