UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): ~~December~~January 195, ~~2006~~2007

TWL Corporation

__________________________________________

(Exact name of registrant as specified in its charter)


Utah	000-08924		73-0981865
_____________________ (State or other jurisdiction	_____________ (Commission		______________ (I.R.S. Employer
of incorporation)	File Number)		Identification No.)

4101 International Parkway Carrollton, Texas		75007
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(972) 309-4000

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:

[ ] 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))

Item 82.0104. Triggering Events ~~Other~~that ~~Events.~~Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement

On ~~December~~January 195, ~~2006~~2007, TWL Corporation (~~the~~ “~~Company~~TWL”) ~~issued~~determined athat ~~press~~it ~~release~~could not pay ~~containing~~certain aobligations ~~letter~~as ~~addressed~~and towhen ~~its~~they ~~shareholders,~~shall ~~customers,~~become ~~vendors,~~due ~~partners~~ and ~~employees~~payable. ~~The letter disclosed an update from Dennis J. Cagan, the Company~~TWL’s ~~President, Chief Executive Officer and director, on the Company's~~ ~~progress~~inability into ~~furthering~~meet its ~~business~~obligations ~~plan~~as ~~and~~they ~~status~~become ofdue ~~projects~~represents ~~since~~an ~~June~~ event of ~~2006.~~default Inunder, ~~accordance~~and ~~with~~accelerates ~~Regulation~~its ~~FD,~~payment ~~this~~obligations ~~current~~in ~~report~~connection ~~is being filed~~with, tothe ~~publicly~~15% ~~disclose~~senior ~~all~~secured ~~information~~convertible ~~that~~debenture ~~was~~(the ~~provided~~“Debenture”) incausing ~~its~~it ~~December~~to ~~19th press~~become ~~release.~~due ~~This~~and ~~report~~payable ~~under~~immediately, together with ~~Item~~interest ~~8.01~~and isother ~~not~~amounts ~~deemed~~owing anin ~~admission~~respect asthereof. toSpecifically, ~~the~~TWL’s ~~materiality~~determination ofwith ~~any~~respect ~~information~~to inthe ~~this~~Debenture ~~report that~~ is ~~required~~as ~~to be disclosed solely by Regulation FD.~~follows:

AAccrued ~~copy~~interest of $337,500, due January 1, 2007 on the Debenture in the principal ~~this~~amount ~~press~~of ~~release~~$4,500,000, isand ~~annexed~~as toof ~~this~~January ~~Current~~10, ~~Report~~2007 asa ~~Exhibit~~late fee at the rate of 9918% on the accrued interest in the amount of $3,750.1.

TWL is currently negotiating to extend the terms of this debt instrument; however, there can be no assurance that the Company will be able to extend such term with the investor.

Item 9.01 Financial Statements and Exhibits.

(d) Index of Exhibits.

~~Exhibit~~None.

Number Description

99.1 Press release dated December 19, 2006 issued by the Company.

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.

	TWL Corporation
December 22, 2006	By:	/s/ Douglas D. Cole
January 17, 2007	By:	/s/ Dennis J. Cagan
		Name: Douglas D. Cole
		Name: Dennis J. Cagan
		Title: Executive Vice President
		Title: Chief Executive Officer and President

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