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

                                FORM 10-K/A NO.2

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2002

                         COMMISSION FILE NUMBER: 0-17932


                                 INTERLAND, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MINNESOTA                                         41-1404301
  (STATE OR OTHER JURISDICTION                            (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

                     303 PEACHTREE CENTER AVENUE, SUITE 500,
                    ATLANTA, GA 30303 (ADDRESS, INCLUDING ZIP
                      CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                                 (404) 720-8301
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                    REGISTERED ON THE NASDAQ NATIONAL MARKET

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,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of November 15, 2002, was approximately $263 million.

The number of outstanding  shares of the  registrant's  common stock on November
15, 2002 was 141,381,601.



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<PAGE>



                                EXPLANATORY NOTE

THIS AMENDMENT NO. 2 TO THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED AUGUST 31,
2002 IS BEING FILED SOLELY TO FILE A REVISED  EXHIBIT  NUMBER 10.115 IN ITEM 15.
ALL OTHER  INFORMATION  CONTAINED  IN THE  ORIGINAL  FORM  10-K,  AS  AMENDED BY
AMENDMENT NO. 1 TO FORM 10-K FILED ON DECEMBER 30, 2002, REMAINS UNCHANGED.

PART IV OF THE ANNUAL  REPORT ON FORM 10-K FILED BY THE  REGISTRANT  ON NOVEMBER
29,  2002 IS  AMENDED  AS SET  FORTH  BELOW.  EXCEPT  AS  MODIFIED  HEREIN,  THE
REGISTRANT INCORPORATES INTO THIS FORM 10-K/A, THE CONTENTS OF THE ANNUAL REPORT
ON FORM 10-K FILED ON  NOVEMBER  29,  2002 AND AN  AMENDMENT  NO. 1 TO FORM 10-K
FILED ON DECEMBER 30, 2002. THE REGISTRANT DOES NOT UNDERTAKE TO UPDATE ANY ITEM
ON THAT ANNUAL REPORT, AS AMENDED, OTHER THAN THOSE ITEMS SET FORTH BELOW.



                                       2
<PAGE>


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  List of documents filed as part of this Report

     1.   Financial  Statements  (Filed  previously on the Annual Report on Form
          10-K filed on November 29, 2002.)

Consolidated Financial Statements:

     Consolidated Statements of Operations for the Fiscal Years Ended August 31,
     2002, 2001, and 2000

     Consolidated Balance Sheets as of August 31, 2002 and 2001

     Consolidated  Statements of Shareholders' Equity for the Fiscal Years Ended
     August 31, 2002, 2001, and 2000

     Consolidated Statements of Cash Flows for the Fiscal Years Ended August 31,
     2002, 2001, and 2000

     Notes to Consolidated Financial Statements

Quarterly Financial Information (Unaudited)

Report of Independent Accountants

     2.   Financial Statement Schedule (Filed previously on the Annual Report on
          Form 10-K filed on November 29, 2002.)

          II - Valuation and Qualifying Accounts


     All other  Schedules  are omitted  since the  required  information  is not
present or is not present in amounts  sufficient  to require  submission  of the
Schedules,  or because the  information  required  is included in the  financial
statements and notes thereto.

     3.   The following documents are filed as exhibits to this Annual Report on
          Form 10-K:

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     2.01       Agreement of Merger, dated as of         S-4       3/13/95       2.1         INLD
                October 10,  1994,  as amended by
                the first  amendment  thereto,
                dated as of December 13, 1994,
                by and among ZEOS, MCI and MCMS

     2.02       Articles of Merger, dated April 7,       8-K       4/07/95       2.2         INLD
                1995, by and among ZEOS, MCI and MCMS

     2.03       Purchase Agreement, dated March 22,      8-K       4/10/01       2.01        INLD
                2001, by and among MEI California,
                Inc., the Registrant and MICRON
                Technology Inc. ("MTI")

</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     2.04       Agreement and Plan of Merger dated       8-K       4/10/01       2.01        INLD
                March 22, 2001, by and among the
                Registrant, Imagine Acquisition
                Corporation and Interland, Inc., a
                Georgia corporation ("Interland-Georgia")

     2.05       Membership Interest Purchase             10-Q      5/31/01       2.01        INLD
                Agreement, dated as of April 30,
                2001, by and between the Registrant
                and GTG PC Holdings, LLC

     2.06       First Amendment to Membership            10-Q      5/31/01       2.02        INLD
                Interest Purchase Agreement and Form
                of Contribution Agreement, dated as
                of May 31, 2001, by and between the
                Registrant and GTG PC Holdings, LLC

