<PAGE>


                     U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                              Washington,  DC  20549

                                   FORM  10QSB

           /X/  QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
                        SECURITIES  EXCHANGE  ACT  OF  1934

                  For  the  quarterly  period  ended  September  28,  2002
                                 --------------

                                       OR

          /__/  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
                        SECURITIES  EXCHANGE  ACT  OF  1934

 For  the transition period from _______________________ to ____________________

                           Commission  File  No.  0-25507
                                               -------

                                  iPARTY  CORP.
                                  ------------
             (Exact  name  of small business issuer as specified in its charter)

              Delaware                                    76-0547750
              --------                                    ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation  of  organization)

                    1457 VFW Parkway West Roxbury, MA 02132
              -----------------------------------------------------
                    (Address of principal executive offices)

       Issuer's  telephone  number,  including  area  code:  (617)  323-0822

 ------------------------------------------------------------------------------
         (Former  name  or  former  address,  if  changed  since  last  report.)

     Check whether the registrant filed all documents and reports required to be
filed  by  Section  12,  13  or  15(d)  of  the  Exchange  Act.
                                  Yes  X    No  ___

                  Transitional  small  business  disclosure  format

                                    Yes    No  X


      On  November  4,  2002  there  were  16,996,570 shares of the Registrant's
common  stock,  $.001  par  value,  issued  and  outstanding.





                                                                          Page 1
<PAGE>


                                     iPARTY CORP.


                         Quarterly  Report  on  Form  10QSB

                                Table  of  Contents

                                                                            PAGE

PART  I   FINANCIAL  INFORMATION

Item  1.     Consolidated  Financial  Statements  (Unaudited)                3

             Notes  to  Consolidated  Financial  Statements  (Unaudited)     6

Item  2.     Management's  Discussion  and  Analysis  of                     12
             Financial    Condition  and  Results  of  Operations

Item  3.     Controls  and  Procedures                                       16


PART  II  OTHER  INFORMATION

Item  6.     Exhibits  and  Reports  on  Form  8-K                           17

SIGNATURES                                                                   18












                                                                          Page 2
<PAGE>



                                  IPARTY CORP.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 28,    DECEMBER 29,
                                                                                           2002
                                                                                           ----
                                     ASSETS                                            (UNAUDITED)          2001
                                                                                        -----------         ----
Current assets:
<S>                                                                                         <C>            <C>
  Cash and cash equivalents                                                            $  2,339,705   $  2,399,084
  Cash, restricted                                                                          513,203        667,957
  Accounts receivable                                                                       531,788        541,703
  Inventory                                                                              11,381,929      9,282,852
  Prepaid expenses and other assets                                                         331,309        337,997
                                                                                       -------------  -------------
    Total current assets                                                                 15,097,934     13,229,593

  Property and equipment, net                                                             1,270,639        979,042
  Other assets                                                                              332,381        324,583
                                                                                       -------------  -------------

Total assets                                                                           $ 16,700,954   $ 14,533,218
                                                                                       =============  =============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                     $  5,210,275   $  2,636,160
  Accrued expenses                                                                        1,559,405      2,122,748
  Current portions of capital lease obligations                                             235,520        274,012
  Line of credit                                                                          5,313,744      3,354,977
                                                                                       -------------  -------------
    Total current liabilities                                                            12,318,944      8,387,897

Long-term liabilities:
  Capital lease obligations, net of current portions                                        102,883        260,338
  Other  liabilities                                                                        671,007        576,414
                                                                                       -------------  -------------
  Total long term liabilities                                                               773,890        836,752

Commitments and contingencies

Stockholders' equity: (Note 3)
  Preferred stock - $.001 par value; 10,000,000 shares authorized:
    Series A preferred stock - 1,000,000 shares issued and outstanding                        1,000          1,000

    Series B preferred stock - 1,001,153 and 1,118,559 shares issued and outstanding          1,001          1,119
    Series C preferred stock - 145,198 shares issued and outstanding                            145            145
    Series D preferred stock - 362,996 shares issued and outstanding                            363            363
    Series E preferred stock - 466,673 and 533,333 shares issued and outstanding                467            533
    Series F preferred stock - 114,286 shares issued and outstanding                            114            114
  Common stock - $.001 par value; 150,000,000 shares authorized;
      16,972,770 and 15,122,675 shares issued and outstanding                                16,973         15,123
  Additional paid in capital                                                             64,659,196     64,484,707
  Accumulated deficit                                                                   (61,071,139)   (59,194,535)
                                                                                       -------------  -------------

      Total stockholders' equity                                                          3,608,120      5,308,569
                                                                                       -------------  -------------

Total liabilities and stockholders' equity                                             $ 16,700,954   $ 14,533,218
                                                                                       =============  =============
</TABLE>


    The accompanying Notes are an integral part of these Consolidated Financial
                                   Statements.



                                                                        Page 3
<PAGE>


                                            IPARTY CORP.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                              <C>               <C>                     <C>           <C>


                                              FOR THE THREE MONTHS ENDED                FOR THE NINE MONTHS ENDED
                                         SEPTEMBER 28, 2002   SEPTEMBER 29, 2001      SEPTEMBER 28, 2002 SEPTEMBER 29, 2001
                                         ------------------   ------------------      ------------------ ------------------
                                             (UNAUDITED)        (UNAUDITED)            (UNAUDITED)   (UNAUDITED)
                                             -----------        -----------            -----------   -----------
Revenues                                     $10,901,242        $10,355,272            $34,571,758   $31,553,751
                                             ------------       ------------           -----------  ------------
Operating costs:
   Cost of products sold                      6,635,891         6,321,804               20,956,836    19,251,924
   Marketing and sales                        3,865,553         3,370,746               11,026,078    10,282,471
   Product and technology development           458,632           451,030                1,375,148     1,539,172
   General and administrative                   833,166         1,011,461                2,568,188     2,862,996
   Special charge                               201,465                 -                  201,465             -
   Restructuring income                               -                 -                        -      (122,534)
   Non-cash compensation expense                      -            85,490                        -       285,118
                                           ------------      ------------             ------------   ------------

Operating loss                              (1,093,465)         (885,259)               (1,555,957)    (2,545,396)

  Interest income                                  430            23,173                     7,083       110,222
  Interest expense                            (112,569)         (185,034)                 (327,730)     (464,941)
                                           ------------      ------------              ------------  ------------

Net  loss                                  $(1,205,604)      $(1,047,120)              $(1,876,604)  $(2,900,115)
                                           ============      ============              ============  ============

Basic and diluted loss per share           $     (0.07)      $     (0.08)              $     (0.12)  $     (0.22)
                                           ============      ============              ============  ============

Weighted average shares outstanding         16,399,768        13,559,624                15,948,021    13,104,496
                                           ============      ============              ============  ============
</TABLE>

    The accompanying Notes are an integral part of these Consolidated Financial
                                   Statements.



