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 0-23414

                        Lancit Media Entertainment, Ltd.
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             (Exact name of registrant as specified in its charter)

      601 West 50th Street, New York, NY 10019; Telephone: (212) 977-9100
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    Common Stock, par value $0.001 per share
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            (Title of each class of securities covered by this Form)


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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 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)       [ ]
        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,
Lancit Media Entertainment, Ltd. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


Date: June 16, 1998                           By: /s/ Mark Haverkate
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                                                  Mark Haverkate

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 another duly authorized person.  The name and
title of the person signing the form shall be typed or printed under the
signature.