AMERICOLD CORP /OR/
15-15D, 1998-04-28
PUBLIC WAREHOUSING & STORAGE
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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: 33-12173

                              Americold Corporation
             (Exact name of registrant as specified in its charter)

      7007 S.W. Cardinal Lane, Suite 135, Portland, OR 97224 (503) 624-8585
 (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       Senior Subordinated Notes due 2008
            (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)       [  ]          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                [X]
        Rule 12h-3(b)(1)(i)       [X]

Approximate number of holders of record as of the certification or notice date:
               5

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934, Americold  Corporation has caused this  certificate/notice to be signed on
its behalf by the undersigned duly authorized person.
                                                   Americold Corporation

DATE:  April 27, 1998                 By:     /s/ Frederick B. Beilstein III
     ------------------                      -----------------------------------
                                             Name: Frederick B. Beilstein III
                                                   ---------------------------
                                             Title:  Chief Financial Officer
                                                   -----------------------------


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