FORM 15 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: 0-2180 Exact Name of Registrant as specified in its charter: Total-Tel USA Communications, Inc. Address, including zip code, and telephone number, including area code of registrant's principal executive offices: Overlook at Great Notch, 150 Clove Road, Box 449, Little Falls, New Jersey 07424; Tel. (973) 812-1100 Title of each class of securities covered by this Form: Common Share Purchase Rights Titles of all other classes of securites for which a duty to file reports under section 13(a) or 15(d) remains: Common Stock Please place an X in the box(es) to designate the appropriate rule provisions(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) [ ] 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 (Total - -Tel USA Communications, Inc.) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. TOTAL-TEL USA COMMUNICATIONS, INC. DATE: January 15, 1999 BY: /s/ Warren H. Feldman ------------------------------------- Warren H. Feldman Chairman and Chief Executive Officer