MANHATTAN BAGEL CO INC
15-15D, 1999-05-13
GRAIN MILL PRODUCTS
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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 0-24388


                          Manhattan Bagel Company, Inc.
             (Exact name of registrant as specified in its charter)


           246 Industrial Way West, Eatontown, NJ 07724 (932-544-0155)
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                           Common Stock, no par value
            (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)
   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)
X  Rule 15d-6


     Approximate  number of holders of record as of the  certification or notice
date: 1


<PAGE>


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, NEW
WORLD COFFEE & BAGELS,  INC., on behalf of MANHATTAN  BAGEL  COMPANY,  INC., has
caused this  certification/notice  to be signed on its behalf by the undersigned
duly authorized person.


                                        NEW WORLD COFFEE & BAGELS, INC.


                                    BY: /s/R. Ramin Kamfar
                                        ---------------------------------------
                                        R.Ramin Kamfar, Chief Executive Officer


                                    BY: /s/Sanford Nacht
                                        ---------------------------------------
                                        Sanford Nacht, President and Chief
                                             Operating Officer

                                    BY: /s/Jerold E. Novack
                                        ---------------------------------------
                                        Jerold E. Novack, Chief Financial 
                                             Officer


                                    BY: /s/Keith Barket
                                        ---------------------------------------
                                        Keith Barket, Director


                                    BY: /s/Karen Hogan
                                        ---------------------------------------
                                        Karen Hogan, Director


                                    BY: /s/Leonard Tannenbaum
                                        ---------------------------------------
                                        Leonard Tannenbaum, Director

                                    BY: /s/Edward McCabe
                                        ---------------------------------------
                                        Edward McCabe, Director

     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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