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:   000-31267

IWT TESORO CORPORATION

Exact name of registrant as specified in its charter)

191 Old Post Road West, Suite 10, Westport, CT 06880

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

Common Stock, .001 par value

(Title of each class of securities covered by this Form)

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)

O

Rule 12g-4(a)(2)

G

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

G

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

G

Rule 15d-6

G

Approximate number of holders of record as of the certification or notice date:  298

Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: November 18, 2008

By:  /s/ Henry J. Boucher, Jr.