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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

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                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

                               SEPTEMBER 20, 2004


                               PalWeb Corporation
             (Exact name of registrant as specified in its charter)



           Oklahoma                     000-26331                75-2954680
 (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer 
      of incorporation)                                      Identification No.)


                     1613 E. 15th, Tulsa, Oklahoma         74120
               (Address of principal executive offices) (Zip Code)

                                                                             
                                 (918) 583-7441

         (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; 
APPOINTMENT OF PRINCIPAL OFFICERS.

     (b) Effective September 20, 2004, Bryan R. Kirchmer resigned from his
position as a member of the Board of Directors of the registrant.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         PALWEB CORPORATION


Date: October 14, 2004                   By: /s/ Robert H. Nelson               
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                                             Robert H. Nelson
                                             Chief Financial Officer