INTERNATIONAL FRANCHISE SYSTEMS INC
15-12G, 1998-10-09
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    0-26270
                                                                   -------------

                      International Franchise Systems, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             6701 Democracy Boulevard, Suite 300, Bethesda, MD 20817
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          Common Stock ($.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)    [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 record
date:    1
      -------

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

Date: 10/9/98                               By: /s/ H. Michael Bush
      -----------------------                   --------------------------
                                            Name: H. Michael Bush
                                            Title: Acting President

[NOTE:  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 address of the person signing
the form shall be typed or printed under the signature.]


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