August 18, 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 August 8, 2005
and
have the following additional comments.  As previously stated,
these
comments require amendment to the referenced filing previously
filed
with the Commission.  In some of our comments, we ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may 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
filings.
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.  With respect to
your DevElements acquisition and in light of the disclosure in
your
Form 8-K filed July 23, 2004, please advise us, in sufficient
detail,
how you concluded that each of the following (which are
specifically
identified in your purchase agreement) have no separate economic
value: software and related documentation, products in source code
and object code, license agreements between DevElements and its
customers relating to products acquired, generic code pertaining
to
products and derivative works, third party software licenses and
customer contracts. Refer to paragraphs 39 and A14 of SFAS 141.
Please provide a similar analysis for each material acquisition in
2003 and 2004.

2. Further to our previous comment and in light of your disclosure
on
page 17 that the fiscal 2004 research and development expenses are
related to efforts to "further develop and enhance" certain
software
products acquired during the fiscal year, please explain to us why
a
portion of the purchase price was not allocated to in-process
research and development as it appears from your disclosure that
some
research and development was already underway by your target.
Please
note that we would expect acquired research and development assets
that are determined to have no alternative future use to be
charged
to expense at the date of acquisition pursuant to paragraph 5 of
FIN
4.

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

Consolidated Financial Statements

Consolidated Balance Sheet, page 4

3. We note that you recorded a preferred stock dividend as a
result
of the March 2005 Convertible Preferred Stock issuance.  However,
we
would have expected the discount to be amortized through retained
earnings or accumulated deficit pursuant to footnote 5 to
paragraph 8
of EITF 98-5.  As appropriate, please amend your balance sheet to
record the deemed dividend or advise us.

*    *    *    *

      As appropriate, please amend your Form 10-QSB and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment 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
amendment
and 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 18, 2005
Page 3