8-K

                       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) February 18, 2004
                                                      ------------------


                               ICEWEB INCORPORATED
                               -------------------
             (Exact name of registrant as specified in its charter)


          Delaware                       0-27866                 13-2640971
 ----------------------------    ------------------------    -------------------
 (State of other jurisdiction    (Commission File Number)      (IRS Employer
       or incorporation)                                     Identification No.)


                620 Herndon Parkway, Suite 360, Herndon, VA 20170
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)



       Registrant's telephone number, including area code: (703) 964-8000
                                                           --------------



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


Item 9.  Regulation FD Disclosure.

         On February 18, 2004, Iceweb Incorporated disseminated a press release
through Business Wire regarding the company's quarterly financial results for
the period ended December 31, 2003. A copy of the press release is attached
hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

         (c)    Exhibits

                99.1    Press Release dated February 18, 2004



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                                   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.

                                        ICEWEB INCORPORATED



                                        By: /s/ John Signorello
                                            -------------------
                                            John Signorello
                                            Chief Executive Officer


DATED:   February 18, 2004




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EX-99

                                                                    EXHIBIT 99.1
PRESS RELEASE: FEBRUARY 18, 2004

             ICEWEB(TM), INC. REPORTS SHARPLY INCREASED REVENUE AND
         NET PROFIT FOR 1ST QUARTER ACHIEVES POSITIVE STOCKHOLDER EQUITY

HERNDON, VA - FEBRUARY 18, 2004 - - IceWEB, Inc. (OTC BB: ICEW), announced today
that for the quarter ended December 31, 2003, the company increased revenue to
$1,525,358 up from $19,811 for the same period in the prior year. Net income
rose to $29,931 as compared to a loss of $105,844 in the same quarter prior
year. Gross Profit eclipsed $500,000 for the first time. The company also
completed the acquisition of Iplicity and received several new contracts during
the first quarter. The company is on track to surpass Fiscal 2003 revenue in the
second quarter of 2004.

"This marks the company's 5th consecutive increase in quarterly revenue growth
and the second consecutive million-dollar quarter with profit! Completing the
Iplicity, Inc. acquisition will move us forward with the vision of delivering
and upgrading our existing products and launching the next generation of IceWEB
software, IceWEB CMS 3.0 this quarter. The e-learning content management space
mixed with the integration services is allowing our organization to bid on a
greater number of opportunities within the federal and commercial marketplace.
We will eclipse fiscal 2003 revenue in the second quarter," said John R.
Signorello, Chief Executive Officer of IceWEB, Inc.

COMPANY HIGHLIGHTS:

o     Revenue up 7,599% over last year same period
o     Revenue increased 32% over prior quarter
o     Gross profit increased to over $500,000 for the quarter
o     Net income increased $29,931 from loss of $105,844 in prior year quart
o     Revenue exceeded $1,500,000 in one quarter for first time
o     Revenue for 2004 is expected to triple over Fiscal year 2003
o     Completed acquisition of Iplicity, Inc.
o     Stock Holder Equity positive for first time

ABOUT ICEWEB

IceWEB, Inc. owns and operates complimentary divisions that cross-pollinate
products and services to enhance shareholder value.

As one company, IceWEB offers a comprehensive branded network of Online
Training, CMS and Integration products and services to consumers and businesses
worldwide.

All IceWEB products and services enable customers to use the Web to reduce
travel expenses, increase revenues and compliance, and extend their worldwide
reach. For more information, call IceWEB at 703.964.8000 or visit www.iceweb.com
and www.learningstream.com. IceWEB(TM) products and services are available on
GSA Contract # GS-35F-5149H.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO BUSINESS CONDITIONS AND
THE AMOUNT OF GROWTH IN THE COMPUTER INDUSTRY AND GENERAL ECONOMY, COMPETITIVE
FACTORS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S SEC
REPORTS, INCLUDING BUT NOT LIMITED TO ITS ANNUAL REPORT ON FORM 10-K AND ITS
QUARTERLY REPORTS ON FORMS 10-Q. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION
TO UPDATE FORWARD-LOOKING STATEMENTS.

ALL TRADEMARKS AND BRAND NAMES ARE THE PROPERTY OF THEIR RESPECTIVE COMPANIES.

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