                                                                          Page 4
<PAGE>

                                   IPARTY CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                               FOR THE NINE MONTHS ENDED
                                                             SEPTEMBER 28,   SEPTEMBER 29,
                                                                 2002          2001
                                                              ------------  ------------
                                                              (UNAUDITED)   (UNAUDITED)
                                                              ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>           <C>
  Net loss                                                    $(1,876,604)  $(2,900,115)

  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Depreciation and amortization                                 426,779       404,726
    Non-cash portion of special charge                            171,465             -
    Non-cash compensation expense                                       -       285,119
    Deferred rent                                                  81,273       157,461
    Changes in operating assets and liabilities:
      Accounts receivable                                           9,915       454,202
      Inventory                                                (2,099,077)   (3,273,709)
      Prepaid expenses and other assets                            (1,110)     (295,869)
      Accounts payable                                          2,574,115     2,031,711
      Accrued severance and restructuring expenses                      -      (741,753)
      Accrued expenses and other liabilities                     (550,023)       78,279
                                                              ------------  ------------
    Net cash used in operating activities                      (1,263,267)   (3,799,948)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property and equipment                             (710,359)     (585,393)
  Decrease in restricted cash                                     154,754        29,062
                                                              ------------  ------------
    Net cash used in investing activities                        (555,605)     (556,331)
                                                              ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Net borrowings from line of credit                            1,958,767     2,509,268
  Payments on capital lease obligations                          (203,964)     (178,726)
  Proceeds from exercise of stock options                           4,690             -
                                                              ------------  ------------
    Net cash provided by financing activities                   1,759,493     2,330,542
                                                              ------------  ------------

Net decrease in cash and cash equivalents                         (59,379)   (2,025,737)

Cash and cash equivalents, beginning of period                  2,399,084     5,002,254
                                                              ------------  ------------

Cash and cash equivalents, end of period                      $ 2,339,705   $ 2,976,517
                                                              ============  ============

Cash paid for:
  Interest expense                                            $   327,730   $   464,941
                                                              ============  ============

Supplemental disclosure of non-cash financing activities:
  Conversion of Series B preferred stock to common stock              118         1,860
                                                              ============  ============
  Conversion of Series E preferred stock to common stock               66             -
                                                              ============  ============

  Acquisition of property and equipment under capital leases  $     8,017   $   184,840
                                                              ============  ============

</TABLE>

The accompanying Notes are an integral part of these Consolidated Financial
                                   Statements.

                                                                          Page 5
<PAGE>


                                 iPARTY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 2002
                                  (Unaudited)

1.  THE  COMPANY

     The  Company's  efforts are devoted to the sale of party goods and services
through  retail  stores  and  the  Internet.  The Company's 35 retail stores are
located throughout New England with three stores located in Florida. The Company
was  originally  launched  as  an  Internet-based  merchant  of  party goods and
services.  On  August  3, 2000, iParty Retail Stores Corp. ("iParty Retail") was
incorporated  as a wholly owned subsidiary of iParty Corp. to operate a chain of
retail  stores  selling party goods.  On August 15, 2000, iParty Retail acquired
certain  assets  from The Big Party Corporation ("The Big Party"). iParty Retail
acquired inventory, fixed assets and assumed the leases of 33 retail stores from
The  Big  Party  in consideration of cash and assumption of certain liabilities.
The  Big Party filed for bankruptcy protection during the second quarter of 2000
and the acquisition was approved by the United States Bankruptcy Court, District
of  Delaware.


2.  UNAUDITED  INTERIM  FINANCIAL  INFORMATION:

     The interim consolidated financial statements as of September 28, 2002 have
been  prepared  by  the  Company  pursuant  to  the rules and regulations of the
Securities  and Exchange Commission (the "SEC") for interim financial reporting.
These  consolidated  statements are unaudited and, in the opinion of management,
include  all  adjustments  (consisting  of  normal  recurring  adjustments  and
accruals)  necessary  to  present  fairly  the  consolidated  balance  sheets,
consolidated  operating  results,  and  consolidated  cash flows for the periods
presented  in  accordance  with  generally  accepted  accounting principles. The
consolidated  balance  sheet  at  December  29,  2001  has been derived from the
audited  consolidated  financial  statements at that date. Operating results for
the  three and nine months ended September 28, 2002 may not be indicative of the
results  for  the  year  ending  December  28,  2002.

     The  Company's  operations,  in common with other retailers, are subject to
seasonal  influences. Historically, the Company has realized more of its revenue
and  net  earnings  in  the  fourth fiscal quarter, which includes the Halloween
season,  than  in  any  other  fiscal  quarter.  The net earnings of any interim
quarter  are  seasonally disproportionate to net sales since certain selling and
administrative expenses are relatively fixed during the year. Therefore, interim
results  should  not be relied upon as necessarily indicative of results for the
entire  fiscal  year.

     Certain information and footnote disclosures normally included in financial
statements  prepared in accordance with generally accepted accounting principles
have been omitted in accordance with the rules and regulations of the SEC. These
consolidated financial statements should be read in conjunction with the audited
consolidated  financial  statements,  and  accompanying  notes,  included in the
Company's  Annual  Report  on  Form 10-KSB for the year ended December 29, 2001.


3.      SPECIAL  CHARGE  AND  STOCKHOLDERS'  EQUITY

     On  October  31,  2002  the  Company  filed  a Report on Form 8-K to notify
shareholders  that  that  the  Company had incorrectly applied the anti-dilution
provisions  of  its Series B, C and D Convertible Preferred Stock (the "Affected
Preferred  Stock")  in  conjunction  with  dilutive  financings  in  August  and
September  2000.

