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 - 10583
                                                                 ---------------

                             ATC Group Services Inc.
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             (Exact name of registrant as specified in its charter)

   104 East 25th Street, 10th Floor, New York, New York 10010, (212) 353-8280
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

  Common Stock, par value $.01 per share/Class C Common Stock Purchase Warrants
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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 a 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)    [ ]
          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:                               1
                                 -----------------------------------------------

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

Date:      February 6, 1998               By:    /s/ Nicholas J. Malino
      -------------------------------         ----------------------------------
                                              Name:   Nicholas J. Malino
                                              Title:  President

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 for 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually 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.



SEC 2069 (8-93)