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 1-8567-2

                            MAXUS ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                            717 North Harwood Street
                            Dallas, Texas 75201-6594
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)


                          Common Stock, $1.00 par value
            (Title of each class of securities covered by this Form)

                $2.50 Cumulative Preferred Stock, $1.00 par value
                8 1/2 % Sinking Fund Debentures Due April 1, 2008
                 11 1/4% Sinking Fund Debentures due May 1, 2013
              11 1/2% Sinking Fund Debentures Due November 15, 2015
                           Medium Term Notes, Series A
                           Medium Term Notes, Series B
                           Medium Term Notes, Series C
                        9 7/8% Notes due October 15, 2002
                       9 1/2% Notes due February 15, 2003
                        9 3/8% Notes due November 1, 2003
                   9 3/8% Notes, Series B due November 1, 2003
         (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)(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 12h-3(b)(3)             [ X ]
Rule 12h-3(b)(1)(i)        [ X ]         Rule 15d-6                   [   ]
        Approximate number of holders of record as of the certification
                              or notice date: Two.

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

Dated: August 26, 1996                          MAXUS ENERGY CORPORATION


                                       By:      /s/ W. Mark Miller
                                                Name:  W. Mark Miller, 
                                                       Executive Vice President
                                                       and Treasurer