     The  Company  has determined that it inadvertently issued additional shares
of Affected Preferred Stock, instead of adjusting the Affected Preferred Stock's
conversion  ratios.  The  Company also miscalculated the number of common shares
issuable  upon  conversion  of  the  Affected  Preferred  Stock.

     The  Company  has  also reviewed the anti-dilution provisions of certain of
its  warrants  to purchase common stock that were issued in conjunction with the


                                                                          Page 6
<PAGE>

Affected  Preferred  Stock  (the "Affected Warrants") and has determined that it
mistakenly  issued  additional  warrant  certificates,  instead of adjusting the
Affected  Warrants'  conversion ratios. The warrant calculations also mistakenly
omitted the dilutive effect of a warrant issued by the Company in December 1999.

     Based  on  preliminary calculations as of October 30, 2002 that are subject
to  further adjustment, the Company estimates that the result of these errors in
applying  the  anti-dilution  provisions  of  the  Affected  Preferred Stock and
Affected  Warrants  is  as  follows:

-    Beginning  in  September  2000, the Company believed and treated holders of
     Affected  Preferred  Stock  as  if  they were entitled to approximately 2.3
     million  more  common  shares  upon  conversion of their Affected Preferred
     Stock  than they were in fact entitled to. Of this overstated amount, since
     October  2000,  590,602  common shares have been issued upon conversions of
     shares  of  Affected  Preferred  Stock  and  sold in the public market (the
     "Overissued  Shares").

-    Beginning  in  September  2000, the Company believed and treated holders of
     Affected  Warrants  as if they were entitled to approximately 100,000 fewer
     common  shares  upon  exercise of their Affected Warrants than they were in
     fact  entitled  to.  None  of  the Affected Warrants have been exercised to
     date.

     The  Company's  Board  of  Directors  has  ratified  the  issuance  of  the
Overissued Shares. These estimated numbers remain subject to a final calculation
of  the  Company's anti-dilution adjustments to retroactively apply the dilutive
effect  caused  by the issuance of the Overissued Shares on the remaining shares
of  the Affected Preferred Stock, the Affected Warrants and the Company's Series
E  and  Series  F  Convertible  Preferred  Stock.

     The  impact of these matters is not expected to require the Company to make
any  changes to previously reported earnings and earnings per share.  The impact
of  the  common stock equivalents does not impact diluted loss per share for the
three  months  ended  September 28, 2002 since the Company recognized a loss and
common  stock  equivalents  are thereby excluded from the diluted loss per share
calculation.

     The  Company  has  recorded  a  special  charge  for the three months ended
September  28,  2002 in the amount of $201,465, which includes a non-cash charge
of approximately $171,000 for the Overissued Shares and approximately $30,000 of
professional  fees  incurred  through  September  28,  2002.

     The Company has not adjusted the amount of shares of the Affected Preferred
Stock  in  the  accompanying  balance  sheet  as of September 28, 2002 since the
shares  are  subject  to  final  calculation.


4.  LINE  OF  CREDIT:

     On  May  23,  2002  the  Company  amended  its existing line of credit (the
"line").  The amendment extended the term of the line through July 2004, reduced
the  minimum  interest  rate  from  8%  to 6.5% and replaced operating financial
covenants  with a financial covenant requiring minimum availability. The amended
line  allows  for  borrowings equal to the lesser of $7,500,000 or the borrowing
base,  as defined, which is secured by the Company's inventory and other assets,
and  expires  on  July 31, 2004. As of September 28, 2002, and December 29, 2001
the  Company  had $5,313,744 and $3,354,977, respectively, outstanding under the
line of credit. The outstanding balances under the line of credit are classified
as current liabilities in the accompanying consolidated balance sheets since the
Company  is  required  to  apply  daily  lock  box receipts to reduce the amount
outstanding.  At September 28, 2002, the Company had approximately $1,000,000 of
additional  availability  under  the  line  of  credit.

          Interest  on  the  amended line of credit is payable at the greater of
the  bank's  base  rate  plus  1%,  or  6.5%  at  September  28,  2002.


                                                                          Page 7
<PAGE>

     The  amended  agreement  includes  a  financial covenant based upon minimum
availability  in the amount of $300,000 at month end. At September 28, 2002, the
Company  was  in  compliance  with  this  financial  covenant.

5.  SEGMENT  REPORTING:

     SFAS  No.  131,  "Disclosures  About  Segments of an Enterprise and Related
Information"  establishes  standards  for  the  way  business enterprises report
information about operating segments in annual financial statements and requires
that  those  enterprises report selected information about operating segments in
interim  financial  reports  issued  to  shareholders.

     Operating  segments represent components of the Company's business that are
evaluated  regularly  by  management  in  assessing the performance and resource
allocation.  The  Company has determined that its reportable segments consist of
retail  operations  and  Internet  operations.

     The retail operations include the sales and related expenses from 35 retail
stores  located  throughout  New  England  and  Florida:  with  19  stores  in
Massachusetts;  five  in  Connecticut,  three  in  Rhode  Island,  four  in  New
Hampshire,  one  in  Maine  and  three  in  Florida.

     The  Internet  operations  include  the sales and related expenses from the
Internet  website.

     The  reporting  segments  follow  the same accounting policies used for the
Company's  consolidated  financial statements and are described in the Company's
Form  10-KSB.  Management  evaluates  a  segment's  performance  based  upon net
revenue,  operating  income (loss) and net loss.  Inter-segment transactions are
uncommon and not material. Therefore, they have not been separately reflected in
the  financial table below. The totals of the reportable segments' revenues, net
profits  and assets agree with the Company's comparable amounts contained in the
financial  statements.  Revenues from customers outside of the United States are
not  material.  No  one  customer  accounts  for  more than 10% of the Company's
consolidated  revenue

     The  Company's  financial data for segment reporting for the three and nine
months  ended  September  28,  2002  and  September  29,  2001  are  as follows:

<TABLE>
<CAPTION>
                                       Three months ended                         Three months ended
                                       September 28, 2002                         September 29, 2001
                                      --------------------                       --------------------
<S>                <C>                   <C>                   <C>           <C>          <C>           <C>
                Internet              Retail                Total         Internet     Retail        Total
                --------------------  --------------------  ------------  -----------  ------------  ------------
Net revenue     $           138,052   $        10,763,190   $10,901,242   $  204,264   $10,151,008   $10,355,272
                ====================  ====================  ============  ===========  ============  ============

