GOODMARK FOODS INC
15-12G, 1998-07-31
SAUSAGES & OTHER PREPARED MEAT PRODUCTS
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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.

                                             mmission File Number:  1-13944

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


          One ConAgra Drive, Omaha, Nebraska 68102-5001 (402) 595-4000
         ---------------------------------------------------------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                     Common Stock, par value $.01 per share
         ---------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                       N/A
         ---------------------------------------------------------------
             (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)(i)  /_/
         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: One (1)

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


                                             /s/ J. P. O'DONNELL
Date: July 31, 1998                    By:
                                           J.P. O'Donnell
                                           Vice President and Secretary

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