CONTINENTAL BANCORPORATION
15-12G, 1996-10-02
STATE COMMERCIAL BANKS
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                                     FORM 15

                       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       0-17907
                                                -------------

                           CONTINENTAL BANCORPORATION
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            1345 CHEWS LANDING ROAD, LAUREL SPRINGS, NEW JERSEY 08021
                                  (609)227-8000
          -------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                          COMMON STOCK, $2.00 par value
          -------------------------------------------------------------
            (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
provisions(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)                 [xx]   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)                 [  ]                            
                                                                
     Approximate number of holders of record as of the certification or notice
date:     one
       --------

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

     DATE: October 1, 1996                      BY: /s/ David F. Dierker
                                                    ---------------------------
                                                    David F. Dierker, President

INSTRUCTION: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.




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