VENTRITEX INC
15-12G, 1997-05-20
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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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 SECTION 13 AND 15(D) OF THE  SECURITIES  EXCHANGE ACT
   OF 1934.
                                                 Commission File Number: 0-19713


                              VENTRITEX, INC.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


            701 East Evelyn Avenue, Sunnyvale, California 94086
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                  Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
          (Title of each class of securities covered by this Form)


         5 3/4% Convertible Subordinated Notes due August 15, 2001
- --------------------------------------------------------------------------------
   (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)      |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: 420

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

Date: May 15, 1997                       By: /s/ Mark Meltzer
                                            ------------------------------------
                                              Vice President and General Counsel

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.

SEC 2069 (8-93)


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