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                                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 000-9812
                                                                  --------------

Grease Monkey Holding Corporation
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

633 17th Street, Suite 400, Denver, CO 80202
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   (Address, including zip code, and telephone number, including area code,
               of registrant's principal executive offices)

Common Stock, par value .03 per share
- --------------------------------------------------------------------------------
           (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)(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:  10
     ------------------------

    Pursuant to the requirements of the Securities Exchange Act of 1934
(Grease Monkey Holding Corporation) has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

Date: December 29, 1999                By: /s/ John R. Smith, Jr.
     -----------------------              --------------------------------------
                                          John R. Smith, Jr., Counsel

Instruction: This form is required by Rules 12g-4, 12b-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.



                POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFOR-
                MATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
SEC 2069 (3-99) THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.