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                       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: 1-09559
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                           Colorado Prime Corporation
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             (Exact name of registrant as specified in its charter)

              500 Bi-County Boulevard, Farmingdale, New York, 11735
                                 (631) 694-1111
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         (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                          121/2% Senior Notes due 2004
            --------------------------------------------------------
            (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)   [ ]      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               [X]
         Rule 12h-3 (b) (1) (i)   [ ]


   2
         Approximate number of holders of record as of the certification or
notice date:  0

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

DATE:  May 21, 2001                       By:  /s/  Steven F. Lachenmeyer
                                                    --------------------------
                                                    Vice President of Finance
                                                    Colorado Prime Corporation