TDX CORP
15-12G, 1996-05-01
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                     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 of Suspension of Duty to File
Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                      Commission File Number 0-018529

                              TDX CORPORATION
           (Exact name of registrant as specified in its charter)

                               29 SAWYER ROAD
                        WALTHAM, MASSACHUSETTS 02154
                               (617) 736-0939
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                   COMMON STOCK, PAR VALUE $.01 PER SHARE
          (Title of each class of securities covered by this Form)

(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 duly 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 12g-3(b)(1)(i)   [ ]

     Approximate number of holders of record as of the certification or
     notice date:  76

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

DATE:  April 29, 1996              By: /s/ Donald T. Pascal          
                                       ------------------------------
                                   Name:  Donald T. Pascal
                                   Title: President


<PAGE>



                           RICHARDS & O'NEIL, LLP
                              885 THIRD AVENUE
                          NEW YORK, NEW YORK 10022



                                      May 1, 1996


VIA EDGAR
- ---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

          Re:  TDX Corporation - Form 15
               -------------------------

Ladies and Gentlemen:

          On behalf of TDX Corporation, a Delaware corporation (the
"Company"), we hereby file a Certification and Notice of Termination of
Registration on Form 15.

          If you have any questions, please do not hesitate to contact the
undersigned.

                                        Very truly yours,



                                        Franziska Klebe

cc:  TDX Corporation







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