CHARTWELL LEISURE INC
15-12G, 1998-03-25
MISCELLANEOUS AMUSEMENT & RECREATION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 28549


                                     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 No. 0-24794

                             CHARTWELL LEISURE INC.
             (Exact name of registrant as specified in its charter)

    10 Rockefeller Plaza, Suite 1250, New York, New York 10020 (212) 857-6622
 -------------------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                  Common Stock
            (Title of each class of securities covered by this Form)

                                       N/A
         (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 
date: 119

         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: March  25, 1998                   By:       /s/ Martin L. Edelman
     ---------------------------------     ----------------------------
                                            Name:   Martin L. Edelman
                                            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.




694850.1


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