MINSTAR INC
15-12G, 1994-10-31
SHIP & BOAT BUILDING & REPAIRING
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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 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  1-6290 
                                                                   --------

                                  Minstar, Inc.                            
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      100 South Fifth St., Suite 2400, Minneapolis, MN 55402 (612) 330-7900
     ----------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code of registrants principal executive offices)

           Variable Rate Subordinated Debentures due November 9, 2000      
     ----------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

     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)(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:  None     .
                   --------- 
     Pursuant to the requirements of the Securities Exchange Act of 1934,
     Minstar, Inc. has caused this certification/notice to be signed on its
     behalf by the undersigned duly authorized person.

     Date:    October 28, 1994          By:  /s/ Arlyn J. Lomen            
           -------------------------         ------------------------------
                                      Name:  Arlyn J. Lomen
                                     Title:  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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