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 0-21972

                             INNOVIR LABORATORIES
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                      2751 CENTERVILLE ROAD, SUITE 210, 
             LITTLE FALLS II, WILMINGTON, DE 19808,(302) 998-1734
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of 
                   registrant's principal executive offices)

                    Common Stock, $.013 par value per share
- --------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None
- --------------------------------------------------------------------------------
(Title 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: 83

Pursuant to the requirements of the Securities Exchange Act of 1934, Innovir
Laboratories as the successor by merger to the registrant has caused his
certification/notice to be signed on its behalf by the undersigned duly
authorized person.


DATE: /s/ March 29, 1999                By:  /s/ Francis M. O'Connell
     ----------------------                ---------------------------

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.