CROWELL & CO INC /GA/
15-12G, 2000-05-12
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                                  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 AND 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 0-7765


                         CROWELL & CO., INC.
   ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  924 STEVENS CREEK ROAD, AUGUSTA, GEORGIA 30907
                                  706-855-1099
   ---------------------------------------------------------------------------
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                           COMMON STOCK, WITHOUT PAR
    -------------------------------------------------------------------------
            (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)   [ ]               Rule 12h-3(b)(1)(ii)  [ ]
     Rule 12g-4(a)(1)(ii)  [X]               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: 466


     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.

Date:  May 11, 2000               By: /s/ Mark L. Gilliam
                                      ------------------------------------------
                                      Mark L. Gilliam, 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. 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.



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