August 2, 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 29, 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 1 and note that the
value of research and development costs acquired from DevElements
and
Iplicity, as discussed in regards to SFAS 2 paragraph 11(a) and
11(c), showed that the software code acquired had no alternative
future uses and therefore no separate economic value.  With
respect
to each acquisition, please advise us why the software and source
code that were determined to have no alternative future use were
not
charged to expense at the date of acquisition pursuant to FIN 4.

2. In addition, please explain why you have not assigned any value
to
customer relationships in light of your prior response.  We also
note
from your prior response that the primary value relates to the
value
of an "ongoing revenue flow."  Considering the nature of the
acquired
businesses, please further explain how you have concluded that
none
of this "ongoing revenue flow" is attributable to acquired
technology.

3. We are unable to locate your response to prior comment 2.  We
reissue prior comment 2 and ask you to 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

4. We have read your response to prior comment 3 and await the
filing
of your Form 10-QSB, amended to record the embedded beneficial
conversion feature in your Series A Convertible Preferred Stock.
Please tell us when you plan to file this Form 10-QSB amendment
and
what consideration you gave to the filing of an Item 4.02 Form 8-
K.
Upon our review of your Form 10-QSB amendment, we may have
additional
comments.

*    *    *    *

      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


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Mr. John R. Signorello
IceWEB, Inc.
August 2, 2005
Page 3