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An Internet messaging service that has quietly amassed 28 million members is attempting to fashion itself into a next-generation Web force, competing with heavyweights such as Yahoo!, Excite and Lycos by building on its core communications features and adding others such as Web searching.

ICQ, shorthand for “I seek you,” began three years ago as a free chat and instant messaging technology and was acquired by America Online last year for more than $287 million. By downloading ICQ’s free software, Internet users can chat in real time with friends or colleagues who also have the software and be alerted when one of their contacts comes on-line.

Now, with the release Monday of a new version of the software on its Web site at www.icq.com, AOL is starting a transformation designed to make money off the service.

By existing as software on computer desktops, ICQ has established a persistent presence that is there when people turn their computer on, and stays there no matter what tasks they perform.

The new version takes about 20 minutes to download with a 56 kilobits-per-second modem. It has added more features to broaden its appeal–and keep users within the ICQ world.

“Once you build a list of your friends and you’re exchanging ICQ messages, you are definitely more entrenched in that network,” said Anya Sacharow, an analyst at the New York-based research firm Jupiter Communications Inc. “When you have something that’s always there and just sitting there as you’re working, you’re more likely to turn to it and use it and integrate it into your daily activity.”

ICQ’s new features mimic some of the services offered by AOL, Yahoo! and other portals. ICQ, for example, has built a Web search function into the software window.

And if the group of 750,000 testing an “alpha” version of the new software is any indication, ICQ’s own search engine is drawing users away from other portals. About 68 percent of the testers chose to use the ICQ default search, company officials said.

With the new features, users can also send greeting cards and voice messages, program reminders to themselves and write to-do lists and other memos that appear on their screens.

Building on what it calls its “community” appeal, ICQ will also offer white pages that allow users to search for others with similar interests. The software also integrates more of the users’ content, including message areas and users’ Web pages.

Tim Meadows of Internet research company NetRatings said ICQ is pursuing a different spin on the traditional portal, which touts its information content. Instead, ICQ is building on its human database, the millions of people who use the Internet to chat with one another.

The typical ICQ user belongs to a young, Web-savvy, international crowd: About 83 percent are under 34, and 35 percent are from the United States. Most use the service at home. Just 6 percent are also members of AOL, which targets first-time Internet users and families.

When ICQ was created, “we were very young but experienced Internet users,” said founder Sefi Vigiser. Gradually, the service became a staple, he said. “We cannot live without it.”

The company’s youthful, offbeat qualities are reflected in everything from its “flower power” logo and slogan to the “Star Wars,” “South Park” and “Simpsons” sound effects people can use.

A 16-year-old Bulgarian student who identified himself as Vesso Vassilev is one of those filling ICQ’s blossoming ranks. “ALL my friends are here at 10-11 p.m. So it’s like a special virtual playground,” said Vassilev.

ICQ’s users have adopted an informal etiquette by specifying settings that show they are available for random chat, occupied or do not want to be disturbed. They can choose whether others must be authorized to send them messages, or decide that their presence on-line not be detected by certain people.

The new version of ICQ will also begin serving up outside advertising for the first time–but with a twist.

ICQ members may be able to choose to add businesses to the area beneath their contact list on the software window. Unlike a traditional banner ad, which flashes to all users, the ads could be targeted only to people who have asked for them.

Sacharow said ICQ’s large user base will be attractive to advertisers. But the company should think carefully about how it plans to deliver the ads, she said.

“They will have to find a way to incorporate advertising so it doesn’t offend the audience,” she said. “It tends to be a little younger, more grassroots, renegade and they might not be receptive to traditional advertising.”