WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

[ ] Form  10-K  and  Form  10-KSB     [ ] Form  11-K      [ ] Form  20-F
[X] Form  10-Q  and  Form  10-QSB     [ ] Form  N-SAR     [ ] Form  N-CSR

     For  Period  Ended:  September  30,  2006

[ ] Transition  Report  on  Form  10-K    [ ] Transition  Report  on  Form  10-Q
[ ] Transition  Report  on  Form  20-F    [ ] 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  relates  to  a  portion of the filing checked above,
identify  the  item(s)  to  which  the  notification  relates:


                        PART I -- REGISTRANT INFORMATION

                                 TWL Corporation
                             Full Name of Registrant

                           4101 International Parkway
            Address of Principal Executive Office (Street and Number)

                              Carrollton, TX 75007
                            City, State and Zip Code

                       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  box  if  appropriate.)

          (a)  The reasons  described  in  reasonable  detail  in  Part  III  of
               this  form could not be eliminated without unreasonable effort or

          (b)  The subject  annual  report,  semi-annual  report,  transition
               report  on  Form  10-K,  20-F, 11-K, Form N-SAR or Form N-CSR, or
 [X]           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 or subject distribution
               report  on  Form  10-D,  or  portion thereof, will be filed on or
               before  the  5th  calendar day following the prescribed due date;

          (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 Form 10-K, 11-K, 20-F,
10-Q,  N-SAR  or the transition report portion thereof could not be filed within
the  prescribed  time  period.

     The compilation, dissemination and review of the information required to be
presented  in  the  Form 10-QSB for the relevant fiscal quarter has imposed time
constraints  that  have  rendered timely filing of the Form 10-QSB impracticable
without  undue hardship and expense to the registrant. The registrant undertakes
the  responsibility to file such quarterly report no later than the 5th calendar
day  following  the  prescribed  due  date.

                                     PART IV
                                OTHER INFORMATION

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

Patrick  R.  Quinn,  CFO          (972)                        309-4000
         (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.

                                 TWL Corporation
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.

Dated:  November  14,  2006               /s/Dennis  J.  Cagan
                                      By:    Dennis  J.  Cagan
                                   Title:    Chief  Executive  Officer