INNERDYNE INC
15-12G, 2000-12-06
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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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 0-19707

                                 InnerDyne, Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            1244 Reamwood Avenue, Sunnyvale, CA 94089, (408) 745-6010
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                                  Common Stock
                                  ------------
            (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)(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:

Description of Security                                       Number of Holders
-----------------------                                       -----------------
Common Stock, par value $.01                                  1

<PAGE>

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

DATE:  December 6, 2000                         INNERDYNE, INC.


                                                By: /s/ William G. Mavity
                                                   ----------------------
                                                    William G. Mavity
                                                    President


                                      -2-




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