8-K

================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

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

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

                                  JULY 19, 2004




                               PALWEB CORPORATION
             (Exact name of registrant as specified in its charter)



          Oklahoma                      000-26331                75-2954680
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of incorporation)                                       Identification No.)



       1613 E. 15th, Tulsa, Oklahoma                              74120
  (Address of principal executive offices)                     (Zip Code)



                                 (918) 583-7441
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)

================================================================================


Item 7. Financial Statements and Exhibits
        ---------------------------------

        (c) Exhibits

        99.1 Press Release dated July 19, 2004.

Item 9. Regulation FD Disclosure
        ------------------------

        On July 19, 2004, the Registrant announced that Marshall Cogan has been
        named Non-Executive Chairman of the Board of Directors. A copy of the
        press release is attached to this report as Exhibit 99.1 and is being
        furnished pursuant to Regulation FD.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                     PALWEB CORPORATION


Date: July 19, 2004                  By: /s/ Warren F. Kruger
                                         ------------------------------
                                         Warren F. Kruger
                                         President and Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1
                                                                    ------------

PalWeb Names Marshall Cogan Chairman
Monday July 19, 11:35 am ET


TULSA, Okla.--(BUSINESS WIRE)--July 19, 2004--PalWeb Corporation (OTCBB:PLWB -
News) announced today that Marshall Cogan has been named Non-Executive Chairman
of the Board of Directors.

Mr. Cogan was the former Vice Chairman of Cogan, Berlind, Weill & Levitt-Hayden
Stone, Inc. (predecessor to Shearson Lehman/American Express). Mr. Cogan has had
over 40 years of industrial and financial experience with custodial
responsibility for the following companies: General Felt Industries, Inc.;
Sheller-Globe Corporation; Color Tile Inc.; Knoll International, Inc.;
UnitedAuto Group Inc.; Foamex International Inc.; and the '21' Club.

Mr. Cogan has an undergraduate degree and M.B.A from Harvard University. He
serves as a Trustee at New York University Hospital, Boston Latin School, New
York Museum of Modern Art and is a Member of Harvard University serving on
several committees.

"PalWeb Corporation will benefit from Marshall's vast business experience," said
Warren Kruger, President and CEO of PalWeb Corporation. "Marshall understands
the challenges and opportunities of paradigm shifts in industry and grasps the
need for companies to migrate from wood to plastic pallets as regulatory,
health, and environmental concerns continue to grow." Mr. Kruger stated that,
"Not only has Mr. Cogan been named Non-Executive Chairman of PalWeb Corporation,
but he has also become a significant shareholder."

About PalWeb Corporation

PalWeb Corporation develops, manufactures and sells high quality plastic pallets
that provide innovative logistics solutions needed by a wide range of
industries, such as the food and beverage, pharmaceuticals, automotive, chemical
and consumer products industries, and large injection molding machines and
systems. For more information, visit PalWeb online at
http://www.palweb-plwb.com.

Forward-Looking Statements

This press release includes certain statements that may be deemed
"forward-looking statements" within the meaning of federal securities laws. All
statements, other than statements of historical facts, that address activities,
events or developments that PalWeb expects, believes or anticipates will or may
occur in the future, including decreased costs, potential sales of pallets and
other possible business developments, are forward-looking statements. Such
statements are subject to a number of assumptions, risks and uncertainties. The
forward-looking statements above could be affected by any of the


following factors: PalWeb's prospects could be affected by changes in
availability of raw materials, competition, rapid technological change and new
legislation regarding environmental matters; PalWeb may not be able to secure
additional financing necessary to sustain and grow its operations; and a
material portion of PalWeb's business is and will be dependent upon a few large
customers and there is no assurance that PalWeb will be able to retain such
customers. These risks and other risks that could affect PalWeb's business are
more fully described in its reports filed with the Securities and Exchange
Commission, including PalWeb's Form 10-KSB for the fiscal year ended May 31,
2003. Actual results may vary materially from the forward-looking statements.
PalWeb undertakes no duty to update any of the forward-looking statements in
this release.



- --------------------------------------------------------------------------------
Contact:
     PalWeb Corporation, Tulsa
     Warren F. Kruger, 918-583-7441
     wfkruger@aol.com
     or
     Investor Relations Contact:
     Lori O'Brien, 918-583-7441
     lobrien@sbcglobal.net