     2.07(1)    Agreement and Plan of Merger dated as    10-Q      5/31/02       2.07        INLD
                of May 3, 2002, by and between
                Dialtone Inc., Jaguarcub Acquisition
                Corporation, Dialtone Stockholders'
                Representative

     2.08(a)(1) Agreement and Plan of Merger dated as   S-3/A      9/24/02       2.08        INLD
                of August 30, 2002 by and among
                Interland, Inc., Panthercub
                Acquisition Corporation, InnerhoST,
                Inc., Spire Capital Partners, L.P.,
                Spire Investment L.L.C.,
                Waller-Sutton Media Partners, L.P.
                and the other stockholders of
                iNNERHOST, Inc.

     2.08(b)    Amendment dated as of October 10,                                                             x
                2002 to Agreement and Plan of Merger
                by and among Interland, Inc.,
                iNNERHOST, Inc. and the stockholders
                of iNNERHOST, Inc.

     3.01       Unofficial Restated Articles of          10-Q      5/31/02       3.01        INLD
                Incorporation of Registrant (as
                amended through April 24, 2002)

     3.02       Unofficial Restated Bylaws of the       10K/A      5/31/02       3.02        INLD
                Registrant (as amended through August
                6, 2001)

     3.03       Amendment to Articles of                 8-K       8/13/01       4.1         INLD
                Incorporation of Registrant

</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     3.04       Amendment to Restated Bylaws of          8-K       8/13/01       4.2         INLD
                Registrant

     4.01       Form of Stock Certificate of the         10-K      8/31/01       3.04        INLD
                Registrant

     4.03       August 30, 2002 Registration Rights      S-3       9/24/02       4.03        INLD
                Agreement by and among Interland,
                Inc., Spire Capital Partners, L.P.,
                Spire Investment, L.L.C., and
                Waller-Sutton Media Partners, L.P.

     4.04       August 30, 2002 Stock Restriction        2-3       9/24/02       4.04        INLD
                Agreement by and among Spire Capital
                Partners, L.P., Spire Investment,
                L.L.C., and Waller-Sutton Media
                Partners, L.P.

     4.05       March 28, 2002 Amendment to Stock        10-Q      5/31/02      10.112       INLD
                Rights Agreement by and among
                Interland, Inc., Bryan Heitman and
                Gabriel Murphy

     4.06       July 11, 2002 Amendment to Stock        S-3/A      9/24/02       4.06        INLD
                Rights Agreement by and among
                Interland, Inc., Bryan Heitman and
                Gabriel Murphy

     10.35(a)+  Micron Electronics 1995 Stock Option     S-8       1/14/00       4.1         INLD
                Plan, as amended through August 29,
                2001

     10.35(b)+  Form of Notice of Grant for Micron       10-K      8/31/01     10.35(b)      INLD
                Electronics 1995 Stock Option Plan

     10.35(c)+  Interland 1995 Stock Option Plan, as     10-K      8/31/01     10.35(c)      INLD
                amended August 30, 2001

     10.35(d)+  Form of Notice of Grant for Interland    10-K      8/31/01     10.35(d)      INLD
                1995 Stock Option Plan

     10.36(a)+  Micron Electronics 1995 Employee         10-Q      6/1/95       10.36        INLD
                Stock Purchase Plan, as amended
                through August 5, 2001

     10.36(b)+  Interland 1995 Employee Stock            10-K      8/31/01      10.36        INLD
                Purchase Plan, as amended August 6,
                2001

</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.38+     Form of Indemnification Agreement        10-K      8/31/95      10.38        INLD
                between the Registrant and its
                officers and directors

     10.39+     Form of Six-Month Termination            10-K      8/31/95      10.39        INLD
                Agreements for certain officers of
                the Registrant

     10.42      Amended and Restated Component           8-K       9/10.99      10.42        INLD
                Recovery Agreement, dated effective
                September 2, 1999, between the
                Registrant and MTI

     10.44+     Form of Twelve-Month Termination         10-K      8/28/97      10.44        INLD
                Agreements for certain officers of
                the Registrant

     10.45+     Form of Two-Year Termination             10-K      8/28/97      10.45        INLD
                Agreements for certain officers of
                the Registrant

     10.47+     Form of Employment and Non-compete       10-Q      2/26/98      10.47        INLD
                Agreement, with 12-month termination
                provision, for certain officers of
                the Registrant

     10.48+     Form of Employment and Non-compete       10-Q      2/26/98      10.48        INLD
                Agreement, with 6-month termination
                provision, for certain officers of
                the Registrant

     10.52+     Employment Offer, dated January 10,      10-Q      2/26/98      10.52        INLD
                             1998, to Joel J. Kocher

     10.56+     Form of Employment, Severance and        10-K      9/3/98       10.56        INLD
                Non-compete Agreement for Certain
                Officers of the Registrant

     10.58+     The Registrant's Executive Incentive     10-Q      12/2/99      10.58        INLD
                Plan, as amended

     10.65      Executive Sales Representative           8-K       9/10/99      10.65        INLD
                Agreement effective September 2,
                1999, between the Registrant and
                Micron Semiconductor Products, Inc.

