GERBER PRODUCTS CO
15-12G, 1994-09-16
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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                            FORM 15



               SECURITIES AND EXCHANGE COMMISSION
               ----------------------------------

                     Washington, D.C.  20549



          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
                                 l-4007


                     GERBER PRODUCTS COMPANY
                     -----------------------
         (Exact name of Registrant as specified in its charter)

      Michigan                                    38-0558270
      --------                                    ----------
(State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

445 State Street, Fremont, Michigan                  49413
- -----------------------------------                  -----
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  616-928-2000


                      Common Stock ($2.50 par value)
                          Preferred Share Rights
         --------------------------------------------------------
         (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)
<PAGE>
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:
                                     2
                       -------------------

Pursuant to the requirements of the Securities Exchange Act of
1934, Gerber Products Company has caused this certification/
notice to be signed on its behalf by the undersigned duly
authorized person.


Date:  September 15, 1994          By:  /s/ Stephen R. Clark
                                        ------------------------
                                        Stephen R. Clark
                                        Vice President and
                                          General Counsel

<PAGE>


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