STRAWBRIDGE & CLOTHIER
15-12G, 1995-07-28
DEPARTMENT STORES
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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: 0-18115

                      Strawbridge & Clothier                       
        (Exact Name of registrant as specified in its charter)

   801 Market Street, Philadelphia, PA  19107-3199  (215/629-6000) 
    (Address, including zip code, and telephone number, including
       area code, of registrant's principal executive offices)

       $5 Cumulative Preferred Stock, Par Value $100 Per Share     
      (Titles of each class of securities covered by this Form)

            Series A Common Stock, par value $1 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)        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               _____

       Approximate number of holders of record as of the
  certification or notice date:  none

       Pursuant to the requirements of the Securities Exchange Act
  of 1934, Strawbridge & Clothier has caused this
  certification/notice to be signed on its behalf by the
  undersigned duly authorized person.


  Date: July 28, 1995      By:  /S/ Steven L. Strawbridge
                                Steven L. Strawbridge
                                Vice President, Treasurer
                                   and Secretary



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