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 0-15304


                               Avesis Incorporated
             (exact name of registrant as specified in its charter)


           3724 North Third Street, Suite 300, Phoenix, Arizona 85012
                             Telephone: 602-241-3400
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)


                          Common Stock, Par Value $.01
            (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 suspect the duty to file reports:

     Rule 12g-4(a)(1)(i)       [X]           Rule 12h-3(b)(1)(ii)      [X]
     Rule 12g-4(a)(1)(ii)      [X]           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: 225

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


DATE: April 5, 2002                     BY: /s/ Alan S. Cohn
      -----------------------------         ------------------------------------
                                            Alan S. Cohn
                                            President and CEO