Rule 424(b)(3)
                                                     Registration No. 333-126898


                                  ICEWEB, INC.


 Supplement No. 3 dated October 17, 2006 to Prospectus dated February 10, 2006.

         As stated in Supplement No. 1 dated February 24, 2006, the exercise
price of common stock purchase warrants to purchase 4,500,000 shares of common
stock, all of which are held by Barron Partners LP, was reduced to $1.00 per
share through December 31st, 2006. On October 17, 2006, the Company reduced the
exercise price of warrants to purchase 300,000 shares of common stock to $.40
during the period from October 17, 2006 through October 27, 2006. To the extent
that those warrants are not exercised by 5:30 PM, Eastern time, on October 27,
2006, the exercise price of those warrants will revert to $1.00 per share. Since
the date of the prospectus, 500,000 of these warrants have been exercised.