FORM 15
   Certification and Notice of Termination of Registration under Section 12(g)
    or Suspension of Duty to File Reports Under Sections 13 and 13(d) of the
                             Securities Exchange Act

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         Commission File Number 0-14470

                       VMS INVESTORS FIRST-STAGED EQUITY L.P.
               (Exact name of registrant as specified in its charter)

                                55 Beattie Place
                                  P.O. Box 1089
                        Greenville, South Carolina 29602
                         Telephone Number (864) 239-1000
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                       Units of Limited Partnership Interest
              (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)     ( )

  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  VMS
Investors  First-Staged Equity L.P. has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

                                          VMS INVESTORS FIRST-STAGED EQUITY L.P.

                                           BY:  MAERIL, INC.
                                                General Partner

DATE: May 14, 2001                         BY:  /s/ Patrick J. Foye
                                                Patrick J. Foye
                                                Executive Vice President

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 under the signature.