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 EXCHAGNE ACT OF 1934.

                                ----------------

Commission file number              0-24039

                        INDUSTRIAL RUBBER PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         3516 13th Avenue East
         Hibbing, MN                                   55746
(Address of principal executive offices)             (Zip Code)

                                 (218) 263-8831
                (Issuer's telephone number, including area code)

                                       Common Stock
            (Title of each class of securities covered by this Form)

                                       None
 (Titles of 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  dsignate  the  appropraite  rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(1)(i) _X_
        Rule 12g-4(a)(1)(ii)___
        Rule 12g-4(a)(2)(i) ___
        Rule 12g-4(a)(2)(ii)___
        Rule 12h-3(b)(1)(i) ___
        Rule 12h-3(b)(1)(ii)___
        Rule 12h-3(b)(2)(i) ___
        Rule 12h-3(b)(2)(ii)___
        Rule 15d-6 ___

     Approximate  number of holders of record as of the  certification or notice
date: 139

     Pursuant  to  the  requirements  of the  Securities  Exchange  act of  1934
Industrial  Rubber  Products,  Inc. has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

                                        /s/ James A. Skalski
Date:  January 12, 2004                ----------------------------------------
                                        James A. Skalski,  Comptroller