October 21, 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 October 19, 2005
and have the following additional comments.  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 comments 4 and 5.  Based
upon
our review of the attached Iplicity Schedule of Post Acquisition
Cash
Flow, the revenue received after the date of acquisition does not
appear to support the amount you propose to reclassify to customer
contracts.  Please advise us.

2. Further to our previous comment, we note that the Seven
customer
contracts will be amortized over the one year term of the contract
without regard to renewals and the DevElements and Iplicity
customer
contacts will be amortized over the fourteen month term of the
customer relationships.  Please confirm to us that the relevant
customer contracts have not generated revenues subsequent to the
one
year or fourteen month term of the customer relationships.

3. We note that you intend to amend your September 30, 2004 Form
10-
KSB and all subsequent Form 10-QSB filings.  Please tell us what
consideration you gave to the filing of an Item 4.02 Form 8-K.

*    *    *    *

      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.
October 21, 2005
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