CROCKER REALTY TRUST INC
15-12G, 1996-09-23
REAL ESTATE INVESTMENT TRUSTS
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                            CROCKER REALTY TRUST, INC.
                                                                           
                                                                           


                        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 Suspen-
         sion of Duty to File Reports Under Sections 13 and 15(d) of the
         Securities Exchange Act of 1934.

                          Commission File Number 1-13766

                            Crocker Realty Trust, Inc.

              (Exact name of registrant as specified in its charter)

                            433 Plaza Real, Suite 335
                            Boca Raton, Florida 33432
                                  (407) 395-9666

         (Address, including zip code, and telephone number, including
         area code of registrant's principal executive offices)


                          Common Stock, $0.01 par value
                          Common Stock Purchase Warrants

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



         (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)  [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             [X]

         Approximate number of holders of record as of the certification
         or notice date:     Common Stock:  1
                             Common Stock Purchase Warrants:  18 holders
                                                              of record<PAGE>





                            CROCKER REALTY TRUST, INC.
                                                                          
                                                                          


         Pursuant to the requirements of the Securities Exchange Act of
         1934 Crocker Realty Trust, Inc. has caused this certification/
         notice to be signed on its behalf by the undersigned duly au-
         thorized person.


              Date:  September 23, 1996     By: /s/ Ronald P. Gibson

                                            Title:  President



































                                                                         


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