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 SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 0-20307

                       Avalon Correctional Services, Inc.
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             (Exact name of registrant as specified in its charter)

        13401 Railway Drive, Oklahoma City, Oklahoma 73102 (405) 752-8802
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(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)

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

                                      None
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(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 duly 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:
117.

Pursuant to the requirements of the Securities and 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:   February 3, 2005                              By:  /s/ Donald E. Smith
                                                      Chief Executive 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 9134. 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.