DAVCO RESTAURANTS INC
15-12B, 1998-04-10
EATING PLACES
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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

                                    000-22006
                                   -----------

                            DAVCO RESTAURANTS, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

         1657 Crofton Boulevard, Crofton, Maryland 21114 (410) 721-3770
    -----------------------------------------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                     Common Stock, par value $.001 per share
                ------------------------------------------------
            (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)(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               [  ]

Approximate number of holders of record as of the certification or notice date:

                                    One (1)
                                ---------------

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

DATE:    April 10, 1998                 BY: /s/ David J. Norman
                                            -------------------
                                            David J. Norman
                                            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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