**EXHIBIT
      31.2**




Certification
      of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act
      of 2002




I,
      Mark
      B. Lucky, certify that:




1.
             I have reviewed this Form 10-QSB of
      ICEWEB, Inc. for the period ended June 30, 2008;




2.
             Based on my knowledge, this report
      does not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this report;




3.
             Based on my knowledge, the financial
      statements, and other financial information included in this report, fairly
      present in all material respects the financial condition, results of operations
      and cash flows of the small business issuer as of, and for, the periods
      presented in this report;




4.
             The small business issuer’s other
      certifying officer(s) and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e)) for the small business issuer and have:




(a)        designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;




(b)        evaluated
      the effectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and




(c)        disclosed
      in this report any change in the small business issuer’s internal control over
      financial reporting that occurred during the small business issuer’s most recent
      fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
      an annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting.




5.
             The small business issuer’s other
      certifying officer(s) and I have disclosed, based on our most recent evaluation
      of internal control over financial reporting, to the small business issuer’s
      auditors and the audit committee of the small business issuer’s board of
      directors (or persons performing the equivalent functions):




(a)        all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)        any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.




Date:
              August 14, 2008
            By:
            /s/
              Mark
              B. LuckyMark
                B. Lucky,
              Chief
                Financial Officer, principal financial and accounting
                officer