NATIONAL DISCOUNT BROKERS GROUP INC
15-12B, 2000-12-01
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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, as amended, or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange
Act of 1934, as amended.

                         Commission File Number: 1-9480

                     National Discount Brokers Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                            10 Exchange Place Centre
                          Jersey City, New Jersey 07302
                                 (201) 946-2200
          -------------------------------------------------------------
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                     Common Stock, par value $0.01 per share
            --------------------------------------------------------
            (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 files 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 of Common Stock as of the certificate or
notice date: One (1)

            Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, National Discount Brokers Group, Inc. has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

Date:  December 1, 2000
                              NATIONAL DISCOUNT BROKERS GROUP, INC.

                              By:  /s/ Frank E. Lawatsch, Jr.
                                  ------------------------------------------
                                  Name:  Frank E. Lawatsch, Jr.
                                  Title: General Counsel and
                                         Executive Vice President


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