     10.68+     Amended Non Qualified Stock Option       10-Q      6/1/00       10.68        INLD
                Agreement, dated April 6, 2000

</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.69+     Amended Non Qualified Stock Option       10-Q      6/1/00       10.69        INLD
                Agreement, dated April 6, 2000

     10.70(a)+  HostPro, Inc. 2000 Equity Incentive      10-K      8/31/00      10.70        INLD
                Plan I

     10.70(b)+  HostPro, Inc. 2000 Equity Incentive      10-K      8/31/00      10.71        INLD
                Plan II

     10.70(c)+  Form of Notice of Grant for HostPro,     10-K      8/31/00      10.72        INLD
                Inc. 2000 Equity Incentive Plans

     10.70(d)+  Form of Notice of Grant for HostPro,     10-K      8/31/00      10.73        INLD
                Inc. 2000 Equity Incentive Plans

     10.70(e)+  Micron Electronics 2001 Equity           10-Q      5/31/01      10.89        INLD
                Incentive Plan, as amended as of
                March 22, 2001

     10.70(f)+  Interland 2001 Equity Incentive Plan,    10-K      8/31/01     10.70(f)      INLD
                as amended August 6, 2001

     10.70(g)+  Form of Notice of Grant for Interland    10-K      8/31/01     10.70(g)      INLD
                2001 Equity Incentive Plan

     10.76      Amendment Number 1 to Amended and        10-Q     11/30/00      10.76        INLD
                Restated Component Recovery
                Agreement, dated November 16, 2000,
                between the Registrant and MTI

     10.77      Commercial Lease, dated March 22,        8-K       4/10/01      99.01        INLD
                2001, between MTI and the Registrant

     10.78      Commercial Sublease, dated March 22,     8-K       4/10/01      99.02        INLD
                2001, between MTI and the Registrant

     10.79+     The Registrant's Severance Plan for      10-Q      3/1/01       10.79        INLD
                Employees - 2001 Amendment and
                Restatement

     10.80+     The Registrant's Change in Control       10-Q      3/1/01       10.80        INLD
                Severance Plan

     10.81+     HostPro, Inc. 2000 Incentive Plan II     10-Q      3/1/01       10.81        INLD
                - Notice of Grant to Joel Kocher


</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.82+     Retention Agreement between the          10-Q      3/1/01       10.82        INLD
                Registrant and Mike Adkins, dated as
                of December 1, 2000

     10.83+     Retention Agreement between the          10-Q      3/1/01       10.83        INLD
                Registrant and Steve Arnold, dated as
                of December 1, 2000

     10.84+     Retention Agreement between the          10-Q      3/1/01       10.84        INLD
                Registrant and Sid Ferrales, dated as
                of December 1, 2000

     10.85+     Retention Agreement between the          10-Q      3/1/01       10.85        INLD
                Registrant and Lyle Jordan, dated as
                of December 1, 2000

     10.86+     Retention Agreement between the          10-Q      3/1/01       10.86        INLD
                Registrant and Jim Stewart, dated as
                of December 1, 2000

     10.87+     Amended Retention Agreement between      10-Q      5/31/01      10.87        INLD
                the Registrant and Steve Arnold,
                dated as of April 7, 2001

     10.88+     Retention Agreement between the          8-K       5/31/01      10.88        INLD
                Registrant and Jeff Moeser, dated as
                of February 23, 2001

     10.89      MTI Shareholder Agreement dated as of    10-Q      4/10/01       2.01        INLD
                March 22, 2001 between the Registrant
                and MTI

     10.91      Operating lease for property located     10-Q      5/31/01      10.90        INLD
                at 3250 Wilshire Blvd., Los Angeles,
                California, dated as of March 16, 1998

     10.92      Operating lease for property located     10-Q      5/3/01       10.91        INLD
                at 3250 Wilshire Blvd., Los Angeles,
                California, dated as of March 19, 1999

