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: 000-27242

                      PHYSIO-CONTROL INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)

         11811 WILLOWS ROAD N.E., REDMOND, WASHINGTON 98052 (425) 867-4000
    (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)

    (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: 1
            ---

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Physio-Control International Corporation has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

Date:    September 30, 1998             By /s/ V. Marc Droppert
                                           --------------------
                                        V. Marc Droppert
                                        Executive Vice President, Secretary

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.