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 1-9474


                             FSMN LIQUIDATION CORP.
                        (f/k/a FORSTMANN & COMPANY, INC.)
             (Exact name of registrant as specified in its charter)

    498 SEVENTH AVENUE, 17th FLOOR, NEW YORK, NEW YORK 10018, (212) 642-6900
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          COMMON STOCK, $.01 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: 295

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


DATE: January 18, 2000                  By: /s/ RODNEY J. PECKHAM
                                            -----------------------
                                            Rodney J. Peckham
                                            President