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                                 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: Registration No. 333-29033
                                                      --------------------------

                             New ZMAX Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      20251 Century Boulevard, Germantown, Maryland 20874  (301) 353-9500
      -------------------------------------------------------------------
             (Address, including zip code, and telephone number, 
       including area code, of registrants principal executive offices)

                         Common Stock $.001 par value
           --------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None
         -----------------------------------------------------------
         (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 New 
ZMAX Corporation has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

Date: October 31, 1997          By:/s/ Michael C. Higgins
     --------------------------    ---------------------------------------------
                                   Michael C. Higgins, 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 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.