MEM CO INC
15-12G, 1996-12-19
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                        UNITED STATES              OMB APPROVAL
             SECURITIES AND EXCHANGE COMMISSION    ----------------------------
                    Washington, D.C. 20549         OMB Number:   3235-0167
                                                   Expires: November 30, 1995
                                                   Estimated Average Burden
                                                   hours per response . . . 1.50
                          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 SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                   Commission File Number 1-5292
                                                          ---------------------


                            MEM COMPANY, INC.
- -------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

     UNION STREET EXTENSION, NORTHVALE, NEW JERSEY 07647, (201)-767-0100
- -------------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code,
              of registrant's principal executive offices)

                    COMMON STOCK, PAR VALUE $0.05 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 
provisions(s) relied upon to terminate or suspend the duty to file reports.

        Rule 12g-4(a)(1)(i)     /X/             Rule 12h-3(b)(1)(i)     /X/
        Rule 12g-4(a)(1)(ii)    / /             Rule 12h-3(b)(1)(ii)    / /
        Rule 12g-4(a)(2)(i)     / /             Rule 12h-3(b)(2)(i)     / /
        Rule 12g-4(a)(2)(ii)    / /             Rule 12h-3(b)(2)(ii)    / /
                                                Rule 15d-6

     Approximate number of holders of record as of the certification or 
notice date: One
            --------------------------------

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

Date:  December 19, 1996                By:  /s/ John R. Jackson
     ---------------------------------      ---------------------------------
                                            John R. Jackson
                                            Vice President

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, as 
amended. 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 office 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.




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