POLK AUDIO INC
15-12G, 1999-06-07
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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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.

                                                Commission File Number 005-37226

                                POLK AUDIO, INC.
             (Exact name of registrant as specified in its charter)

           5601 Metro Drive, Baltimore, Maryland 21215; (410) 358-3600
  (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)



  (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:
83

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

Date:   June 7, 1999             By:  /s/ Gary B. Davis
     ---------------------          --------------------------------------------
                                          Gary B. Davis, Chief Financial Officer

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. 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.


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