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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                  Date of earliest event reported: May 5, 2005

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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.)

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

                                 (610) 727-6900
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              (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 May 5, 2005, Internet Capital Group, Inc. issued a press release setting
forth Internet Capital Group,  Inc.'s financial  information for the three month
period  ended March 31,  2005. 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 May 5, 2005, 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:  May 5, 2005                 By: /s/    Anthony P. Dolanski
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                                       Name:  Anthony P. Dolanski
                                       Title: Chief Financial Officer (Principal
                                              Financial and Accounting Officer)







                                  EXHIBIT INDEX

Exhibit No.     Description
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99.1            Press Release, dated May 5, 2005, issued by Internet Capital
                Group, Inc.