Operating loss  $          (175,253)  $          (918,212)  $(1,093,465)  $ (215,107)  $  (670,152)  $  (885,259)
                ====================  ====================  ============  ===========  ============  ============

Net loss        $          (176,911)  $        (1,028,693)  $(1,205,604)  $ (202,114)  $  (845,006)  $(1,047,120)
                ====================  ====================  ============  ===========  ============  ============

Total assets    $           315,895   $        16,385,059   $16,700,954   $2,313,896   $15,270,401   $17,584,297
                ====================  ====================  ============  ===========  ============  ============

Deprec/amort    $            46,717   $           106,102   $   152,819   $  140,446   $    66,446   $   206,892
                ====================  ====================  ============  ===========  ============  ============

Capital exp.    $                 -   $           408,117   $   408,117   $        -   $    23,252   $    23,252
                ====================  ====================  ============  ===========  ============  ============
</TABLE>

                                                                          Page 8
<PAGE>
<TABLE>
<CAPTION>
                                  Nine Months ended                          Nine Months ended
                                 September 28, 2002                          September 29, 2001
                                --------------------                        --------------------
<S>                <C>                   <C>                   <C>           <C>           <C>           <C>
                    Internet              Retail                Total         Internet      Retail        Total
                --------------------  --------------------  ------------  ------------  ------------  ------------

Net revenue      $       34,571,758   $           459,097   $34,112,661   $   693,768   $30,859,983   $31,553,751
                ====================  ====================  ============  ============  ============  ============
Operating Loss  $          (496,226)  $        (1,059,731)  $(1,555,957)  $  (882,099)  $(1,663,297)  $(2,545,396)
                ====================  ====================  ============  ============  ============  ============

Net loss        $          (497,269)  $        (1,379,335)  $(1,876,604)  $  (795,518)  $(2,104,597)  $(2,900,115)
                ====================  ====================  ============  ============  ============  ============


Total assets    $           315,895   $        16,385,059   $16,700,954   $ 2,313,896   $15,270,401   $17,584,297
                ====================  ====================  ============  ============  ============  ============

Deprec/amort    $           148,190   $           278,589   $   426,779   $   581,270   $   108,575   $   689,845
                ====================  ====================  ============  ============  ============  ============

Capital exp.    $                 -   $           710,359   $   710,359   $     2,025   $   583,368   $   585,393
                ====================  ====================  ============  ============  ============  ============

</TABLE>

6.  EARNINGS  PER  SHARE:

     The  Company  has  computed  net income (loss) per share in accordance with
SFAS  No.  128,  Earnings per Share. Under the provisions of SFAS No. 128, basic
net  income  (loss)  per  common share ("Basic EPS") is computed by dividing net
income  (loss)  by  the  weighted  average  number of common shares outstanding.
Diluted  net  income  (loss)  per  common  share  ("Diluted EPS") is computed by
dividing  net  income (loss) by the weighted average number of common shares and
dilutive  common  share  equivalents  then  outstanding using the treasury-stock
method.

     The  following table sets forth the calculation of the diluted earnings per
share  for  the  periods  noted:

<TABLE>
<CAPTION>
                                           Three months ended                       Nine months ended
                              September 28, 2002    September 29, 2001    September 28, 2002    September 29, 2001
                            --------------------  --------------------  --------------------  --------------------
<S>                                <C>                   <C>                   <C>                   <C>
Net loss                    $        (1,205,604)  $        (1,047,120)  $        (1,876,604)  $       (2,900,115)
Weighted average shares:
Basic and diluted                    16,399,768            13,559,624            15,948,021            13,104,496

Loss per share:
Basic and diluted           $             (0.07)  $             (0.08)  $             (0.12)  $            (0.22)
                            ====================  ====================  ====================  ====================
</TABLE>

7.  RESTRUCTURING  COSTS:

     In fiscal 2000, the Company decided to close its New York City headquarters
and  transfer  this operation to its Boston, Massachusetts location.  As part of
its  operating  expenses,  the  Company  recorded  $1,093,328  of  restructuring
expenses  related  to this facility closure in 2000.  These costs were primarily
related  to  severance  for a group of employees and other exit costs related to
closing  the  New  York  facility.

     During  the  quarter ended June 30, 2001, due to the substantial completion
of  the actions of the 2000 restructuring plan, the Company reevaluated its 2000
restructuring accrual.  As a result of this review certain costs associated with
the  close  of  the  New  York  City headquarters were no longer required.  This
resulted  from the elimination of certain planned actions as well as the Company
successfully negotiating certain closing costs.  As such, the Company recognized
a  restructuring  credit of $122,534, which affected the Internet segment.  This
credit  is reflected in "Restructuring income" in the Consolidated Statements of
Operations.


                                                                          Page 9
<PAGE>

8.  COMMITMENTS  AND  CONTINGENCIES:

     Pursuant  to  an  Asset Purchase Agreement (the "Purchase Agreement") dated
August 2, 2000, as amended, the Company purchased from The Big Party, Debtor and
Debtor-in-Possession,  33  retail  locations  and  the  assets  located therein,
including  inventory.  The  Company  and  The  Big  Party  were  in disagreement
concerning  the  value  of the inventory. In addition, the parties established a
$100,000  escrow  of  funds  paid  under  the  agreement  as security for rental
payments  and  other  adjustments  due,  and  the  parties  were  in discussions
concerning the portion thereof which belongs to the Company. The Big Party filed
a complaint in the U.S. Bankruptcy Court for the District of Delaware in January
2001  seeking  payment  of  $625,568  on account of the inventory.  Both parties
agreed  to a settlement amount of $357,500 in October 2001.  The U.S. Bankruptcy
Court  for  the  District  of Delaware approved the settlement in November 2001.
The  settlement  amount,  which was adequately reserved for, was paid in January
2002.

