NETFRAME SYSTEMS INC
15-12G, 1997-08-29
COMPUTER COMMUNICATIONS EQUIPMENT
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                                                        OMB APPROVAL
                                                   OMB NUMBER:    3235-0167
                                                   EXPIRES:  SEPTEMBER 30, 1998
                                                   ESTIMATED AVERAGE BURDEN
                                                   HOURS PER RESPONSE       1.50

                                 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:  0-20084
                                                                         -------


                         NetFRAME SYSTEMS INCORPORATED
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       1545 BARBER LANE, MILPITAS, CALIFORNIA 95035, TEL. (408) 474-1000
- --------------------------------------------------------------------------------
(Address, including zip code and telephone number, including area code of
                   registrant's principal executive offices)

   COMMON STOCK, $0.001 PAR VALUE PER SHARE, PREFERRED SHARE PURCHASE RIGHTS
- --------------------------------------------------------------------------------
            (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)   [X]          RULE 12h-3(b)(1)(I)     [X]
        RULE 12g-4(a)(1)(II)  [_]          RULE 12h-3(b)(1)(II)    [_]
        RULE 12g-4(a)(2)(I)   [_]          RULE 12h-3(b)(2)(I)     [_]
        RULE 12g-4(a)(2)(II)  [_]          RULE 12h-3(b)(2)(II)    [_]
                                           RULE 15d-6              [_]


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

  Pursuant to the requirements of the Securities Exchange Act of 1934, NetFRAME
Systems Incorporated has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

DATE:  AUGUST 29, 1997          BY: /s/ ROBERT L. PUETTE
       ---------------             ---------------------------------------------
                                   Robert L. Puette, President and Chief
                                    Executive Officer


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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