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

                                 
                                 FORM 12b-25  


                         NOTIFICATION OF LATE FILING



SEC FILE NUMBER: 0-10039
CUSIP NUMBER:  268060-10-0



Check one:  X Form 10-K       Form 20-F       Form 11-K
           ---             ---             ---
                    Form 10-Q          Form N-SAR
                 ---                ---

                   For Period Ended:   September 30, 1996

PART I. - REGISTRANT INFORMATION

     A.   Full Name of Registrant - DynamicWeb Enterprises, Inc.
     
     B.   Address of Principal Office - 271 Route 46W, Building
F, Suite 209, Fairfield, New Jersey 07004.

PART II. - RULES 12b-25(b) AND (c)

     The subject report could not be filed without reasonable
effort or expense and the Registrant seeks relief pursuant to
Rule 12b-25(b).  The Registrant states the following:

     A.   The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort
or expense;

     B.   The subject annual report on Form 10-KSB will be filed
on or before the fifteenth calendar day following the prescribed
due date;

     C.   The accountant's statement or other exhibit required by
Rule 12b-25(c)) is not applicable.

PART III. - NARRATIVE

     The Registrant's annual report on Form 10-KSB could not be
filed within the prescribed time period due to the accountants
requiring additional time to prepare the financials of the
Registrant.
PART IV. - OTHER INFORMATION

     A.   Name of Person to Contact in Regard to this
Notification:     William N. Levy, Esq.  (609) 751-9494.

     B.   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 reports.

     C.   It is not 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.



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


                         By:  /s/Steven Vanechanos, Jr.
                              ----------------------------
                              Steven Vanechanos, Jr., President

Date:  December 24, 1996