NOMURA ASSET SEC CORP COM MORT PAS THRO CER SER 1994-C3
15-15D, 1996-10-03
ASSET-BACKED SECURITIES
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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   33-48481

TRUST  CREATED  BY NOMURA  ASSET  SECURITIES  CORPORATION  (under a Pooling  and
Servicing  Agreement dated as of November 1, 1994,  which Trust is the issuer of
Commercial Pass-Through Certificates, Series 1994-C3)
      (Exact name of the registrant as specified in its charter)

LaSalle National Bank, Trustee, 135 South LaSalle Street,
Suite 1740, Chicago, IL 60603,
Attn: Asset-Backed Securities Nomura 1994-C3    (800)246-5761
        (Address, including zip code, and telephone

Commercial Pass-Through Certificates, Series 1994-C3
       (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)(l)(i)  ____   Rule 12h-3(b)(l)(i)  ____
       Rule 12g-4(a)(l)(ii) ____   Rule 12h-3(b)(l)(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: less than 50

     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: October 3, 1996   By:  MIDLAND LOAN SERVICES, L.P.,
                                not in its individual capacity,
                                but solely as a duly authorized
                                agent of the Registrant
                                pursuant to Section 3.22 of the
                                Pooling and Servicing
                                Agreement, dated November 1, 1994

                           By:  Midland Data Systems, Inc., its General Partner

                                By: /s/ Lawrence D. Ashley
                                    Name: Lawrence D. Ashley
                                    Title: Director of MBS Programs

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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