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 ___33-13750-LA____________
Optifund, Inc._______________________________________________________
(Exact name of registrant as specified in its charter)
3720 East Mountain View, Phoenix, Az 85028; (602) 996-0800___________
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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) [x]
Rule 12g-4(a)(1)(ii) [x] Rule 12h-3(b)92)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12g-4(b)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [ ] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification
of notice date:
495_____________________________________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934
Optifund, Inc. has caused this certification to be signed on its behalf
by the undersigned duly authorized person.
DATE: 4/7/97 BY: Robert G. Loeb
It's President
