ALLIED DIGITAL TECHNOLOGIES CORP
15-12B/A, 1998-10-20
PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Amendment No. 1

                                     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:

                        Allied Digital Technologies Corp.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                 140 Fell Court
                           Hauppauge, New York, 11778
                                 (516) 232-2323
           ------------------------------------------------------------
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)


                     Common Stock, par value $.01 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 files 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]


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         Approximate number of holders of record as of the certificate or notice
date: 10

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Allied Digital Technologies Corp. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


Date:  October 20, 1998

                                            ALLIED DIGITAL TECHNOLOGIES CORP.


                                            By: /s/ Emily Hill
                                               --------------------------------
                                                Name: Emily Hill
                                                Title: Chief Financial Officer




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