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 0-13746

                          Fireplace Manufacturers, Inc.
           (Exact name of registrant as specified in its charter)
   2701 South Harbor Boulevard, Santa Ana, California 92704 - (714) 549-7782

    (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)

                          Common Shares, $0.01 par value
             (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 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 15(d)-6           [ ]
         Rule 12h-3(b)(1)(i)   [X]        

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

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

                                   Fireplace Manufacturers, Inc.,

Date: August 19, 1998              By      /s/  JANE IOVINE
                                      --------------------------------------
                                      Jane Iovine, Vice President of Finance

INSTRUCTION:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the 
General Rules and Regulations under the Securities Exchange Act of 1934. The 
registrant shall file with the Commission three copies of Form 15, one of 
which shall be manually signed. It may be signed by an officer of the 
registrant, by counsel or by any other duly authorized person. The name and 
title of the person signing the form shall be typed or printed under the 
signature.