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: 001-13259

                                U S LIQUIDS INC.
             (Exact name of registrant as specified in its charter)

                     411 N. Sam Houston Pkwy East, Suite 400
                              Houston, Texas 77060
                                 (281) 272-4500
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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

         Approximate number of holders of record as of the certification or
notice date: 174.

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

Dated: March 30, 2004                     By: /s/ William M. DeArman
                                              ----------------------------------
                                              William M. DeArman
                                              Chief Executive Officer