UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

          CERTIFICATION AND NOTICE OF TERMINATION OR 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   0-25056

                           Maxcor Financial Group Inc.
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             (Exact name of registrant as specified in its charter)

                Two World Trade Center, New York, New York 10048
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  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

      1) Redeemable Common Stock Purchase Warrants (Nasdaq: MAXFW)
      2) Series B Redeemable Common Stock Purchase Warrants (Nasdaq: MAXFZ)
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            (Title of each class of securities covered by this Form)

                           Common Stock (Nasdaq: MAXF)
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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)       |X|
 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) Redeemable Common Stock Purchase Warrants (Nasdaq: MAXFW)-- 11 record holders
2) Series B Redeemable Common Stock Purchase Warrants (Nasdaq: MAXFZ)-- 3 record
   holders

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

Date:        December 2, 1997          By:      /s/ Gilbert D. Scharf
       -----------------------------      -------------------------------
                                          Gilbert D. Scharf, Chairman,
                                          President and Chief Executive Officer

Instruction: This form is required by Rule 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.