EXOGEN INC
15-12G, 1999-09-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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 0-26154
                                                -------

                                 Exogen, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                             10 Constitution Avenue
                                 P.O. Box 6860
                              Piscataway, NJ 08855
                                (732) 981-0990
  ----------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


                        Common Stock, $.0001 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)(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]


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

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

DATE:  September 8, 1999              BY:  /s/ Richard H. Reisner
     --------------------------------    ---------------------------------------
                                               Richard H. Reisner,
                                             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.  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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