SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 15
  Certification and Notice of Termination of Registration under Section 12(g)
Of the Securities and 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 1-8147


                               MEDIQ Incorporated
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                One MEDIQ Plaza
                              Pennsauken, NJ 08110
                                 (609) 662-3200
          ------------------------------------------------------------
         (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

              7.50% Exchangeable Subordinated Debentures due 2003
             ------------------------------------------------------
            (Title of each class of securities covered by this Form)

      Series A 13% Cumulative Compounding Preferred Stock, par value $.01
      -------------------------------------------------------------------
          (Titles of all other classes of securities for which a duty
             to file reports under Sections 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)(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: 1.

     Pursuant to the requirements of the Securities Exchange Act of 1934, MEDIQ
Incorporated has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.

DATE:  February 24, 1999               By: /s/Jay M. Kaplan
                                           -----------------------------
                                           Jay M. Kaplan
                                           Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer