COMAIR HOLDINGS INC
15-12G, 2000-01-11
AIR TRANSPORTATION, SCHEDULED
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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 0-18653

                              COMAIR HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                                2258 Tower Drive
                            Erlanger, Kentucky 41018
                                 (606) 767-2550
    (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)

                                      None
       (Title 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:
Four.

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

                                                  COMAIR HOLDINGS,  INC.

                                                  By: /s/ Dean C. Arvidson
                                                     -------------------------
                                                      Name: Dean C. Arvidson
                                                      Title: Secretary

Date: January 11, 2000



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