CORNERSTONE FINANCIAL CORP
15-12G, 1995-12-01
STATE COMMERCIAL BANKS
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<PAGE>   1
                       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:  0-14346


                                 BAYBANKS, INC.
   (A NEW HAMPSHIRE CORPORATION, FORMERLY CORNERSTONE FINANCIAL CORPORATION)
             (Exact name of registrant as specified in its charter)


                 15 EAST BROADWAY, DERRY, NEW HAMPSHIRE  03038
                                 (603) 432-9517
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                           COMMON STOCK, NO PAR VALUE
            (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)    /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 12g-4(a)(2)(ii)   / /          Rule 12h-3(b)(2)(ii)  / /
         Rule 12h-3(b)(1)(i)    /X/          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,
BAYBANKS, INC., A NEW HAMPSHIRE CORPORATION, has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

Date:  December 1, 1995           BAYBANKS, INC.

                                  By: /s/ Joan E. Tonra
                                      -----------------------------------
                                      Joan E. Tonra
                                      Treasurer


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