MONOCACY BANCSHARES INC
15-12G, 1998-12-01
NATIONAL COMMERCIAL BANKS
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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 0-22536 
  
  
  
                            MONOCACY BANCSHARES, INC.             
            (Exact name of registrant as specified in its charter) 
  
                            222 EAST BALTIMORE STREET
                            TANEYTOWN, MARYLAND 21787 
                                 (410) 756-2655 
              (Address, including zip code, and telephone number, 
       including area code, of registrant's principal executive offices) 
                      
                    Common Stock, par value $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)(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 certification or notice date: 
 None. 
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, F&M
 Bancorp, as successor issuer to Monocacy Bancshares, Inc., has caused this
 certification/notice to be signed on its behalf by the undersigned duly
 authorized person. 
  
  
 Date:  December 1, 1998            By: /s/ Gordon M. Cooley 
                                       ----------------------------
                                       Gordon M. Cooley
                                       Secretary and General Counsel 




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