UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 12b-25

                                   COMMISSION FILE NUMBER 

                   NOTIFICATION OF LATE FILING

(Check One):   X Form 10-KSB  ___Form 20-F   ___Form 11-K
              ___Form 10-QSB  ___Form N-SAR

              For Period Ended:  September 30, 1998


               ___ 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:_________________

     Read Instruction (on back page) Before Preparing Form.
                      Please Print or Type.

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:  DynamicWeb Enterprises, Inc.

Former Name if Applicable:  _______________________________

Address of Principal Executive Office (Street and Number):

271 Route 46 West 
Building F, Suite 209                       

City, State and Zip Code:  Fairfield, New Jersey 07004      
  PAGE 1

                             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 box if
appropriate)

[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-KSB, Form 20-F, 11-K or
          Form N-SAR, or portions 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 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.

     The Registrant prepared and filed on November 16, 1998 an S-
     2 Registration Statement in accordance with a registration
     rights agreement related to a private placement transaction. 
     During that process, the Registrant's auditors notified the
     Registrant that the pooling of interest method of accounting
     used in a prior acquisition transaction was being reviewed.  
     After further review by the auditors and the SEC, it was
     determined that the acquisition would have to be accounted
     for as a purchase acquisition.   This determination required
     the restatement of past financial statements.  The
     Registrant placed a priority on completing the amendments to
     their past filings and completion of the S-2 because the
     Registrant was subject to substantial monetary penalties for
     failing to file the S-2 within a predetermined time period
     as required by the registration rights agreement. Therefore,
     the Registrant was unable to devote the resources necessary
     to also complete its audited financial statements by the
     required filing date.
  
                             PART IV
OTHER INFORMATION

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

     Stephen F. Ritner, Esq.      610            964-1480    
         (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

     

                  DynamicWeb Enterprises, Inc.            

          (Name of Registrant as Specified in Charter)

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

Date:  December 29, 1998       By\s\Steven L. Vanechanos, Jr.     
                                     Steven L. Vanechanos, Jr.
                                     Chief Executive Officer


INSTRUCTION:  The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. 
The name and title of the person signing the form shall be typed
or printed beneath the signature.  If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.

                            ATTENTION

Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).