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 1-5851

                            Rhone-Poulenc Rorer Inc.
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             (Exact name of registrant as specified in its charter)

                500 Arcola Road, Collegeville, Pennsylvania 19426
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       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                         Common Stock, Without Par Value
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            (Title of each class of securities covered by this Form)

                    Flexible Money Market Preferred(TM) Stock
           Without Par Value Liquidation Preference $100,000 per Unit
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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
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         Approximate number of holders of record as of the certification or 
notice date:        1
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         Pursuant to the requirements of the Securities Exchange Act of 1934
Rhone-Poulenc Rorer Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date:  November 25, 1997               By:   /s/ Richard B. Young
       ----------------------------          -----------------------------
                                             Vice President; Secretary and
                                             Deputy General Counsel

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.