WATSON WYATT & CO
15-12G, 2000-10-16
MANAGEMENT CONSULTING SERVICES
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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 000-20724

                        WATSON WYATT & COMPANY
-------------------------------------------------------------------------------
           Exact name of registrant as specified in its charter

       6707 Democracy Boulevard, Suite 800, Bethesda, Maryland 20817
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  Address, including zip code, and telephone number, including area code, of
                registrant's principal executive offices


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  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)(i)
                 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

Approximate  number of  holders of  record as  of the  certification  date:  1

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 Watson
Wyatt & Company  has caused  this certification/notice  to  be signed  on  its
behalf by the undersigned duly authorized person.

Date: October 16, 2000   By:    /s/ Walter W. Bardenwerper
                                Name: Walter W. Bardenwerper
                                Title: Vice President, General Counsel and
                                Secretary

Instructions: This  form  is  required by  Rule 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.

               Potential  persons  who are  to respond  to  the  collection of
               information contained in this form  are not required to respond
               unless the form  displays a currently valid OMB control number.

SEC 2069 (3-99)



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