UNIVERSAL INTERNATIONAL INC /MN/
15-12G, 1998-09-24
DURABLE GOODS, NEC
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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 or Suspension of Duty to
          File Reports Under Sections 13 and 15(d) of the Securities
                              Exchange Act of 1934.


                                                Commission File Number 000-18823
                                                                       ---------

                          Universal International, Inc.
                -------------------------------------------------
             (Exact name of registrant as specified in its charter)

       5000 Winnetka Avenue North, New Hope Minnesota 55428 (612) 533-1169
       -------------------------------------------------------------------
                  (Address, including zip code, and telephone
                  number, including area code, of registrant's
                          principal executive offices)

                          Common Stock, Par Value $0.05
                          -----------------------------
            (Title of each class of securities covered by this Form)

                                 Not Applicable
                                 --------------
       (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 12g-4(a)(2)(i)   [ ]                  Rule 12h-3(b)(2)(i)   [ ]
            Rule 12g-4(a)(2)(ii)  [ ]                  Rule 12h-3(b)(2)(ii)  [ ]
            Rule 12h-3(b)(1)(i)   [ ]                  Rule 15d-6            [ ]
 
         Approximate  number of  holders  of record as of the  certification  or
notice date:
         89
- --------------------------

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

DATE: September 22, 1998                             BY:/s/ Richard Ennen
      ------------------                             ---------------------------
                                                     Richard Ennen, 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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