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 001-31367

                          Montana Mills Bread Co., Inc.
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             (Exact name of registrant as specified in its charter)

2171 Monroe Avenue, Suite 205A, Rochester, New York 14618 (585) 242-7540
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  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                    Common Stock, par value $0.001 per share
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            (Titles of each class of securities covered by this Form)

                                  Common Stock
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    (Titles of all other class 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
provisions(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)     |_|       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

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



Date:  April 7, 2003             By:    /s/ Randy S. Casstevens
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                                      Name:  Randy S. Casstevens
                                      Title:   Chief Financial Officer


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.