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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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: 0-26741


                         First American Railways, Inc.
            (Exact name of registrant as specified in its charter)


    6130 Elton Ave. Suite 155					  89107
       (Address of principal executive offices)                  (Zip Code)

                 Issuer's telephone number:


                       Common Stock, Par Value $ 0.001
         (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)


    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)   [ ]
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: 465

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

                                        First American Railways, Inc.


Dated: December 22, 2004                   By: /s/ Mike Clark
                                            Mike Clark, President