HOMETOWN BUFFET INC
15-12G, 1996-11-21
EATING PLACES
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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 0-22402
                                                              ----------------
                                 HomeTown Buffet, Inc.
- ------------------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

                             9171 Towne Centre Drive, #575
                                  San Diego, CA 92122
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     (Address, including zip code, and telephone number, including area code, 
     of registrant's principal executive offices)

                    7% Convertible Subordinated Notes due 2002
- ------------------------------------------------------------------------------
                 (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)  /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:  39
            ------------------------------------------------------------------

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

Date: November 19, 1996     By: /s/ H. Thomas Mitchell
     ----------------------    -----------------------------------------------
                                    H. Thomas Mitchell

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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