NEOLENS INC
15-12G, 1996-09-18
OPHTHALMIC GOODS
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               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 of File Reports under Section 13
        and 15(d) of the Securities Exchange Act of 1934
                                
                                   Commission File Number:
                                                           ------
                                   
                          Neolens, Inc.
               ----------------------------------
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                     18963 N.E. Fourth Court
                      Miami, Florida 33179
                         (305) 651-0003
                ---------------------------------
  (Address, including zip code and telephone number, including
     area code, of registrant's principal executive offices)
                                
                                
                Common Stock, par value $.001 per
                              share
                ---------------------------------
    (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)   [ ]


Approximate number of holders of record as of the certification
or notice date:     1
                 -------

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


                              NEOLENS, INC.
                              


DATE:  September 18, 1996     BY:    /s/    Ian S. Gillies
                                 ----------------------------
                                 Name: Ian S. Gillies
                                 Title: Vice President


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