TRANS OCEAN CONTAINER CORPORATION
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 Suspen-
sion of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 33-74198
Trans Ocean Container Corporation
(Exact name of registrant as specified in its charter)
100 Manhattanville Road
Purchase, New York 10577
(914) 682-3300
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
12 1/4% Senior Subordinated Notes due 2004
(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: 1<PAGE>
TRANS OCEAN CONTAINER CORPORATION
Pursuant to the requirements of the Securities Exchange Act of
1934 Trans Ocean Container Corporation has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.
Date: December 10, 1996 By: /s/ Dennis J. Kenny
Title: Vice President
