SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Morgan Raymond Kirk

(Last)

(First)

(Middle)

C/O INTERNET CAPITAL GROUP, INC.

690 LEE ROAD, SUITE 310

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2006

3. Issuer Name and Ticker or Trading Symbol
INTERNET CAPITAL GROUP INC [ ICGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	64,745⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	04/23/2001	04/23/2011	Common Stock, par value $.001 per share	2,500	$41.8	D
Options to Purchase Common Stock	07/25/2001	07/25/2011	Common Stock, par value $.001 per share	2,500	$28	D
Options to Purchase Common Stock	12/10/2002	12/10/2012	Common Stock, par value $.001 per share	12,483	$8.98	D
Stock Appreciation Right⁽²⁾	07/22/2005⁽³⁾	07/22/2015	Common Stock, par value $.001 per share	172,000	$7.34	D

Explanation of Responses:

1. Includes 4,695 shares pledged to the Company as collateral for a loan due in December 2006 to purchase the Company's Common Stock related to a 1999 stock option exercise.

2. The Stock Appreciation Right will be settled in shares of the Company's Common Stock.

3. The Stock Appreciation Right vests 25% on July 22, 2006 and 1/48 vests monthly during the 36-month period thereafter.

	Raymond Kirk Morgan	03/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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