WESTCOTT COMMUNICATIONS INC
15-15D, 1996-06-07
CABLE & OTHER PAY TELEVISION SERVICES
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                                    FORM 15
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
         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 0-18194
                                                                        --------
                                                                                
                         Westcott Communications, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


                                1303 Marsh Lane
                            Carrollton, Texas 75006
                                 (214) 416-4100
- --------------------------------------------------------------------------------
(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:   1

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


                                    WESTCOTT COMMUNICATIONS, INC.


DATE:  June 7, 1996       BY:/s/ Beverly C. Chell
                             ---------------------------
                             Name: Beverly C. Chell
                             Title: Vice Chairman and Secretary




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