SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                             FORM 12b-25


                               Commission File Number 0-2315



                     NOTIFICATION OF LATE FILING


                            (Check One):

   [ ] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-Q
   [ ] Form N-SAR

For Period Ended September 30, 1994

     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.        

                                                          


     If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:.....
 

Part I-Registrant Information

Full Name of Registrant    JWP INC.                             


Former Name if Applicable                                     
                                                             
Address of principal executive office (Street and Number)
Six International Drive      

City, State and Zip Code
Rye Brook, New York 10573-1058  


Part II-Rule 12b-25 (b) and (c)

     If the subject report could not be filed without
unreasonable effort or expense and the registrant 
seeks relief pursuant to Rule 12b-25(b), the following should be
completed.  (Check appropriate box.)

[X]  (a)  The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort
or expense;

[X]  (b)  The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and

[ ]  (c)  The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.


Part III-Narrative

     State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.

     On February 14, 1994, JWP Inc. ("JWP") filed a consent to
an involuntary petition for a reorganization under Chapter 11 of
the United States Bankruptcy Code, and on October 3, 1994, a plan
of reorganization in connection with such filing was confirmed by
order of the United States Bankruptcy Court for the Southern
District of New York.  Consequently, JWP has recently had to
focus its attention
on numerous matters in connection with its reorganization,
including, but not limited to, significant changes in its
business
and financial condition.  In addition, JWP has recently suffered
from an increased turnover of key employees, including Stephen
H. Meyers, its former Senior Vice President-Finance, and Philip
M. McGinn, its former Vice President and Controller.  For the
above reasons, JWP was not able to file its Quarterly Report on
Form 10-Q due November 14, 1994 within the prescribed time period
and is hereby filing this Notification of Late Filing on Form
12b-25.  



Part IV-Other Information

     (1)  Name and telephone number of person to contact in
regard to this notification.

Mark A. Pompa                    914-935-4101                   
    (Name)                 (Area code) (Telephone number)

     (2)  Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of l934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for
such shorter period that the registrant was required to file
such report(s) been filed?  If the answer is no, identify
report(s).

                                          [X] Yes  [ ] No

     (3)  Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?

                                          [X] Yes  [ ] No

     If so:  attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.

                    See Annex A attached hereto.


                            JWP INC.                             

 
              (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:  November 15, 1994          By:  /s/ Mark A. Pompa      
                                           Mark A. Pompa
                                         Vice President
                                         and Controller


                                      Annex A

JWP anticipates that its Consolidated Statement of Operations
will reflect a material decrease in revenues; a material
increase in operating loss; and a material decrease in loss from
continuing operations and net loss on the Form 10-Q for the nine
months ended September 30, 1994 compared to September 30, 1993. 
The material decrease in revenues is principally due to the
downsizing of JWP and loss of market share.  A substantial
portion of the expected operating loss results from
reorganization charges and write downs on construction contracts
in progress in JWP's North American and United Kingdom
subsidiaries.  Loss from continuing operations and net loss for
the nine months ended September 30, 1994 decreased from such
losses for the nine months ended September 30, 1993 as a result
of significantly lower interest expense.  JWP ceased accruing
interest on its debt in default on December 21, 1993 when an
involuntary petition for bankruptcy was filed against JWP.