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

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING

SEC FILE NUMBER
                            0 - 15374


                           CUSIP NUMBER
                            709635106


Form 10-KSB

For Period Ended: December 31, 1999

PART I - REGISTRANT INFORMATION


Pentech International Inc.
Full Name of Registrant



Former Name if Applicable


195 Carter Drive
Address of Principal Executive Office (Street and Number)


Edison, NJ 08817
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, Form N-SAR, or portion thereof, will be
         filed on or before the fifteenth calendar day following the
      X  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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.  (Attach Extra Sheets if Needed).

Financial information is in the process of being finalized.


PART IV - OTHER INFORMATION

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


Richard S. Kalin, Esq.             212            239-8900
(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 reports) been filed?  If the 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




                   Pentech International 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: February 14, 2000                  By: s/Richard S. Kalin
                                          Richard S. Kalin, Secretary


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