UNITED STATES                  OMB APPROVAL
                  SECURITIES AND EXCHANGE COMMISSION   OMB Number:  3235-0167
                         Washington, D.C. 20549        Expires: October 31, 2004
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                                   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    001-15361
                                                               ---------------

                            Neuberger Berman Inc.
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            (Exact name of registrant as specified in its charter)


          605 Third Avenue, New York, New York 10158, (212) 476-9000
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(Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)


                         Common Stock, $.01 par value
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            (Title of each class of securities covered by this Form)


           Liquid Yield Option TM Notes Due 2021 (Zero Coupon-Senior)
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 (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 duly to file reports:

          Rule 12g-4(a)(1)(i)   /x/           Rule 12h-3(b)(1)(i)   /x/
          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

     Approximate number of holders of record as of the certification or notice
date:  one
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     Pursuant to the requirements of the Securities Exchange Act of 1934,
Neuberger Berman Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:  January 5, 2004              By:  /s/ Maxine L. Gerson
                                        --------------------------------------
                                        Maxine L. Gerson

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.