U S ROBOTICS CORP/DE/
15-12G, 1996-06-27
TELEPHONE & TELEGRAPH APPARATUS
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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   0-25630
                                                               ------------- 
                        U.S. ROBOTICS CORPORATION
- ----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)

 8100 North McCormick Boulevard, Skokie, Illinois, 60076; (847) 982-5010
- ----------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

            Rights to purchase Series A Participating Preferred Stock, 
                             par value $.01 per share
- ----------------------------------------------------------------------------
              (Title of each class of securities covered by this Form)

                  Common stock, par value $.01 per share
- ----------------------------------------------------------------------------
         (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:    0 
      ------------------------------------------

  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:  June 27, 1996__________________ By:  /s/ Mark Remissong_______________
                                       Title:  Vice President and Chief
                                               Financial 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. 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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