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 1-1543

DAYTON AND MICHIGAN RAILROAD COMPANY

(Exact name of registrant as specified in its charter)

500 Water Street, Jacksonville, FL. 32202 (904) 359-3100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Preferred - par $50, 8%, guaranteed Common - par $50, 3-1/2%, guaranteed

(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)(ii)   [ ]
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)   [ ]

Approximate number of holders of record as of the certification or notice date: 66 holders of record of Common - par $50, 3-1/2%, guaranteed 91 holders of record of Preferred - par $50, 8%, guaranteed

Pursuant to the requirements of the Securities Exchange Act of 1934 DAYTON AND MICHIGAN RAILROAD COMPANY has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. 

DATE: August 1, 1996           BY: /s/JAMES L. ROSS
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                                  James L. Ross
                                  Principal Accounting Officer