KAYE KOTTS ASSOCIATES INC
15-15D, 1997-08-14
MANAGEMENT SERVICES
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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 001-14190
                                               --------------------------------

                          Kaye Kotts Associates, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   15490 Ventura Boulevard, Suite 225, Sherman Oaks, CA 91403 (818) 382-6300
   -------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

              Common Stock/Class A Common Stock Purchase Warrants
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)

        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: 62.

        Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

Date: August 13, 1997                By: /s/ David Kaye, Chief Executive 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.
 


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