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:   0-18671
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                          NutraMax Products, Inc.
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           (Exact name of registrant as specified in its charter)

     51 Blackburn Drive, Gloucester, Massachusetts 01930 (978) 282-1800
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  (Address, including zip code, and telephone number, including area code,
               of registrant's principal executive offices)

                  Common Stock, par value $.001 per share
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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 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:        50
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          Pursuant to the requirements of the Securities Exchange Act of
1934, NutraMax Products, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

DATE:  February 2, 2001          By:      /s/  David J. Radeke
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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.



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