PS GROUP INC
15-12G, 1996-06-12
TRANSPORTATION SERVICES
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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 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: 1-7141

                                PS GROUP, INC.
            (Exact name of registrant as specified in its charter)

                    4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
                             SAN DIEGO, CA  92122
                                (619) 642-2999
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                         COMMON STOCK, $1.00 PAR VALUE
           (Title of each class of securities covered by this Form)

                                     NONE
  (Titles of all other classes of securities for which a duly 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)       [ ]    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)(1)(ii)      [ ]    Rule 15d-6               [ ]
          Rule 12h-3(b)(1)(i)       [x]


     Approximate number of holders of records as of the certification or notice
date:
          ONE (1)

     Pursuant to the requirements of the Securities Exchange Act of 1934 (Name
of registrant as specified in charter) has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

DATE:  June 12, 1996                       BY: /s/ Johanna Unger
     ------------------------------           ------------------------------

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.


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