RESTRUCTURING ACQUISITION CORP
15-12G, 1996-05-16
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS
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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 Numbers: 0-23740
                                                 -------
                      Restructuring Acquisition Corporation
- --------------------------------------------------------------------------------
           (Exact names of registrants as specified in their charters)
                               555 Madison Avenue
                                   17th Floor
                            New York, New York 10022
                                 (212) 838-4173
- --------------------------------------------------------------------------------
     (Address,including zip code, and telephone number, including area code,
                  of registrants' principal executive offices)
                    Common Shares, par value $.001 per Share

                             Redeemable Common Stock
                 Purchase warrants each to purchase one Share of
                        Common Stock for $5.00 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)(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: 30
     ------

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

DATE:  May 16, 1996                   Restructuring Acquisition Corporation
     --------------

                                      By: /s/ Steven Wolosky
                                          ----------------------
                                          Steven Wolosky, 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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