MCFARLAND ENERGY INC
15-12G, 1997-07-29
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                       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 0-8232

                             MCFARLAND ENERGY, INC.
             (Exact name of registrant as specified in its charter)

                           10425 SOUTH PAINTER AVENUE
                       SANTA FE SPRINGS, CALIFORNIA 90670
                                 (562) 944-0181
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
            (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)       [ ]

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

DATE:  July 28, 1997                    By: /s/ J. C. McFarland           
                                            ------------------------------------
                                            J. C. McFarland
                                            Chairman and Chief Executive Officer


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