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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 1-5601
                                                                          ------

                       AMERICAN PRECISION INDUSTRIES INC.
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             (Exact name of registrant as specified in its charter)

                               2777 Walden Avenue
              Buffalo, New York 14202 Telephone No.: (716) 684-9700
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   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                   Common Stock, $.66 2/3 par value per share
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            (Title of each class of securities covered by this Form)

                                       N/A
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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:

[X]  Rule 12g-4(a)(1)(i)                Rule 12h-3(b)(1)(i)   [ ]
[ ]  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:  One
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         Pursuant to the requirements of the Securities Exchange Act of 1934,
American Precision Industries Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

                                           AMERICAN PRECISION INDUSTRIES INC.


Date: April 3, 2000                        By: /s/ James J. Tanous
      ----------------------                  -------------------------------
                                              James J. Tanous, Secretary

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 (3-99)