SECURITIES  AND  EXCHANGE  COMMISSION
                                WASHINGTON,  DC  20549

                                     FORM  12B-25

                             NOTIFICATION  OF  LATE  FILING

                                              COMMISSION  FILE  NUMBER  0-22711
(CHECK  ONE)

|X|  FORM  10-K  AND  FORM  10-KSB        |  |  FORM  11-K
|  |  FORM  20-F     |  |  FORM  10-Q  AND  FORM  10-QSB      |  |  FORM  N-SAR

     FOR  THE  PERIOD  ENDED  DECEMBER  31,  1999

|  |  TRANSITION  REPORT  ON  FORM  10-K  AND  FORM  10-KSB
|  |  TRANSITION  REPORT  ON  FORM  20-F
|  |  TRANSITION  REPORT  ON  FORM  11-K
|  |  TRANSITION  REPORT  ON  FORM  10-Q  AND  FORM  10-QSB
|  |  TRANSITION  REPORT  ON  FORM  N-SAR

     FOR  THE  TRANSITION  PERIOD  ENDED  ____________

NOTHING  IN  THIS  FORM  SHALL  BE  CONSTRUED  TO  IMPLY THAT THE COMMISSION HAS
VERIFIED  ANY  INFORMATION  CONTAINED  HEREIN.

     IF  THE  NOTIFICATION  RELATED  TO  A  PORTION OF THE FILING CHECKED ABOVE,
IDENTIFY  THE  ITEM(S)  TO  WHICH  NOTIFICATION  RELATES:
____________________________________

                                     PART  I
                             REGISTRANT  INFORMATION

FULL  NAME  OF  REGISTRANT:       BERENS  INDUSTRIES,  INC.

FORMER  NAME  IF  APPLICABLE:

ADDRESS  OF  PRINCIPAL
EXECUTIVE  OFFICE:                701  N.  Post  Oak  Road

CITY,  STATE  AND  ZIP  CODE:     Houston,  Texas     77024



                                     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  APPROPRIATE  BOX.)


     |X|  (A) THE REASONS DESCRIBED IN 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
OF  FORMS  10-K,  10-KSB,  20-F,  11-K OR FORM N-SAR, OR PORTION THEREOF WILL BE
FILED  ON  OR BEFORE THE 15TH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE; OR
THE  SUBJECT  QUARTERLY  REPORT  OR  TRANSITION  REPORT ON FORM 10-Q, 10-QSB, 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, 10-KSB, 11-K,
20-F,  10-Q, 10-QSB, N-SAR OR THE TRANSITION REPORT PORTION THEREOF COULD NOT BE
FILED  WITHIN  THE  PRESCRIBED  TIME  PERIOD.  (ATTACH  EXTRA SHEETS IF NEEDED.)


     THE REGISTRANT'S ANNUAL REPORT ON FORM 10-KSB COULD NOT BE FILED WITHIN THE
PRESCRIBED TIME PERIOD BECAUSE THE REGISTRANT ENCOUNTERED DELAYS DUE TO THE NEED
TO  PREPARE
CONFIDENTIAL  TREATMENT  REQUESTS  FOR  CERTAIN  OF  ITS  MATERIAL  CONTRACTS.



                                     PART  IV

                                OTHER  INFORMATION

     (1)  NAME  AND  TELEPHONE  NUMBER  OF  PERSON  TO CONTACT IN REGARD TO THIS
NOTIFICATION:

          MARC  I.  BERENS           (713)              682-7400
          -----------------------------------------------------
          (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 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

     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.



                            BERENS  INDUSTRIES,  INC.
                            --------------------------------
                  (NAME  OF  REGISTRANT  AS  SPECIFIED  IN  CHARTER)

      HAS CAUSED THIS NOTIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO  DULY  AUTHORIZED.

     DATE:  MARCH  30,  2000                BY:  /S/  MARC  I.  BERENS
                                              ----------------------
                                                   MARC  I.  BERENS
                                                   PRESIDENT