COLEMAN HOLDINGS INC
15-15D, 1997-07-15
ELECTRIC LIGHTING & WIRING EQUIPMENT
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                                                         OMB APPROVAL  
                       UNITED STATES                  -------------------
              SECURITIES AND EXCHANGE COMMISSION   OMB Number: 3235-0167
                                                   Expires: September 30, 1998
                     Washington, D.C. 20549        Estimated average burden
                            FORM 15                hours per response ... 1.50


   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:33-67058  

                           Coleman Holdings Inc.
           (Exact name of registrant as specified in its charter)

       2111 East 37th Street North, Wichita, KS 67219 (316) 832-2700
(Address, including zip code, and telephone number, including area code of
                 registrant's principal executive offices)

                  Common Stock, par value $1.00 per share
          (Title of each class of securities covered by this Form)


(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


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

   Date: July 15, 1997                By: /s/  Glenn P. Dickes            
                                         Name:  Glenn P. Dickes
                                         Title: Vice President and Assistant
                                                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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