CEANIC CORP
15-12G, 1998-08-25
OIL & GAS FIELD SERVICES, NEC
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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 0-22032
                                                          --------
                        
                        Ceanic Corporation<F1>
    ----------------------------------------------------------------      
          (Exact name of registrant as specified in its charter)

    900 Town & Country Lane, Houston, Texas 77024, (713) 430-1100
    ----------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
                     registrant's principle executive offices)

                     Common Stock, no par value 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)  [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
                                            or notice date:  1  

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

Date:   August 24, 1998     STOLT COMEX SEAWAY INC., a Delaware corporation


                            By:    /s/ Bruno Chabas
                               -----------------------------------
                                       Bruno Chabas, President

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.

- -------------------------

<F1> On August 17,  1998,  at  the  effective  time  of the merger of CC 
Acquisition  Corp.,  a  wholly-owned subsidiary of Stolt Comex  Seaway  Inc.
("SCSI"), with and into Ceanic Corporation ("Registrant"), Registrant became
a direct, wholly-owned subsidiary of SCSI.  In accordance with Rule 12g-4(b)
under the Securities Exchange Act of 1934, as amended, this certification on
Form 15 is filed by SCSI.





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