July 28, 2005


Mail Stop 4561

Mr. John R. Signorello
Chief Financial Officer
IceWEB, Inc.
205 Van Buren Street, Suite 420
Herndon, VA 20170

Re:	IceWEB, Inc.
	Form 10-KSB for the year ended September 30, 2004
	Form 10-QSB for the quarter ended December 31, 2004
      Form 10-QSB for the quarter ended March 31, 2005
	File No. 0-27865

Dear Mr. Signorello:

      We have reviewed your response letter dated July 20, 2005
and
have the following additional comments.  In our comments, we ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended September 30, 2004

Consolidated Financial Statements

Note 10 - Acquisitions, page 28

1. We have read your response to prior comment 2.  With respect to
the Iplicity and DevElements acquisitions, we note that although
development work on the software and source code had been
completed,
substantial research and development was required before any value
could be assigned to the fully developed software. As it relates
to
costs allocated to assets to be used in research and development
activities, please tell us how you considered FIN 4 and paragraphs
11(a) and 11(c) of SFAS 2 to determine whether the test of
alternative future use was met.  In addition, please advise us
whether any costs identified with no alternative future use were
charged to expense at the acquisition date.

2. Further to our previous comment, please advise us of your
consideration of paragraphs 39 and A14 of SFAS 141 as it relates
to
your conclusion that the Interlan and Seven Corporations had no
intangible assets of any value.  In addition, please explain the
primary reasons for the acquisitions.

Form 10-QSB for the quarter ended March 31, 2005

Consolidated Financial Statements

Note 3 - Stockholder`s Equity, page 7

3. We have read your response to prior comment 3.  We note that
the
value of the preferred stock warrants issued in conjunction with
the
preferred stock was considered not material and therefore no
dividend
was recorded.  Please tell us the value and how you determined the
value to be immaterial.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

      You may contact Rachel Zablow, Staff Accountant, at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief


??

??

??

??

Mr. John R. Signorello
IceWEB, Inc.
July 28, 2005
Page 2