COHERENT COMMUNICATIONS SYSTEMS CORP
15-12G, 1998-08-11
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>   1
                     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     0-24303
                                            ----------------

                 COHERENT COMMUNICATIONS SYSTEMS CORPORATION
- -------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        46085 UNIVERSITY DRIVE, ASHBURN, VIRGINIA 20174 (703)729-6400
- -------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                   COMMON SHARES, $.01 PAR VALUE PER SHARE
- -------------------------------------------------------------------------------
          (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)(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            [ ]
           Rule 12h-3(b)(1)(i)   [X]



     Approximate number of U.S. holders of record as of the certification or
notice date:  1
            -----

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

DATE: August 10, 1998                   BY:  /s/ Daniel L. McGinnis
                                           ------------------------------------
                                             Name: Daniel L. McGinnis
                                             Title: President

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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