<PAGE>


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

                                    FORM  10-QSB/A*
                                  (AMENDMENT NO. 1)

           /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.


      *Amendment  to  Part  I,  Item  1,  as  set  forth  herein.


-------------------------------------------------------------------------------
                                                                         Page 1
<PAGE>


                        EXPLANATORY NOTE TO FORM 10-QSB/A

We  are  filing  this Amendment No. 1 to our Quarterly Report on Form 10-QSB for
the  quarterly  period  ended  September  28,  2002  to  correct  an inadvertent
transposition  of  three  numbers  in  a  tabular  presentation  in the Notes to
Consolidated  Financial  Statements.

In  the  Form 10-QSB we originally filed on November 7, 2002, the dollar amounts
for  net  revenue  for the nine months ended September 28, 2002 reflected in the
second  table of Note 5 ("Segment Reporting") inadvertently transposed the first
three  numbers  in  the  first  row concerning our total net revenue and our net
revenue  from  our  retail  and internet segments in the nine month period. This
amendment  corrects  the  error  that  resulted in these three otherwise correct
dollar  amounts  being  placed  in  incorrect  columns.

In accordance with the rules of the Securities and Exchange Commission, the full
text  of  the  affected  Item  1 of Part I is included in this amendment and the
certifications  mandated  under  the  Sarbanes-Oxley  Act  of  2002  are  hereby
resubmitted  as  of  the  date  hereof.




-------------------------------------------------------------------------------
                                                                         Page 2
<PAGE>
PART  I   FINANCIAL  INFORMATION

Item  1.            Consolidated  Financial  Statements  (Unaudited)

                    And Notes to Consolidated Financial Statements (Unaudited)

                                  IPARTY CORP.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                                          <C>              <C>

                                                                                        SEPTEMBER 28,    DECEMBER 29,
                                                                                            2002             2001
                                                                                       ---------------  --------------
                                            ASSETS                                       (UNAUDITED)
                                                                                       ---------------

Current assets:
  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.



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                                                                         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, SEPTEMBER 29, SEPTEMBER 28, SEPTEMBER 29,
                                       ------------- ------------  ------------- -------------
                                           2002         2001            2002         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, 2002          SEPTEMBER 29, 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.

-------------------------------------------------------------------------------
                                                                         Page 6
<PAGE>

     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
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.

-------------------------------------------------------------------------------
                                                                         Page 7
<PAGE>

     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.

     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>

<S>                 <C>         <C>           <C>           <C>          <C>           <C>

                        Three months ended                     Three months ended
                        September 28, 2002                     September 29, 2001
                        ------------------                     ------------------
                 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>




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                                                                         Page 8
<PAGE>

<TABLE>
<CAPTION>

<S>                  <C>           <C>           <C>           <C>           <C>           <C>

                             Nine Months ended                 Nine Months ended
                             September 28, 2002               September 29, 2001
                             ------------------               ------------------

                  Internet       Retail        Total          Internet       Retail        Total
                ------------  -------------  -------------  ------------  -------------  --------------
Net revenue     $   459,097   $  34,112,661  $  34,571,758  $    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.


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                                                                         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.


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                                                                        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 29, 2001 to
permit  comparison  with  the  current  period  presentations.

--------------------------------------------------------------------------------
                                                                         Page 11
<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  25,  2002             By:   /s/  Sal  Perisano
                                              --------------------------------
                                                  Sal  Perisano
                                                  Chief  Executive Officer

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












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                                                                        Page 12




<PAGE>

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



I,  Sal  Perisano,  certify  that:

1.     I  have  reviewed this amendment to the quarterly report on Form 10-QSB/A
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  25,  2002                    /s/  Sal  Perisano
                                              ------------------
                                              Sal  Perisano
                                              Chief  Executive  Officer

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                                                                        Page 13

<PAGE>

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



I,  Patrick  Farrell,  certify  that:

1.     I  have  reviewed this amendment to the quarterly report on Form 10-QSB/A
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  25,  2002                    /s/  Patrick  Farrell
                                              ---------------------
                                              Patrick  Farrell
                                              President  and  Chief  Financial
                                              Officer


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                                                                        Page 14

<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 this Amendment No. 1 to the Quarterly Report of iParty
Corp  (the "Company") on Form 10-QSB/A for the period ending September 28, 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  25,  2002













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                                                                        Page 15

<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 this Amendment No. 1 to the Quarterly Report of iParty
Corp  (the "Company") on Form 10-QSB/A for the period ending September 28, 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  25,  2002



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                                                                        Page 16



<PAGE>