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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  33332195
                                                             -------------------


Wavetek Wandel Goltermann, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

1030 Swabia Court Suite 301, Research Triangle Park, NC  27709-3585
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

10 1/8% Senior Subordinated Notes Due 2007
- --------------------------------------------------------------------------------
           (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)(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:

None
- ------------



     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:   July 7, 2000                    By:  /s/  Mark Tremallo, VP
      ------------------------------        ------------------------------------
                                            Mark Tremallo, Corporate Vice
                                            President & G.C.

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.

                   POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
                   INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO
SEC 2069 (3-99)    RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
                   CONTROL NUMBER.