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:  333-87974-01
                                                                 -------------
                            Ineos Holdings Limited
                            ----------------------

            (Exact name of registrant as specified in its charter)


Hawkslease, Chapel Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom +44
(0) 2380 287 063
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   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)


                     Guarantee of 10.5% Senior Notes due 2010
                     ----------------------------------------

               (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)     |_|    Rule 12h-3(b)(1)(i)    |_|
              Rule 12g-4(a)(1)(ii)    |_|    Rule 12h-3(b)(1)(ii)   |_|
              Rule 12g-4(a)(2)(i)     |_|    Rule 12h-3(b)(2)(i)    |X|
              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: One hundred and fifteen (115)

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

Date:  June 10, 2004              By:        /s/ John Reece
                                       ---------------------------------------
                                       Name: John Reece
                                       Title:  Finance Director