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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: 333-39339-03

                          STERLING LENDING CORPORATION
             (Exact name of registrant as specified in its charter)

                              5925 Phelan Boulevard
                              Beaumont, Texas 77006
                                  (409)866-2266

                                  Common Stock
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)


                                      None
            --------------------------------------------------------
           (Title 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 12h-3(b)(1)(i)   [ X ]

Approximate number of holders of record as of the certification or notice date:
There is currently one (1) holder of record of the security covered by this Form
15.

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

                                STERLING LENDING CORPORATION

 
                                        By: /s/ Mark R. Hyland
                                           --------------------------------
                                        Name: Mark R. Hyland
                                        Title: Executive Vice-President


Date: September 8, 1998