ARMOR ALL PRODUCTS CORP
15-12G, 1997-01-03
SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS
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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 to File Reports 
       Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                      Commission File Number  000-14946

                          ARMOR ALL PRODUCTS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  6 LIBERTY, ALISO VIEJO, CA 92656, (714) 362-0600
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                 CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                  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:

                                       1

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

DATE:  January 2, 1997                 BY:      /s/  Edward A. Cutter
                                          -------------------------------------
                                                     Edward A. Cutter
                                              Vice President and Secretary





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