PHYTERA INC
15-15D, 2000-01-06
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                      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: 000-25307

                                 PHYTERA, INC.
            (Exact name of registrant as specified in its charter)

             277 Plantation Street, Worcester, Massachusetts 01605
                                (508) 792-6800
   (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)   [_]      Rule 12h-3(b)(1)(ii)  [_]
            Rule 12g-4(a)(1)(ii)  [_]      Rule 12h-3(b)(2)(i)   [_]
            Rule 12g-4(a)(2)(i)   [_]      Rule 12h-3(b)(2)(ii)  [_]
            Rule 12g-4(a)(2)(ii)  [_]      Rule 15d-6            [X]
            Rule 12h-3(b)(1)(i)   [_]

     Approximate number of holders of record as of the certification or notice
date: 310

     Pursuant to the requirements of the Securities Exchange Act of 1934,
PHYTERA, INC. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
<PAGE>

Date:  January 6, 2000                PHYTERA, INC.


                                      By: /s/ Lynnette C. Fallon
                                          ----------------------------
                                          Lynnette C. Fallon
                                          Secretary

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