OVERHEAD DOOR CORP /IN/
15-15D, 1998-02-10
METAL DOORS, SASH, FRAMES, MOLDINGS & TRIM
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 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  0-23752
                                             ----------

                           OVERHEAD DOOR CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


        6750 LBJ Freeway      Dallas, Texas 75240       (972) 233-6611
- --------------------------------------------------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)


                         12 1/4% Senior Notes Due 2000
- --------------------------------------------------------------------------------
           (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)   [ ]             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: None 
             ----

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


DATE:  February 10, 1998                 By:  /s/ William A. Schochet   
                                             -----------------------------------
                                             William A. Schochet
                                             Vice President, General Counsel & 
                                             Secretary


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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