GREEN TREE FINANCIAL CORP
15-12G, 1998-06-30
ASSET-BACKED SECURITIES
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                                  UNITED STATES
                       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 01-08916

                        Green Tree Financial Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  1100 Landmark Towers, 345 Saint Peter Street
                Saint Paul, Minnesota 55102-1639, (612) 293-3423
- --------------------------------------------------------------------------------
(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)

               10 1/4% Senior Subordinated Notes due June 1, 2002
          Limited Guaranties issued by Green Tree Financial Corporation
                 on multiple classes of asset backed securities
- --------------------------------------------------------------------------------
(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:  
<TABLE>
<S>                            <C>    
Rule 12g-4(a)(1)(i)    -X-     Rule 12h-3(b)(1)(i)    -X-
Rule 12g-4(a)(1)(ii)   ---     Rule 12h-3(b)(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 15d-6             ---  
</TABLE>

         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,
Green Tree  Financial  Corporation  has caused this  certification/notice  to be
signed on its behalf by the undersigned
duly authorized person.

Date: June 30, 1998                          By: /s/Lawrence M. Coss
                                                 -------------------------------
                                                    Lawrence M. Coss,
                                                      Chief Executive Officer




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