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:  000-08460

PORTA SYSTEMS CORP.
(Exact name of registrant as specified in its charter)

Delaware
  
11-2203988
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

6851 Jericho Turnpike, Suite 170
Syosset, New York 11791
 (516) 364-9300
 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, $0.01 par value
 (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)
x
 
Rule 12g-4(a)(2)
o
 
Rule 12h-3(b)(1)(i)
o
 
Rule 12h-3(b)(1)(ii)
o
 
Rule 15d-6
o 

Approximate number of holders of record as of the certification of notice date: under 200

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

DATE:
February 12, 2010
  
By:
/s/ Edward B. Kornfeld
       
Edward B. Kornfeld
       
Chief Executive Officer