SHOP VAC CORP
15-15D, 1999-07-13
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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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 333-16453

                             Shop Vac Corporation
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             (Exact name of registrant as specified in its charter)

            2323 Reach Road, Williamsport, PA 17701 (570) 326-0502
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(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                     10 5/8% Senior Secured Notes due 2003
- --------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None
- --------------------------------------------------------------------------------
(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:

               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)  [ ]

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


DATE:  7-9-99                               By:  /s/  David Grill
     ----------------------                      ----------------------

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.

                      Potential persons who are to respond to the collection of
SEC 2069 (3-99)       information contained in this form are not required to
                      respond unless the form displays a currently valid OMB
                      control number



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