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: 0-11927

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of registrant' s principal executive offices)

(Title of each class of securities covered by this Form)

(Title 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 provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i) [ X] Rule 12-h-3(b)(1)(ii) [ ]

Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]

Rule 12g-4(a)(2)(i) [ ] Rule 12-h-3(b)(2)(ii) [ ]

Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]

Rule 12g-3(b)(1)(i) [ ]

Approximate number of holders of record as of January 1, 2000: None

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

Date: January 10, 2000