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  001-12398

                      Elsag Bailey Process Automation N.V.
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             (Exact name of registrant as specified in its charter)

       Schipol Boulevard 157, 1118 BG Luchthaven Schipol, The Netherlands,
                          Telephone: 011-3120-316-4150
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       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                   Common Shares, par value NLG 1.00 per share
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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 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)       ( )                         Rule 12h-3(b)(1)(i)    ( )
Rule 12g-4(a)(1)(ii)      ( )                         Rule 12h-3(b)(1)(ii)   ( )
Rule 12g-4(a)(2)(i)       (X)                         Rule 12h-3(b)(2)(i)    (X)
Rule 12g-4(a)(2)(ii)      ( )                         Rule 12h-3(b)(2)(ii)   ( )

     Approximate  number of holders of record as of the  certification or notice
date: 160

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934, Elsag Bailey Process Automation N.V. has caused this  certification/notice
to be signed on its behalf by the undersigned duly authorized person.

Date:  January 27, 1999             By:  /s/ Mark V. Santo
                                       -------------------
                                       Mark V. Santo, Group Vice President
                                       and General Counsel

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.