<PAGE> 1
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 0-16161
-------
Original Italian Pasta Products Co., Inc. d/b/a Pasta Shell, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
32 Auburn Street, Chelsea, Massachusetts 02150
----------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Common Stock, $.02 Par Value Per Share
--------------------------------------
(Title of each class of securities covered by this form)
None
----
(Titles of all other securities for which a duty to file reports under
section 13(a) or l5(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 certificate or notice
date: 89
------
Pursuant to the requirements of the Securities Exchange Act of 1934,
Original Italian Pasta Products Co., Inc. d/b/a Pasta Shell, Inc. has caused
this certification notice to be signed on its behalf by the undersigned duly
authorized person.
Date: March 16, 1998 By: /s/ Paul K. Stevens
---------------------------
Name: Paul K. Stevens
Title: President
