IMPACT SYSTEMS INC /CA/
15-12G, 1998-02-13
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                  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:  0-16227

                              IMPACT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            14600 Winchester Boulevard, Los Gatos, California  95030
                                 (408) 379-0910
    (Address, including zip code, and telephone number, including area code,
                   of registrant's principal executive offices)

                           Common Stock, no par value
            (Title of each class of securities covered by this Form)

                                       N/A
       (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 Impact Systems, Inc. has caused this certification/notice to be
   signed on its behalf by the undersigned duly authorized person.



   DATE:  February 12, 1998            BY: /s/ Robert M. Gorski     
                                           Robert M. Gorski, Chief Financial
                                             Officer


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