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

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

(CHECK ONE):  /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR

                 For Period Ended:    December 31, 1998
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                 /  / 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:
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  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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION
          Incomnet, Inc.
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Full Name of Registrant

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Former Name if Applicable
          2801 Main Street
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Address of Principal Executive Office (Street and Number)
          Irvine, California 92614
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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;
       (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,
/X/         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.

There has been recent changes in senior management of the Company. Denis 
Richard joined the Company as its President and Chief Executive Officer on 
September 29, 1998, Stephen Garcia was promoted to Controller of the Company 
on December 14, 1998 and George Blanco joined the Company as its Executive 
Vice President and Chief Financial Officer on January 25, 1999. Given these 
changes, new management initiated a comprehensive review of the Company's 
accounting policies, procedures and accounts. The Company anticipates that 
this review will be completed in sufficient time to facilitate the filing of 
the Company's Annual Report on Form 10-K on or before April 15, 1999.

                                               (ATTACH EXTRA SHEETS IF NEEDED)
                                                               SEC 1344 (6/94)




PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification
       George P. Blanco                     949               251-8000
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                    (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

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(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 Attachment No. 1
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                               Incomnet, Inc
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                 (Name of Registrant as Specified in Charter)

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


    Date    March 31, 1999                       By /s/ George P. Blanco
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                                                        George P. Blanco

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).
_______________________________________________________________________________


                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange 
   Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the 
   General Rules and Regulations under the Act. The information contained in 
   or filed with the form will be made a matter of public record in the 
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed 
   with each national securities exchange on which any class of securities of 
   the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need 
   not restate information that has been correctly furnished. The form shall 
   be clearly identified as an amended notification.




5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable 
   to timely file a report solely due to electronic difficulties. Filers unable
   to submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T 
   (Section 232.13(b) of this chapter).

                                 ATTACHMENT NO. 1

Incomnet anticipates that the Consolidated Statement of Operations to be 
filed with the Form 10-K will contain significant changes in its results of 
operations between the fiscal years ended December 31, 1998 and 1997.  Total 
net sales decreased approximately $53 million to $53 million in 1998 from 
$106 million in 1997.  This decline is attributable to significantly lower 
sales at Incomnet Communications Corp. ("ICC").  The primary reasons for this 
decrease were: i) increased difficulty in adding new subscribers following 
the Orange County District Attorney's and California Public Utilities 
Commission's restrictions imposed in late 1997 which were subsequently lifted 
in late 1998; and ii) disruptions during the first half of 1998 in the 
independent representative organization which was subsequently reorganized by 
late 1998. Incomnet's loss for the year ended December 31, 1998 is estimated 
to be approximately $16 million as compared with $14 million for year ended 
1997.  The loss is primarily attributable to: i) a decline in sales at ICC; 
ii) adjustments to the carrying value of long-lived assets of approximately 
$2 million provided in the third quarter; and iii) a loss of approximately $6 
million attributable to the sale of its subsidiary GenSource.