<PAGE>
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 0-19934
THE MORNINGSTAR GROUP INC.
(Exact name of registrant as specified in its charter)
5956 Sherry Lane
Suite 1500
Dallas, Texas 75225
(214) 360-4700
(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 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: one (1)
Pursuant to the requirements of the Securities Exchange Act of 1934
The Morningstar Group Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.
DATE: November 26, 1997 BY: /s/ Gregg L. Engles
------------------------------
Name: Gregg L. Engles
Title: Chairman
