<PAGE> 1
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 No. 2-14850
---------------
Devon Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
281 Tresser Boulevard, Stamford, CT 06901-3227 (203) 964-1444
- --------------------------------------------------------------------------------
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of each class of securities covered by this Form)
- --------------------------------------------------------------------------------
(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) / /
Approximate number of holders of record as of the certification or
notice date: One (1)
--------------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
(Name of registrant as specified in charter) has caused this certification/
notice to be signed on its behalf by the undersigned duly authorized person.
Dated: May 27, 1998 By: Robert Frasco
----------------- ---------------------------------
Name: Robert Frasco
Title: Vice President, Secretary and
General Counsel
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.
