UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 0-28493       
Commission File Number 333-81631       

O’Sullivan Industries Holdings, Inc.
(Exact name of registrant as specified in its charter)

10 Mansell Court East, Suite 100
Roswell, Georgia 30076
678-939-0800
(Address, including zip code, and telephone number, including area code, of registrant's principal exeuctive offices)

Senior Preferred Stock, par value $0.01 per share
(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)	[     ]	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	[ 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, O'Sullivan Industries Holdings, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:	August 3, 2006	By:	/s/ Russell L. Steinhorst
			Russell L. Steinhorst
			Senior Vice President & Chief Financial Officer