1

                       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

                                   000-21641
                            (Commission File Number)

                            ------------------------

                                   Kani, Inc.
             (Exact name of registrant as specified in its charter)

                    228 Manhattan Beach Boulevard, Suite 200
                       Manhattan Beach, California 90266
                                 (888) 222-5264
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                  COMMON STOCK
            (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)(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 15d-6                [_]

Rule 12h-3(b)(1)(i)       [X]

Approximate number of holders of record as of the certification or notice date:
                                       0
   2
Pursuant to the requirements of the Securities Exchange Act of 1934, Kani, Inc.
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.


DATE:  January 7, 1997       By:   /s/ David Weinberg             
                                --------------------------------------
                                       David Weinberg
                                       Chief Financial Officer