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:  0-12450

                            CAPITAL INDUSTRIES, INC.
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             (Exact name of registrant as specified in its charter)


                       8900 Keystone Crossing, Suite 1150
                      Indianapolis, IN 46240 (317) 844-3722
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               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                               

                           Common Stock, No par value
           ----------------------------------------------------------
            (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)         [x]              
                                     
     Approximate  number of holders of record as of the  certification or notice
date: 43

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




Date:    June 26, 1996            By:      /s/ Phillip A. Gough
                                           -------------------------------------
                                           Phillip A. Gough
                                  Title:   Vice President and Treasurer