     In  addition,  the Purchase Agreement included an earnout provision whereby
the  Company  would  pay  to  the  Big  Party a contingent amount based upon the
operating  results  of  the  33 retail locations for fiscal years 2001, 2002 and
2003. The earnout provision included a minimum payment of $250,000 if the retail
locations  do  not  exceed the performance measurements as defined. The $250,000
minimum  payout  due March 30, 2004, is included in long-term liabilities in the
Company's  consolidated  balance  sheet.  The  retail locations did not meet the
performance  criteria  as  defined  for  fiscal  year  2001 and, as a result, no
additional  amount  was  accrued.


9.   RECENTLY  ISSUED  ACCOUNTING  STANDARDS:

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  141,  Business Combinations and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS 141 requires business combinations initiated after June 30, 2001 to
be  accounted  for  using  the  purchase method.  It also specifies the types of
acquired  intangible  assets  required  to be recognized and reported separately
from  goodwill.  SFAS  No. 142 requires that goodwill and certain intangibles no
longer  be  amortized,  but  instead be tested for impairment at least annually.
SFAS  No. 142 was effective for the Company on January 1, 2002.  The adoption of
SFAS  Nos. 141 and 142 did not have a material impact on the Company's financial
position or results of operations, because it currently has no goodwill or other
intangible  assets  recorded.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets.  SFAS  No.  144  modifies  the  rules  for
accounting  for  the  impairment  of  long-lived  assets.  The  new  rules  were
effective for the Company January 1, 2002.  The adoption of SFAS No. 144 did not
have  a  material  impact  on  the  Company's  financial  position or results of
operations.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or Disposal Activities.  SFAS No. 146 addresses financial accounting
and  reporting  for  costs  associated  with  exit  or  disposal  activities and
nullifies  EITF  Issue  No.  94-3,  "Liability  Recognition for Certain Employee
Termination  Benefits  and  Other  Costs  to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  The principal difference between Statement
146  and Issue 94-3 relates to Statement 146's requirements for recognition of a
liability  for  a  cost associated with an exit or disposal activity.  Statement
146  requires  that  a  liability for a cost associated with an exit or disposal
activity  be  recognized  when  the  liability is incurred.  Under Issue 94-3, a
liability  for an exit cost as generally defined in Issue 94-3 was recognized at
the  date  of an entity's commitment to an exit plan.  SFAS No. 146 modifies the
rules for accounting for the impairment of long-lived assets.  The new rules are
effective for all exit or disposal activities initiated after December 31, 2002.
The  adoption  of  SFAS No. 146 is not expected to have a material impact on the
Company's  financial  position  or  results  of  operations.
                                                                         Page 10
<PAGE>


10.  INVENTORIES

     Inventories  consist  of party supplies and are valued at the lower of cost
or  market.  Cost  is determined using average weighted cost, which approximates
the  FIFO  (first  in  first  out)  method.


11.  RECLASSIFICATIONS

          Certain  amounts in the accompanying consolidated financial statements
have  been  reclassified  for  the nine month period ended September 28, 2001 to
permit  comparison  with  the  current  period  presentations.



                                                                         Page 11
<PAGE>

Item  2.           Management's  Discussion  and  Analysis

Overview:

     The  Company  intends  to  become  the  premier  multi-channel party supply
resource  with  distribution  on-line  and  in retail stores. On August 15, 2000
iParty  Retail  Stores  Corp.  purchased  assets  consisting of 33 store leases,
fixtures  and inventory from The Big Party Corporation. This enabled the Company
to  set  up  retail  operations  and  to become a multi-channel outlet for party
supplies. The Company currently operates 35 retail stores located throughout New
England  and in Florida.  The Company's web site, iParty.com site, a destination
for  party  goods  and  party  planning  was  launched  in  February  1999.

     The  Company's  operations,  in common with other retailers, are subject to
seasonal  influences. Historically, the Company has realized more of its revenue
and  net  earnings  in  the  fourth fiscal quarter, which includes the Halloween
season,  than  in  any  other  fiscal  quarter.  The net earnings of any interim
quarter  are  seasonally disproportionate to net sales since certain selling and
administrative expenses are relatively fixed during the year. Therefore, interim
results  should  not be relied upon as necessarily indicative of results for the
entire  fiscal  year.

Results  of  Operations:

Three  months  ended September 28, 2002 compared to three months ended September
29,  2001

     Revenue  includes the selling price of party goods sold, net of returns and
discounts.  Revenue  is  recognized  at the time of sale for retail sales and at
the  time  products  are  shipped  to customers for Internet sales. Consolidated
revenue for the three months ended September 29, 2002 and September 28, 2001 was
$10,901,242  and $10,355,272 respectively.  For the three months ended September
28,  2002  revenue  from  retail stores totaled $10,763,190 and revenue from the
Internet  totaled  $138,052.  For  the  three  months  ended  September 29, 2001
revenue from the retail stores totaled $10,151,008 and revenue from the Internet
totaled  $204,264.  The  increase  in  revenues  for  the  retail  stores  is
attributable  to  a  comparable store sales increase of 2.3% and the addition of
one  new  store  in March of 2002 and a second new store in September 2002.  The
decrease  in  revenue  for  the  Internet  is  attributable  to the reduction of
promotional  programs  in  2002.

     Cost  of  products  sold  consists  of  the  cost  of  merchandise  sold to
customers,  store  rent  and outbound shipping and handling costs charged to the
Company  by  its  Internet  fulfillment  partner,  Taymark. Consolidated cost of
products  sold  for  the three months ended September 28, 2002 and September 29,
2001  was  $6,635,891  or  60.9%  of revenue and $6,321,804 or 61.0% of revenue,
respectively.  For  the  three  months ended September 28, 2002 cost of products
sold  from  the retail stores totaled $6,530,498 or 60.7% of revenue and cost of
products  sold  from the Internet totaled $105,393 or 76.3% of revenue.  For the
three  months  ended  September  29,  2001 cost of products sold from the retail
stores totaled $6,158,330 or 60.7% of revenue and cost of products sold from the
Internet  totaled $163,474 or 80.0% of revenue. The decrease in cost of products
sold,  as  a  percentage  of  revenue, is primarily attributable to increases in
revenue  offsetting  fixed  store  rent  charges.

