OMB APPROVAL
                                                     OMB Number:     3235-0167
                        UNITED STATES                Expires: October 31, 2004
             SECURITIES AND EXCHANGE COMMISSION      Estimated average burden
                  Washington, D.C. 20549             hours per response   1.50


                                    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 333-17305


                        International Knife & Saw, Inc.
             (Exact name of registrant as specified in its charter)

                    1299 Cox Avenue, Erlanger, Kentucky 41018
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                   11 3/8% Senior Subordinated Notes Due 2006
            (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)(1)(i)  [x]                Rule 12h-3(b)(1)(i)  [ ]
Rule 12g-4(a)(l)(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 l2h-3(b)(2)(ii) [ ]
                                        Rule 15d-6           [ ]

       Approximate number of holders of record as of the certification or
notice date: zero
             ------------------------

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: 3/25/02                By: /s/ Susan L. Cobb
      -------                    -----------------------------------------------
                                Susan L. Cobb, Vice President and Controller and
                                Secretary
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.

          Persons who respond to the collection of
          information  contained  in this form are
          not required to respond  unless the form
          displays a  currently  valid OMB control
          number.