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                                  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 333-42607

GEOLOGISTICS CORPORATION
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


1251 EAST DYER ROAD, SANTA ANA, CALIFORNIA 92705 (714) 513-3000
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)


9 3/4% SENIOR NOTES DUE OCTOBER 15, 2007
- -------------------------------------------------------------------------------
            (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)  |_|   Rule 12h-3(b)(1)(i)  |X|
      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: Approximately 20


     Pursuant to the  requirements of the Securities  Exchange Act of 1934 (NAME
OF REGISTRANT AS SPECIFIED IN CHARTER) has caused this  certification/notice  to
be signed on its behalf by the undersigned duly authorized person.

Date:  September 29, 2000     By:  /s/ Ronald Jackson
       ----------------------      -----------------------------------
                                   Ronald Jackson, Vice President

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 person signing the form shall be typed or printed under the
signature.



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