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  0-23503
                                                                     -------

                            Excel Legacy Corporation
          ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


   17140 Bernardo Center Drive, Suite 300, San Diego, CA 92128 (858) 675-9400
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                     Common Stock, par value $0.01 per share
          ------------------------------------------------------------
           (Title of each class of securities covered by this Form)


                                      None
          ------------------------------------------------------------
       (Titles of all other classes ofsecurities 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)   /X/

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

      Pursuant to the requirements of the Securities Exchange Act of 1934, Excel
Legacy Corporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.



Date:  September 19, 2001           By:  /s/ Gary B. Sabin
                                       --------------------------------------
                                       Name:  Gary B. Sabin
                                       Title: Chief Executive Officer

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.