SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 Numbers: 1-6833
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                                 MGI Properties
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           (Exact names of registrants as specified in their charters)

   50 Congress Street, Suite 222, Boston, Massachusetts 02109, (617) 248-2300
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    (Address, including zip code, and telephone number, including area code,
                  of registrants' principal executive offices)

                                  Common Stock
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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: 0

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

DATE: September 30, 2000                    MGI PROPERTIES
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                                            By: /s/ Phillip C. Vitali
                                                -------------------------
                                                Name:  Phillip C. Vitali
                                                Title: Executive Vice President
                                                       and Treasurer

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.