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                     SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                 DATE OF EARLIEST EVENT REPORTED: MARCH 31, 2003

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                          INTERNET CAPITAL GROUP, INC.
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               (Exact name of registrant as specified in charter)

       DELAWARE                     000-26929                   23-2996071
(State of Incorporation)    (Commission File Number)         (I.R.S. Employer
                                                            Identification No.)


               435 Devon Park Drive, 600 Building, Wayne, PA 19087
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               (Address of Principal Executive Offices) (Zip Code)

                                 (610) 989-0111
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              (Registrant's telephone number, including area code)

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (c) Exhibits

        99.1  Certification of Chief Executive Officer relating to Form 10-K
              for period ending December 31, 2002

        99.2  Certification of Chief Financial Officer relating to Form 10-K
              for period ending December 31, 2002


ITEM 9. REGULATION FD DISCLOSURE.

            Attached as exhibits 99.1 and 99.2 and hereby incorporated into this
Item 9 are the certifications of the Company's Chief Executive Officer and Chief
Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                    SIGNATURE

            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, thereunto duly authorized.

                                           INTERNET CAPITAL GROUP, INC.

Date:  March 31, 2003                      By: /s/ Anthony P. Dolanski
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                                                   Anthony P. Dolanski
                                                   Chief Financial Officer

                                  EXHIBIT INDEX


Exhibit No.    Description
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   99.1        Certification of Chief Executive Officer relating to Form 10-K for
               period ending December 31, 2002

   99.2        Certification of Chief Financial Officer relating to Form 10-K for
               period ending December 31, 2002