     10.93      Operating lease for property located     10-Q      5/31/01      10.92        INLD
                at 1450 Eagle Flight Way, Boise,
                Idaho, dated as of January 7, 2000

     10.94      Operating lease for property located     10-Q      5/31/01      10.93        INLD
                at 3326 160th Avenue SE, Bellevue,
                Washington, dated as of December 16,
                1999

</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.95(a)+  Employment Agreement dated December     S-1/A      6/26/00       10.6        INLD
                2, 1999 between the Company and Ken
                Gavranovic, as amended

     10.95(b)+  Employment Agreement Assumption and      10-K      8/31/01     10.95(b)      INLD
                Amendment dated March 22, 2001
                between the Registrant and Ken
                Gavranovic, as amended

     10.96(a)+  Interland-Georgia Stock Incentive Plan   S-8       9/17/01     4.05(a)       INLD

     10.96(b)+  First Amendment to Interland-Georgia     S-8       9/17/01     4.05(b)       INLD
                Stock Incentive Plan

     10.96(c)+  Second Amendment to Interland-Georgia    S-8       9/17/01     4.05(c)       INLD
                Stock Incentive Plan

     10.96(d)+  Third Amendment to Interland-Georgia     S-8       9/17/01     4.05(d)       INLD
                Stock Incentive Plan

     10.96(e)+  Fourth Amendment to Interland-Georgia    S-8       9/17/01     4.05(e)       INLD
                Stock Incentive Plan

     10.97+     Promissory Note of Ken Gavranovic in    S-1/A      5/18/00      10.15        INLD
                favor of Interland-Georgia dated
                December 10, 1998

     10.98+     Promissory Note of Ken Gavranovic in    S-1/A      5/18/00      10.17        INLD
                favor of Interland-Georgia dated May
                14, 1999

     10.99+     Stock Pledge Agreement between          S-1/A      5/18/00      10.19        INLD
                Interland-Georgia and Ken Gavranovic
                dated May 14, 1999

     10.100(a)  Agreement of Lease between              S-1/A      5/18/00     10.21(a)      INLD
                Interland-Georgia and 34 Peachtree
                Associates, L.P. dated November 19,
                1997

     10.100(b)  First Amendment to Agreement of Lease   S-1/A      5/18/00     10.21(b)      INLD
                between Interland-Georgia and TCB #4,
                L.L.C. (f/k/a 34 Peachtree
                Associates, L.P.) dated July 6, 1998


</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.100(c)  Second Amendment to Agreement of        S-1/A      5/18/00     10.21(c)      INLD
                Lease between Interland-Georgia and
                TCB #4, L.L.C. (f/k/a 34 Peachtree
                Associates, L.P.) dated September 15,
                1999

     10.101(a)  Amended and Restated Lease Agreement    S-1/A      5/18/00     10.22(a)      INLD
                between Interland-Georgia and 101
                Marietta Street Associated dated
                September 29, 1999

     10.101(b)  First Amendment to Amended and          S-1/A      5/18/00     10.22(b)      INLD
                Restated Lease Agreement between
                Interland-Georgia and 101 Marietta
                Street Associates dated November 23,
                1999

     10.102+    Employment Agreement dated April 1,     S-1/A      5/18/00      10.23        INLD
                2000 between Interland-Georgia and
                Mark K. Alexander

     10.103+    Employment Agreement dated February     S-1/A      6/9/00       10.24        INLD
                15, 2000 between Interland-Georgia
                and Robert Malally

     10.104(a)  SunTrust Plaza Garden Offices Lease      10-K      8/31/01    10.104(a)      INLD
                Agreement by and between SunTrust
                Plaza Associates, LLC and
                Interland-Georgia dated May 15, 2000

     10.104(b)  First Amendment to Lease Agreement by    10-K      8/31/01    10.104(b)      INLD
                and between SunTrust Plaza
                Associates, LLC and Interland-Georgia
                dated September 27, 2000

     10.105     Amended and Restated Registration        10-K      8/3/101      10.105       INLD
                Rights Agreement between the
                Registrant, MTI and certain
                shareholders of Interland named
                therein dated August 6, 2001

     10.106     Stock Purchase Agreement between MTI     10-K      8/31/01      10.106       INLD
                and Micron Semiconductor Products,
                Inc. dated as of August 30, 2001

     10.107     Donation Agreement between Micron        10-K      8/31/01      10.107       INLD
                Semiconductor Products, Inc. and the
                Micron Technology Foundation, Inc.
                dated as of August 30, 2001

