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                                                                 OMB  APPROVAL
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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    0-5888
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                            WAXMAN INDUSTRIES, INC.
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             (Exact name of registrant as specified in its charter)

                 24460 Aurora Road, Bedford Heights, Ohio 44146
                                 (440) 439-1830
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   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    Common Stock, $0.01 par value per share
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            (Title of each class of securities covered by this Form)

                                      None
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       (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)       [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:     171
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     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: June 23, 2004                     By: /s/ Mark Wester
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                                            Name: Mark Wester
                                            Title: Chief Financial Officer and
                                                   Senior 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 form shall be typed or printed under the signature.

SEC 2069 (09-03)     Persons who respond to the collection of information
                     contained in this form are not required to respond unless
                     the form displays a currently valid OMB control number.