Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SIGNORELLO JOHN R
 2. Issuer Name and Ticker or Trading Symbol
ICEWEB INC [IWEB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)

45925 MARIES ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2008
(Street)


DULLES, VA 20166		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/03/2008   A4 500,000 A $ 0 2,746,164 D  
Common Stock 04/11/2008   A4 987,500 A $ 0 3,733,664 D  
Common Stock 06/08/2008   A4 500,000 A $ 0 4,233,664 D  
Common Stock 07/15/2008   A4 500,000 A $ 0 4,733,664 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options $ 3.2 09/30/2008   D4   75,000 09/30/2003 09/29/2008 Common Stock
75,000
$ 0 0
D
 
Options $ 0.47           09/07/2006 09/06/2011 Common Stock
50,000
  50,000
D
 
Options $ 0.7           04/30/2007 04/29/2012 Common Stock
100,000
  150,000
D
 
Options $ 0.58           05/07/2007 05/06/2012 Common Stock
500,000
  650,000
D
 
Options $ 0.6           09/07/2007 09/06/2012 Common Stock
250,000
  900,000
D
 
Warrants $ 1             (1) 03/31/2010 Common Stock
1,450,000
  2,350,000
D
 
Warrants $ 1             (1) 03/31/2010 Common Stock
1,125,000
  3,475,000
D
 
Warrants $ 1 09/30/2008   D4   1,450,000   (1) 03/31/2010 Common Stock
1,450,000
$ 0 2,025,000
D
 
Warrants $ 1 09/30/2008   D4   1,125,000   (1) 03/31/2010 Common Stock
1,125,000
$ 0 900,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIGNORELLO JOHN R
45925 MARIES ROAD
DULLES, VA 20166		   X   X   Chairman and CEO  

Signatures

/s/ John R. Signorello 12/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Warrants are immediately exercisable with various Exercisable Dates.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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