COLONIAL GROUP INC /MA/
15-12G, 1995-03-27
INVESTMENT ADVICE
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<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                FORM 15

 Certification and Notice of Termination of Registration under Section
          12(g) of the Securities and 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: 1-9054

                                   
                       THE COLONIAL GROUP, INC.
        -------------------------------------------------------
        (Exact name of registrant as specified in its charter)


         One Financial Center, Boston,MA  02111 (617) 426-3750
        -------------------------------------------------------
          (Address, including zip code, and telephone number,
            including area code, of registrant's principal
                           executive offices)
                                   
                         Class A Common Stock
        -------------------------------------------------------
       (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 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:

                                 None
       --------------------------------------------------------
<PAGE>

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

                                       THE COLONIAL GROUP, INC.



Date: March 27, 1995                By:/S/  JOHN A. MCNEICE, JR.
                                       --------------------------
                                         John A. McNeice, Jr.
                                         Chairman of the Board




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