UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1







þ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the Quarterly Period Ended March 29, 2008





OR





 ̈ TRANSITION REPORT
PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the Transition Period from _______________ to _______________







Commission
File Number 1-15611




iPARTY
CORP.


(Exact
Name of Registrant as Specified in Its Charter)








Delaware
              (State
      or Other Jurisdiction of
                Incorporation
      or Organization)
            
            76-0547750

                (I.R.S.
      Employer
                Identification
      No.)270
      Bridge Street, Suite 301,
              Dedham,
      Massachusetts
                (Address
      of Principal Executive Offices)
            
            02026

                (Zip
      Code)







(781)
329-3952


(Registrant’s
Telephone Number, Including Area Code)








Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes þ No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o (Do
      not check if smaller reporting company)
            Smaller
      reporting company  þ




Indicate
by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act. Yes o No þ





As of May
2, 2008 there were 22,717,400 shares of common stock, $.001 par value,
outstanding.




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Explanatory
Note:
 
 This
Amendment No. 1 (the “Amendment”) amends iParty
Corp’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008
filed on May 9, 2008 (the “Original Filing”) to address
comments received from the Staff of the Securities and Exchange Commission
(“SEC Comments”). 
This Amendment provides revised certifications from our principal executive and
principal financial officers pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as amended, attached as Exhibits 31.1 and 31.2,
respectively, and a correction to our commission file number on the cover page
of the Original Filing. The remainder of the Original Filing is unchanged and is
not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as
of the filing date of the Original Filing and reflects only the provision of the
updated certifications as noted above and the correction to the cover page. No
other information included in the Original Filing, including the Company’s
financial statements and the footnotes thereto, has been modified or updated to
reflect any events that occurred subsequent to May 9, 2008.
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  SIGNATURES
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
   iPARTY
      CORP.By:
                  /s/ SAL
      PERISANOSal
      PerisanoChairman
      of the Board and Chief Executive Officer(Principal
      Executive Officer)






By:
              /s/ DAVID
      ROBERTSONDavid
      RobertsonChief
      Financial Officer(Principal
      Financial and Accounting Officer)Dated:
      June 2, 2008










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