</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
     <S>         <C>                                    <C>        <C>        <C>                     <C>         <C>

                                                                                                         FILED
                                                                                                      PREVIOUSLY
                                                                                                        ON FORM      FILED
                                                                INCORPORATED BY REFERENCE                10-K      HEREWITH
                                                        -------------------------------------------------------------------
     EXHIBIT             DESCRIPTION                    FORM       DATE        NUMBER   REGISTRANT*
     -------             -----------                    ----       ----        ------   -----------

     10.108(a)+ Employment Agreement between the                                                                 x
                Registrant and Allen Shulman dated
                November 1, 2001

     10.108(b)+ Amendment to Employment Agreement                                                                x
                between the Registrant and Allen
                Shulman dated as of September 10,
                2002.

     10.109     February 8, 2002 Investor Rights         10-Q      2/28/02      10.109       INLD
                Agreement by and among Interland,
                Inc., PAR Investment Partners, L.P.,
                Hartford Capital Appreciation Fund,
                and certain other stockholders

     10.110(1)  Agreement and Plan of Merger dated as    10-Q      2/28/02      10.110       INLD
                of February 8, 2002, by and between
                CommuniTech.Net, Inc., Montana
                Acquisition Company, Inc., Interland,
                Inc., Gabriel Murphy, and Bryan
                Heitman

     10.111     Stock Repurchase Agreement dated as      10-Q      5/31/02      10.111       INLD
                of November 12, 2001 by and between
                Ken Gavanovic and Interland, Inc.

     10.112     Amendment to Stock Rights Agreement      10-Q      5/31/02      10.112       INLD
                dated as of March 28, 2002 by and
                among

     10.113     Promissory Note in the principal                                                               x
                amount of $5,370,006 dated July 20,
                2001 in favor of U.S. Bank National
                Association

     10.114     Credit Agreement dated July 20, 2001                                                           x
                between Micron Electronics, Inc. and
                HostPro, Inc., as Borrowers, and U.S.
                Bank National Association, as Lender

     10.115(2)  Microsoft Services Provider License                                                                          x
                Agreement dated as of January 15, 2002

     21.01      Subsidiaries of the Registrant                                                                x

     23.01      Consent of Independent Accountants                                                            x

     24.01      Power of Attorney                                                                             x

</TABLE>


                                       11
<PAGE>

-------------

         * INLD  indicates  the  exhibit is  incorporated  by  reference  to the
         Registrant's  prior filings with the SEC. ILND indicates the exhibit is
         incorporated by reference to Interland-Georgia's prior filings with the
         SEC,


+ Management contract or compensatory arrangement or plan.

(1)  Schedules  and  exhibits  have been  omitted  from the  exhibit.  A list of
     omitted schedules and exhibits is set forth immediately following the table
     of contents of the exhibit.  Copies will be provided to the Commission upon
     request.

(2)  The Company  has  requested  confidential  treatment  for  portions of this
     exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

(b)  Reports on Form 8-K

     No Reports on Form 8-K were filed during the fourth quarter.






                                       12
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.


                              INTERLAND, INC.

Date:  January 13, 2003       By: /s/ Allen L. Shulman
                                  ------------------------------------------
                                  Allen L. Shulman, Senior Vice President,
                                  Chief Financial Officer, and General Counsel





                                       13
<PAGE>



         INTERLAND, INC. CERTIFICATION FOR ANNUAL REPORT ON FORM 10-K/A



I, Joel J. Kocher, certify that:

1.  I have reviewed this annual report on Form 10-K/A of Interland, Inc.;

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

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrants  other  certifying  officers  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 annual 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 annual report (the "Evaluation Date"); and

          c)  presented  in  this  annual  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 officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
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  officers  and I have  indicated in this
annual 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: January 13, 2003                   /s/ Joel J. Kocher
                                         ---------------------------------------
                                         Joel J. Kocher

                                         Chairman of the Board, President and
                                         Chief Executive Officer



                                       14
<PAGE>



         INTERLAND, INC. CERTIFICATION FOR ANNUAL REPORT ON FORM 10-K/A



I, Allen L. Shulman, certify that:

1.  I have reviewed this annual report on Form 10-K/A of Interland, Inc.;

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

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrants  other  certifying  officers  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 annual 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 annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  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 officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
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  officers  and I have  indicated in this
annual 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: January 13, 2003               /s/ Allen L. Shulman
                                     -------------------------------------------
                                     Allen L. Shulman
                                     Senior Vice President, Chief Financial
                                     Officer, and General Counsel




                                       15


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