ELECTRONIC DESIGNS INC
15-12G, 1998-10-28
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
                     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 0-21305

                          Electronic Designs, Inc.
           (Exact Name of registrant as specified in its charter)

                             One Research Drive
                           Westborough, MA 01581
                               (508) 366-5151
(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)


          -------------------------------------------------------------
          (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:

<TABLE>
<S>                                       <C>
         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]
</TABLE>

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,
Electronic Designs, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date: October 28, 1998       By: /s/ Hamid R. Shokrgozar
     -------------------        ------------------------------------
                                Hamid R. Shokrgozar, President


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