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  1-3426

                         American Cyanamid Company
          (Exact name of registrant as specified in its charter)

        One Cyanamid Plaza, Wayne, New Jersey 07470; (201) 831-2000
       (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

                 7-3/8% Sinking Fund Debentures Due 2001 
                  8-3/8% Sinking Fund Debentures Due 2006
         (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               [x]

Approximate number of holders of record as of the certification
or notice date:

7-3/8% Sinking Fund Debentures Due 2001: 90 
8-3/8% Sinking Fund Debentures Due 2006: 80

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

Date: March 17, 1995               By:  /s/ Thomas M. Nee
                                        Thomas M. Nee
                                        Vice President

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d
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.