SEC FILE NUMBER
                                                                     1-11570


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

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING




                                                               
(Check One):   [ ] Form 10-K   [ ] Form 20-K   [ ] Form 11-K   [X] Form 10-Q  [ ] Form N-SAR



         For Period Ended:  December 31, 1999
         [ ] 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:______________________________________

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.

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
Transworld Healthcare, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant

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Former Name if Applicable
555 Madison Avenue
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Address of Principal Executive Office (Street and Number)
New York, New York  10022.
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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, Form N-SAR, or portion thereof, will be
 [X]     filed on or before the fifteenth calendar day following the prescribed
         due date; or the subject quarterly report or 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

As a result of the  refinancing  which  occurred in late  December  1999 and the
delay in the filing of its Annual  Report on Form 10-K for the fiscal year ended
September  30,  1999  attendant  thereto,   Transworld  Healthcare,   Inc.  (the
"Company")  has been unable to complete its review of the  financial  statements
and method of  presentation of certain items for the first fiscal quarter ending
December 31, 1999 without unreasonable effort and expense. The Company will file
its 10-Q for the fiscal  quarter  ended  December 31, 1999 within five days from
February 14, 2000.




PART IV - OTHER INFORMATION

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

           Wayne Palladino          (914)              345-8880
         -------------------    -------------     --------------------
               (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 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.



                           Transworld Healthcare, 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/ Wayne A. Palladino
      ---------------------------        ----------------------------
                                         Wayne A. Palladino
                                         Senior Vice President and
                                         Chief Financial Officer

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).



As indicated in Part III management has been unable to finalize the financial
statements to date, therefore it is not possible at this time to know whether
there will be any significant change in results of operations from the
corresponding period for the past fiscal year.