     Marketing  and  sales  expenses  consist  primarily  of advertising, public
relations  and  promotional  expenditures,  and  all related payroll and related
expenses  for  personnel  engaged in marketing and selling activities, including
store  payroll.  Consolidated  marketing and sales expenses for the three months
ended  September  28, 2002 and September 29, 2001 were $3,865,553 and $3,370,746
respectively.  For  the  three  months  ended  September 28, 2002, marketing and
sales  expenses for the retail stores totaled $3,850,898 and marketing and sales
expenses  for the Internet totaled $14,655. For the three months ended September
29,  2001  marketing and sales expenses for the retail stores totaled $3,494,514
and  marketing  and  sales  expense (income) for the Internet totaled $(123,768)
reflecting the successful negotiation of a previously expensed advertising item.
The increase in marketing and sales expenses is primarily attributable to normal
increases in retail store payroll, as well as the new stores opened in March and
September  of  2002.


                                                                         Page 12
<PAGE>

     Product  and technology development expenses consist principally of payroll
and  related expenses for product development, editorial, systems and operations
personnel  and  consultants, and systems infrastructure related to the Company's
Internet site.  Product and technology development expenses for the three months
ended  September  28,  2002  and  September  29, 2001 were $458,632 and $451,030
respectively.

     General  and administrative ("G&A") expenses consist of payroll and related
expenses  for executive, finance and administrative personnel, professional fees
and  other  general corporate expenses.  Consolidated G&A expenses for the three
months  ended  September  28,  2002  and  September  29,  2001 were $833,166 and
$1,011,461  respectively.  The  decrease  in  G&A expenses was attributable to a
reduction  in  mid-year  physical  inventory  fees.

     As  discussed  in  Note 3 to the Company's unaudited consolidated financial
statements, the Company has recorded a special charge for the three months ended
September  28,  2002 in the amount of $201,465, which includes a non-cash charge
of  approximately  $171,000  for  the  overissuance  of  590,602  common  shares
converted and sold into the market which resulted from the incorrect application
of  the  anti-dilution provisions of its Series B, C and D Convertible Preferred
Stock agreements and approximately $30,000 of professional fees incurred through
September  28,  2002.    Through  November  5,  2002  the  Company  has incurred
approximately  $175,000  in  additional  professional fees regarding this issue.
This  amount, and any additional fees incurred during the fourth quarter will be
recorded  as  a  special  charge  in  the  fourth  quarter.

     The  non-cash  compensation  expense  consists of the amortization of stock
options  granted  to  consultants  related  to the Internet operation.  Non-cash
compensation expense for the three months ended September 28, 2002 and September
29,  2001  was  $0  and  $85,490 respectively.  These consulting agreements were
terminated  on  December  28,  2001.

     Interest  income  on  cash  and cash equivalents for the three months ended
September  28,  2002 and September 29, 2001, was $430 and $23,173, respectively.
The  decrease  in  income  was due to lower cash and cash equivalent balances in
2002.

     Interest  expense  for  the  three  months  ended  September  28,  2002 and
September  29,  2001,  was  $112,569  and $185,034 respectively. The decrease in
interest  expense  was  attributable  to  the  reduction  of  the line of credit
interest  rate  under  the  amended  loan  agreement  and a reduction in average
borrowings  outstanding  during  the  period.

     During the three months ended September 28, 2002 and September 29, 2001 the
Company  did  not record any income tax benefit due to the uncertainty of future
taxable  income.

Nine months ended September 28, 2002 compared to nine months ended September 29,
2001

     Consolidated  revenue  for  the  nine  months  ended September 28, 2002 and
September  29,  2001 was $34,571,758 and $31,553,751 respectively.  For the nine
months  ended  September 28, 2002 revenue from retail stores totaled $34,112,661
and  revenue  from  the  Internet  totaled  $459,097.  For the nine months ended
September  29,  2001  revenue  from  the  retail  stores totaled $30,859,983 and
revenue  from  the  Internet totaled $693,768.  The increase in revenues for the
retail  stores  is attributable to a comparable store sales increase of 8.2% and
the  addition of one new store in March of 2002 and a second new store opened in
September 2002.  The decrease in revenue for the Internet is attributable to the
reduction  of  promotional  programs  in  2002.

     Consolidated  cost of products sold for the nine months ended September 28,
2002  and September 29, 2001 was $20,956,836 or 60.6% of revenue and $19,251,924
or  61.0% of revenue, respectively. For the nine months ended September 28, 2002
cost  of  products  sold  from the retail stores totaled $20,603,855 or 60.4% of
revenue and cost of products sold from the Internet totaled $352,981 or 76.9% of
revenue.  For  the  nine  months  ended September 29, 2001 cost of products sold

                                                                         Page 13
<PAGE>

from  the  retail  stores  totaled  $18,709,591  or 60.6% of revenue and cost of
products  sold  from  the  Internet  totaled  $542,333  or 78.2% of revenue. The
decrease  in  cost  of  products  sold  percentage  is primarily attributable to
increases  in  revenue  offsetting  fixed  store  rent  charges.

     Consolidated  marketing  and  sales  expenses  for  the  nine  months ended
September  28,  2002  and  September  29,  2001 were $11,026,078 and $10,282,471
respectively.  For the nine months ended September 28, 2002, marketing and sales
expenses  for  the  retail  stores  totaled  $10,976,555 and marketing and sales
expense  for  the  Internet totaled $49,523. For the nine months ended September
29,  2001 marketing and sales expenses for the retail stores totaled $10,365,351
and marketing and sales income for the Internet totaled $(82,880) reflecting the
successful  negotiation  of a previously expensed advertising item. The increase
in  marketing and sales expenses for the retail stores is primarily attributable
to  normal increases in retail store payroll, as well as the new store opened in
March  2002  and  the  new  store  opened  in  September  2002.

     Product  and  technology  development  expenses  for  the nine months ended
September  28,  2002  and  September  29,  2001  were  $1,375,148 and $1,539,172
respectively.  The  decrease in product and technology expenses was attributable
to  a  reduction  in consulting and website hosting fees related to the Internet
site.

     Consolidated  G&A expenses for the nine months ended September 28, 2002 and
September 29, 2001 were $2,568,188 and $2,862,996 respectively.  The decrease in
G&A  expenses  was attributable to a reduction in recruiting fees related to G&A
positions,  and  a  reduction  is  mid-year  physical  inventory  fees.

