NT 10-K

                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549

                                     FORM 12b-25

                             Notification of Late Filing

                                              Commission  file  Number  0-24682
(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  June  30,  1998

| |  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:       Worldwide  Petromoly,  Inc.

Former name if applicable:

Address  of  principal
executive  office:                1300  Post  Oak  Boulevard,  Suite  1985

City,  State  and  Zip  Code:     Houston,  Texas  77056



                                     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


     |X|  (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 financial statements required to be prepared
by  the  Registrant's  independent  auditor  have  not  been  completed.


                                     PART IV

                                OTHER INFORMATION

     (1)  Name  and  telephone  number  of  person  to contact in regard to this
notification:
          Lance  Rosmarin           (713)              892-5823
          -----------------------------------------------------
          (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?
                                        |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.

     Explanation:

          Explanation:
          -----------

The  Company  presently  anticipates  that there will be an increase in revenues
from  $216,887 in fiscal 1997 to $301,150 in fiscal 1998.  The Company presently
anticipates  that  there  will  be  an  increase in gross margin from $25,387 in
fiscal  1997  to $87,133 in fiscal 1998.  The Company presently anticipates that
there will be a decrease in operating expenses from $4,475,836 in fiscal 1997 to
$2,268,692 in fiscal 1998.  The Company presently anticipates that there will be
a  decrease in operating loss from $ (4,450,449) in fiscal 1997 to $ (2,181,559)
in  fiscal  1998.  The Company presently anticipates that there will be a change
in  "Other  Income (Expense)" from "Other Income" of $ 163,326 in fiscal 1997 to
"Other  Income  (Expense)  of  $ (11,995) in fiscal 1998.  The Company presently
anticipates  that  there  will  be  a  decrease  in  loss from operations from $
(4,287,123)  in  fiscal  1997  to  $  (2,193,554)  in  fiscal  1998.

Exhibits
- --------
1.1     Letter  from  Independent  Accountant


                            Worldwide PetroMoly, 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: September 25, 1998          By /s/ Lance Rosmarin
                                                 ------------------
                                                     Lance Rosmarin
                                                     Chief Financial Officer

EX-1.1

September  25,  1998


Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Gentlemen:

As  independent  auditors  for Worldwide Petromoly, Inc. for the year ended June
30,  1998,  we  have  endeavored,  with  the full cooperation of the Company, to
obtain the necessary information to meet the filing requirements of Form 10-KSB,
both  as  to  form  and  timeliness.  Due  principally  to  the  lateness of our
retention as auditors for the year, we will not have sufficient time to complete
our  examination by the September 28, 1998 required filing date of the Company's
Form  10-KSB.


Very  truly  yours,



/S/ Jackson  &  Rhodes  P.C.
    Jackson  &  Rhodes  P.C.