PACIFIC REHABILITATION & SPORTS MEDICINE INC
15-12G, 1997-05-02
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                                  FORM 15

                    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 Section 13 and 15(d) of the Securities Exchange Act of 1934.

                                 Commission File Number   0-23472
                                                        -----------------------
                Pacific Rehabilitation & Sports Medicine, Inc.
             -----------------------------------------------------
             (Exact name of registant as specified in its charter)

          3850 N. Wilke Road, Suite 200, Arlington Heights, IL 60004
                                (847) 670-5600
     ------------------------------------------------------------------------
     (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                         Common Stock, $0.01 par value
        -----------------------------------------------------------------------
          (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 12b-3(b)(1)(ii)  [ ]
             Rule 12g-4(a)(1)(ii)  [ ]                  Rule 12b-3(b)(2)(i)  [ ]
              Rule 12g-4(a)(2)(i)  [ ]                 Rule 12b-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 
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER) has caused this 
certification/notice to be signed on its behalf by the undersigned duly 
authorized person.

DATE: May 2, 1997                 BY: Michael McArthur-Phillips
     -----------------------      ---------------------------------------------
                                  Michael McArthur-Phillips, Secretary
                                  Pacific Rehabilitation & Sports Medicine, Inc.

INSTRUCTIONS. 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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