     As  discussed  in  Note 3 to the Company's unaudited consolidated financial
statements,  the Company has recorded a special charge for the nine months ended
September  28,  2002 in the amount of $201,465, which includes a non-cash charge
of  approximately  $171,000  for  the  overissuance  of  590,602  common  shares
converted  and sold into the market which resulted from incorrect application of
the  anti-dilution  provisions  of  its  Series B, C and D Convertible Preferred
Stock agreements and approximately $30,000 of professional fees incurred through
September  28,  2002.   Through  November  5,  2002  the  Company  has  incurred
approximately  $175,000  in  additional  professional fees regarding this issue.
This  amount,  and  any  additional  fees incurred in the fourth quarter will be
recorded  as  a  special  charge  in  the  fourth  quarter.

     Restructuring  income  consists  of the excess of amounts provided to close
our  New  York  office  over actual expenses incurred.  During the quarter ended
June  30,  2001,  due  to  the substantial completion of the actions of the 2000
restructuring  plan, the Company reevaluated its 2000 restructuring accrual.  As
a  result of this review certain costs associated with the close of the New York
City  headquarters  were no longer required.  This resulted from the elimination
of  certain  planned  actions  as  well  as the Company successfully negotiating
certain  closing  costs.  As  such,  the  Company has recognized a restructuring
credit  of  $122,534,  which  affected  the  Internet  segment.  This  credit is
reflected  in  "Restructuring  income"  in  the  Consolidated  Statements  of
Operations.

     The  non-cash  compensation  expense  consists of the amortization of stock
options  granted  to  consultants  related  to the Internet operation.  Non-cash
compensation  expense for the nine months ended September 28, 2002 and September
29,  2001  was  $0 and $285,118, respectively.  These consulting agreements were
terminated  on  December  28,  2001.

     Interest  income  on  cash  and  cash equivalents for the nine months ended
September  28,  2002  and  September  29,  2001,  was  $7,083  and  $110,222,
respectively.  The  decrease in income was due to lower cash and cash equivalent
balances  in  2002.

     Interest expense for the nine months ended September 28, 2002 and September
29,  2001,  was  $327,730  and  $464,941  respectively. The decrease in interest
expense  was  attributable  to the reduction of the line of credit interest rate
under  the  amended  loan  agreement  and  a  reduction  in  average  borrowings
outstanding  during  the  period.

     The Company has not provided a benefit for income taxes for the nine months
ended September 28, 2002 and September 29, 2001 due to the uncertainty of future
taxable  income.


                                                                         Page 14
<PAGE>

     As  of  December  29,  2001,  the  Company has estimated net operating loss
carryforwards  of  approximately  $27,090,000 which begin to expire through 2021
and  are  subject  to  review  and  possible  adjustment by the Internal Revenue
Service.  The  United States Tax Reform Act of 1986 contains provisions that may
limit  the  net  operating  loss carryforwards available to be used in any given
year  under  certain  circumstances,  including significant changes in ownership
interests.  The  Company has recorded a valuation allowance against its deferred
tax  assets  because  of  the  uncertainty  regarding  their  realizability.


Liquidity  and  Capital  Resources:

     The  Company  had  $2,339,705  in  cash  and  cash  equivalent  balances at
September  28, 2002. Restricted cash balances represent funds deposited in store
depository  accounts  which  will  be  wired  directly  to  reduce  outstanding
borrowings  on the line of credit. The Company used cash in operating activities
for  the  nine  months  ended September 28, 2002 and September 29, 2001 totaling
$1,263,267  and  $3,799,948  respectively. The decrease was due primarily to the
reduced  net  loss  and  decreased inventory purchases for the nine months ended
September  28,  2002.  In  addition,  the  Company invested cash in property and
equipment, primarily related to new store development expenditures, for the nine
months  ended  September  28,  2002 and September 29, 2001 totaling $710,359 and
$585,393  respectively. For the nine months ended September 28, 2002 the Company
increased  borrowings  under  its  line  of credit by $1,958,767. The Company is
actively  engaged  in  planning  for  additional  new  stores in future periods.

     On  May  23,  2002  the  Company  amended  its existing line of credit (the
"line").  The amendment extended the term of the line through July 2004, reduced
the  minimum  interest  rate  from  8%  to 6.5% and replaced operating financial
covenants  with a financial covenant requiring minimum availability. The amended
line  allows  for  borrowings equal to the lesser of $7,500,000 or the borrowing
base,  as defined, which is secured by the Company's inventory and other assets,
and  expires  on  July 31, 2004. As of September 28, 2002, and December 29, 2001
the  Company  had $5,313,744 and $3,354,977, respectively, outstanding under the
line of credit. The outstanding balances under the line of credit are classified
as current liabilities in the accompanying consolidated balance sheets since the
Company  is  required  to  apply  daily  lock  box receipts to reduce the amount
outstanding.  At September 28, 2002, the Company had approximately $1,000,000 of
additional  availability  under  the  line  of  credit.

     The  amended  agreement  includes  a  financial covenant based upon minimum
availability  in the amount of $300,000 at month end. At September 28, 2002, the
Company  was  in  compliance  with  this  financial  covenant.

          Interest on the line of credit is payable at the greater of the bank's
base  rate  plus  1%,  or  6.5%  at  September  28,  2002.

     The  Company  believes,  based  on currently proposed plans and assumptions
relating  to its operations, that the net proceeds from prior equity financings,
together  with anticipated revenues from operations and the line of credit, will
be  sufficient  to  fund  its operations and working capital requirements for at
least twelve months. In the event that the Company's plans or assumptions change
or  prove  inaccurate  (due  to  unanticipated  expenses, increased competition,
unfavorable  economic conditions, or other unforeseen circumstances) the Company
could  be  required to seek additional financing sooner than currently expected.
There  can  be no assurance that such additional funding will be available or if
available,  that  the  terms  of  such  additional financing will be acceptable.


Critical  Accounting  Policies

     We  considered  the  disclosure  requirements  of  FR-60 regarding critical
accounting policies and FR-61 regarding liquidity and capital resources, certain
trading  and  related  party/certain  other  disclosures,  and concluded nothing
materially  changed  during  the  quarter  that would warrant further disclosure
under  these  releases.

