UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                            -------------------
                                 FORM 12b-25                  SEC FILE NUMBER
                                                                 000-26331
                                                            -------------------
                         NOTIFICATION OF LATE FILING

(CHECK ONE):   / / Form 10-K   / / Form 20-F   /X/ Form 10 QSB   / / Form N-SAR

For Period Ended:  FEBRUARY 29, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:  _____________________________

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

- -------------------------------------------------------------------------------
PART 1 - REGISTRANT INFORMATION

                            PALWEB CORPORATION

- -------------------------------------------------------------------------------
Full name of Registrant

- -------------------------------------------------------------------------------
Former Name if Applicable

                             2500 SOUTH McGEE
- -------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

                         NORMAN, OKLAHOMA  73072
- -------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 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 box if appropriate).

        (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, Form 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
              of 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 Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

        Due to the press of other business, including the Company's work on
the Third Amendment to its Form 10-SB, the registrant was unable to complete
its Form 10-QSB for the period ended February 29, 2000 by April 14, 2000.

PART IV - OTHER INFORMATION

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

                 ARLIN PLENDER            405                     360-5047
- -------------------------------------------------------------------------------
                    (Name)            (Area Code)            (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 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 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?  / / Yes /X/ 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.

- -------------------------------------------------------------------------------

                              PALWEB CORPORATION
- -------------------------------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date APRIL 17, 2000                    By  /s/ PAUL KRUGER
     --------------                      ---------------------------------
                                       Chairman of the Board and President