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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 0-19293


                       Bio-Dental Technologies Corporation
             (Exact name of Registrant as specified in its charter)


                            11291 Sunrise Park Drive
                        Rancho Cordova, California 95742
                                 (916) 638-8147
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)


                          Common Stock, $0.01 par value
            (Title of each class of securities covered by this Form)


                                     None
(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: One. Pursuant to the Merger Agreement dated August 8, 1996 among the
Registrant, Zila, Inc. ("Zila") and Zila Merger Corporation, which became
effective as of January 8, 1997, the Registrant became a wholly-owned subsidiary
of Zila, and each outstanding share of common stock, $0.01 par value, of the
Registrant was converted into 0.825 shares of common stock, $0.001 par value, of
Zila. Immediately prior to the merger, there were approximately 819 holders of
record of the Registrant's common stock.
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      Pursuant to the requirements of the Securities Exchange Act of 1934, Zila,
Inc., a Delaware corporation, as successor issuer to Bio-Dental Technologies
Corporation, a California corporation, has caused this certification/notice to
be signed on its behalf and on behalf of Bio-Dental Technologies Corporation by
the undersigned hereunto duly authorized.


                                    ZILA, INC.


Date:  February 27, 1997           By:     /s/ Janice L. Backus
                                       ---------------------------

                                   Its:     Vice President
                                       ---------------------------

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