                                                                         Page 15
<PAGE>

Safe  Harbor  Statement:

     Certain  statements  in  this  Form 10QSB, including information set forth
under Item 2 "Management's Discussion and Analysis", constitute "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  (the  "Act").  The  words  "anticipates,"  "believes,"  "estimates,"
"expects,"  "plans,"  "intends"  and  other  similar expressions are intended to
identify  these  forward-looking  statements, but are not the exclusive means of
identifying  them.  We  desire  to  avail  ourselves  of  certain  "safe harbor"
provisions of the Act and are therefore including this special note to enable us
to  do  so. Forward-looking statements included in this Form 10QSB or hereafter
included  in  other  publicly  available documents filed with the Securities and
Exchange  Commission,  reports  to our stockholders and other publicly available
statements  issued  or  released  by  us  involve  known  and  unknown  risks,
uncertainties,  and  other  factors  which  could  cause  our  actual  results,
performance  (financial  or operating) or achievements to differ from the future
results,  performance  (financial  or  operating)  or  achievements expressed or
implied  by  such forward looking statements. Such future results are based upon
our  best estimates based upon current conditions and the most recent results of
operations.  Various  risks,  uncertainties  and  contingencies  could cause our
actual  results,  performance  or  achievements  to differ materially from those
expressed  in,  or  implied by, these statements, including, but not limited to,
the  following:  the success or failure of our efforts to implement our business
strategy; our inability to obtain additional financing, if required; third-party
suppliers'  failure to fulfill their obligations to us; intense competition; the
legal  effect  and accounting treatment of certain expected Company actions with
respect  to  the  overissuance  and  ratification of shares of common stock; the
actions of third parties that are beyond our control; the failure of our systems
or those of our third-party suppliers; government regulation of the Internet and
the effects of adverse changes in overall economic conditions affecting consumer
activity.

Item  3.  Controls  and  Procedures

     Within  the  90  days prior to the date of this report, the Company carried
out  an  evaluation,  under  the  supervision  and with the participation of the
Company's  management, including the Company's Chief Executive Officer and Chief
Financial  Officer,  of  the  effectiveness  of  the design and operation of the
Company's  disclosure  controls  and  procedures  pursuant to Rule 13a-14(c) and
15d-14(c)  under  the Securities Exchange Act of 1934.  Based on their review of
the  Company's  disclosure  controls and procedures, the Chief Executive Officer
and  Chief  Financial  Officer  have  concluded  that  the  Company's disclosure
controls  and  procedures  are  effective  in  timely  alerting them to material
information  relating  to  the  Company  that  is required to be included in the
Company's  periodic  SEC  filings.

Internal  Controls  and  Procedures:

     There  have  been no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the  date  of  the  Company's  evaluation.




                                                                         Page 16
<PAGE>


PART  II  OTHER  INFORMATION-OPEN  PENDING  STOCK  ISSUES


Item  6.  Exhibits  and  Reports  on  Form  8-K

     On  October  31,  2002  the  Company  filed  a report on Form 8-K reporting
certain  adjustments to the conversion rates applicable to certain series of its
convertible  preferred  stock and warrants and the ratification by the Company's
Board  of  Directors  of  certain  issuances  of  Company  common  stock.



                                                                         Page 17
<PAGE>

                                   SIGNATURES

     In accordance with requirements of the Securities Exchange Act, the Company
has  duly  caused  this  report  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.

                                                  iPARTY  CORP.

Dated:     November  6,  2002                     By: /s/  Sal  Perisano
                                                    ----------------------------
                                                       Sal  Perisano
                                                       Chief  Executive  Officer

                                                  By:  /s/  Patrick  Farrell
                                                    ----------------------------
                                                       Patrick  Farrell
                                                       President  &  Chief
                                                       Financial Officer



                                                                         Page 18
<PAGE>

                        QUARTERLY CERTIFICATION PURSUANT
                              TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF  2002


I,  Sal  Perisano,  certify  that:

1.     I  have  reviewed  this  quarterly report on Form 10QSB of iParty Corp.;

2.     Based  on my knowledge, this quarterly 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 quarterly
report;

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

 4.     The  registrant's  other  certifying  officer  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

        a)  Designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

        b)  Evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

        c)  Presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
or  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

        a)  All  significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

        b)  Any  fraud,  whether  or  not  material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  November  6,  2002                    /s/  Sal  Perisano
                                             ------------------
                                                  Sal  Perisano
                                                  Chief  Executive  Officer



                                                                         Page 19
<PAGE>
                        QUARTERLY CERTIFICATION PURSUANT
                              TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF  2002

I,  Patrick  Farrell,  certify  that:

1.     I  have  reviewed  this  quarterly report on Form 10QSB of iParty Corp.;

2.     Based  on my knowledge, this quarterly 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 quarterly
report;

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

 4.     The  registrant's  other  certifying  officer  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a)     Designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

     b)     Evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)     Presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
or  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

     a)     All  significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)     Any  fraud,  whether  or  not  material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  November  6,  2002                    /s/  Patrick  Farrell
                                             ---------------------
                                                  Patrick  Farrell
                                                  President  and  Chief
                                                  Financial Officer

                                                                         Page 20
<PAGE>
                          CERTIFICATION  PURSUANT  TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTON 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the Quarterly Report of iParty Corp (the "Company") on
Form  10QSB  for  the period ending June 29, 2002, as filed with the Securities
and  Exchange  Commission  on  the date hereof (the "Report"), I the undersigned
Chief  Executive  Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and  result of operations of the
Company.



/s/  Sal  Perisano
------------------
Sal  Perisano
Chief  Executive  Officer
November  6,  2002




                                                                         Page 21
<PAGE>

                           CERTIFICATION  PURSUANT  TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTON 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the Quarterly Report of iParty Corp (the "Company") on
Form  10QSB  for  the period ending June 29, 2002, as filed with the Securities
and  Exchange  Commission  on  the date hereof (the "Report"), I the undersigned
President  and  Chief  Financial  Officer of the Company certify, pursuant to 18
U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002,  that  to  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and  result of operations of the
Company.




/s/  Patrick  Farrell
---------------------
Patrick  Farrell
President  and  Chief  Financial  Officer
November  6,  2002







                                                                         Page 22
<PAGE>

<PAGE>