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-Q of ICEWEB, Inc. for the period ended June 30,
2009;
  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, 2009


By:
      /s/ Mark B.
      Lucky
                        Mark
      B. Lucky,
                        Chief
      Financial Officer, principal financial and accounting
      officer