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: 0-21713
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                           Prism Software Corporation
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


        15500-C Rockfield Blvd., Irvine, California 92618, (949) 855-3100
            ---------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                    Common Stock, par value $.01 per share
                          -----------------------------
            (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)    [ ]                Rule 12h-3(b)(1)(i)    [ ]
Rule 12g-4(a)(1)(ii)   [X]                Rule 12h-3(b)(1)(ii)   [X]
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:
353

Pursuant to the requirements of the Securities Exchange Act of 1934, Prism
Software Corporation has caused this Certification and Notice to be signed on
its behalf by the undersigned duly authorized person.


Date: November 10, 2006                   By: /s/ Carl von Bibra
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                                          Carl von Bibra, Chairman