- Termination of Registration of a Class of Security under Section 12(g) (15-12G)

Rule 12g-4(a)(1)

Rule 12g-4(a)(2)

Rule 12h-3(b)(1)(i)

Rule 12h-3(b)(1)(ii)

Rule 15d-6

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549	OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response . . . 1.50

	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: 000-49611

Millennium Bankshares Corporation

(Exact name of registrant as specified in its charter)

1601 Washington Plaza, Reston, Virginia 20190, 703.464.0100

(Address, including ZIP code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, $5.00 par value

(Title of all other classes 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:

Approximate number of holders of record as of the certification or notice date: 164

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