SOFTDESK INC
15-12G, 1997-03-31
PREPACKAGED SOFTWARE
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                          UNITED STATES              Expires: September 30, 1995
               SECURITIES AND EXCHANGE COMMISSION    Estimated average burden
                     Washington, D.C. 20549          hours per response.....1.50
                                                     ---------------------------

                            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   0-23098
                                                              ---------------

                                Softdesk, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      7 Liberty Hill Road, Henniker, New Hampshire 03242   (603) 428-5000
- --------------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code, of 
                   registrant's principal executive offices)

                    Common Stock, $ .01 par value per share
- --------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)
                                Not Applicable
- --------------------------------------------------------------------------------
 (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 the certification or notice
date: one (1)
     --------------------

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

Date:  March 31, 1997           By: /s/ John A. Rogers
     -------------------------      -------------------------------------
                                    John A. Rogers, Vice President Finance and
                                        Chief Financial Officer

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.





SEC 2069 (8-96)



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