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                                   FORM 15

     [As adopted in Release No. 34-20784, March 22, 1984, 49 F.R. 12688.]

                      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: 0-17393

                             MEGATEST CORPORATION

            (Exact name of registrant as specified in its charter)

      1321 RIDDER PARK DRIVE, SAN JOSE, CALIFORNIA 95131, (408) 437-9700

   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                        COMMON STOCK, $0.001 PAR VALUE

           (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)(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 15d-6 [ ]
         Rule 12h-3(b)(1)(i) [ ]

        Approximate number of holders of record as of the certification or
notice date: ONE(1)

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


Date: December 1, 1995                  By: /s/ Stuart M. Osattin
                                            --------------------------------
                                              Stuart M. Osattin, Treasurer