UNITED STATES                   ---------------------------
          SECURITIES AND EXCHANGE COMMISSION                 OMB APPROVAL
                Washington, D.C. 20549               ---------------------------
                                                     OMB Number: 3235-0058
                                                     Expires: January 31, 2005
                      FORM 12b-25                    Estimated average burden
                                                     hours per response. . .2.50
              NOTIFICATION OF LATE FILING            ---------------------------

                                                     SEC FILE NUMBER     0-27865
                                                     CUSIP NUMBER      451034102

(Check One):
[ ]Form 10-K    [ ]Form 20-F    [ ]Form 11-K    [X]Form 10-QSB    [ ]Form N-SAR

For Period Ended: DECEMBER 31, 2003
                  -----------------

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended: ___________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herin.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

                                       N/A
           ----------------------------------------------------------

 PART I -- REGISTRANT INFORMATION

           ICEWEB INCORPORATED
           -----------------------
           Full Name of Registrant

           N/A
           -------------------------
           Former Name if Applicable

           620 HERNDON PARKWAY, SUITE 360
           ---------------------------------------------------------
           Address of Principal Executive Office (Street and Number)

           HERNDON, VA 20170
           ------------------------
           City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)



        (a) The reasons described in reasonable detail in Part III of this form
        could not be eliminated without unreasonable effort or expense;

  [X]   (b) The subject annual report, semi-annual report, transition report on
        Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be
        filed on or before the fifteenth calendar day following the prescribed
        due date; or the subject quarterly report of transition report on Form
        10-Q, or portion thereof will be filed on or before the fifth calendar
        day following the prescribed due date; and

        (c) The accountant's statement or other exhibit required by Rule
        12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

        The Form 10-QSB could not be filed within the prescribed time due to the
        change in accountants and additional time required by Registrant's
        management to provide certain information to be included in the Form
        10-QSB.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

    John R. Signorello              703                        964-8000
    ------------------          -----------               ------------------
          (Name)                (Area Code)               (Telephone Number)

(2) Have all other periodic reports reports required under SECTION 13 or 15(D)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes  [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes   [X] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                               ICEWEB INCORPORATED
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: February 18, 2004      By: /s/ John R. Signorello
                                 ----------------------
                                 John R. Signorello, Chairman and CEO