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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: November 4, 2004


                          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.)


                    690 Lee Road, Suite 310, Wayne, PA 19087
               (Address of Principal Executive Offices) (Zip Code)

                                 (610) 727-6900
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Section 2.    Financial Information

Item 2.02    Results of Operations and Financial Condition.

         On November 4, 2004, Internet Capital Group, Inc. issued a press
release setting forth Internet Capital Group, Inc.'s financial information for
the three-month period ended September 30, 2004. A copy of Internet Capital
Group, Inc.'s press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.

         The information in this report (including Exhibit 99.1) is being
furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended (the "Act") or the Exchange Act.


Section 9.    Financial Statements and Exhibits.

Item 9.01    Financial Statements and Exhibits

(c ) Exhibits

     The following press release is included as an exhibit to this report filed
     under Section 2 - "Financial Information."

99.1  Press Release, dated November 4, 2004, issued by Internet Capital
      Group, Inc.









                                    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:  November 4, 2004             By: /s/      Anthony P. Dolanski
                                        ----------------------------
                                         Name:   Anthony P. Dolanski
                                         Title:  Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)





                                  EXHIBIT INDEX

Exhibit No.                   Description
- -----------                   -----------
99.1                          Press Release, dated November 4, 2004, issued
                              by Internet Capital Group, Inc.