LOTUS DEVELOPMENT CORP
15-12G, 1995-07-06
PREPACKAGED SOFTWARE
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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                               FORM 15-12G

          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      0-11626    
                                         ----------------

                       Lotus Development Corporation        
                --------------------------------------------
           (Exact name of registrant as specified in its charter)

                            55 Cambridge Parkway
                       Cambridge, Massachusetts 02142
                               (617) 577-8500        
                       ------------------------------
            (Address, including zip code, and telephone number,
               including area code, of registrant's principal
                             executive offices)

                       Common Stock ($.01 par value)
                      Preferred Share Purchase Rights             
         ---------------------------------------------------------
          (Title of each class of securities covered by this Form)

                                    None     
                               --------------
         (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 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:    1   
                                                 -------


<PAGE>



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


Date:  July 6, 1995                By:   /s/ Thomas M. Lemberg     
                                       --------------------------------------
                                       Name: Thomas M. Lemberg
                                       Title: Vice President and General Counsel





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