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          THIS ELECTRONIC FORMAT DOCUMENT IS A CONFIRMING COPY OF
                   THE PAPER FILING MADE ON APRIL 26, 1995


                                 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 SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                   Commission File Number    1- 5429

                             Re Capital Corporation
            (Exact name of registrant as specified in its charter)

              Two Stamford Plaza, Stamford, CT  06904-2148;(203) 977-6131
  (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)

                    Common Stock, par value $.10 per share
                 5 1/2% Convertible Debentures due August 1, 2000
             (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)  /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:                  Common Stock:  One (1)
                                 Convertible Debentures: Approximately 30

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




Date:  April 26, 1995            By: /s/ Mark R. Sarlitto
                                  Name:  Mark R. Sarlitto
                                  Title: Senior Vice President,
                                          Secretary and General Counsel

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.