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

                                 AMENDMENT NO. 1

                                   FORM 10-Q/A


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

The number of outstanding shares of the registrant's Common Stock on December
31, 2002 was 141,443,470.




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                                EXPLANATORY NOTE


We are filing this amendment to Form 10-Q to amend Item 4 Controls and
Procedures. Unless otherwise specified, all of the information in this Form
10-Q/A is as of January 14, 2003, the date of the original Form 10-Q, and none
of the forward-looking information contained herein has been updated beyond that
date.








PART I   FINANCIAL INFORMATION

Item 4.  Controls and Procedures.

The Company's chief executive officer, chief financial officer, and chief
accounting officer evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13(a) - 14(c), and 15(d), which became effective August 29, 2002) within the 90
days preceding the January 14, 2003, filing of this quarterly report, in
connection with the preparation of its quarterly report on Form 10-Q for the
three months ending November 30, 2002. Based on this review, the chief executive
officer, chief financial officer, and chief accounting officer concluded that
our disclosure controls and procedures require further improvement.

INTERNAL CONTROLS

The Company's internal and disclosure controls and procedures are necessarily
interdependent. During the course of the fiscal 2002 year-end close and
subsequent audit, the Company's management and its auditors identified several
matters related to internal controls that needed to be addressed. Several of
these matters were classified by the auditors as material weaknesses or
reportable conditions in accordance with the standards of the American Institute
of Certified Public Accountants. The Company's chief executive officer, chief
financial officer, chief accounting officer, and Audit Committee are aware of
these conditions and of the Company's responses.

The following factors contributed to the control conditions:

        -       Rapid growth of the Company;

        -       Twelve recent company and account acquisitions;

        -       Significant rate of turnover of key personnel; and,

        -       Legacy systems developed internally for much smaller
                enterprises.

Since September 1, 2002, the Company has reevaluated its staffing levels,
reorganized the finance and accounting organization and hired 10 additional
experienced accounting personnel, including a Chief Financial Officer, AVP and
Corporate Controller, and a Director of Revenue and Receivables Assurance.

Discussed below are the material weaknesses and reportable conditions identified
by management and our independent auditors, and the Company's corrective actions
through April 14, 2003.

MATERIAL WEAKNESSES

Accounts were not being appropriately analyzed and adjusted in a timely manner.
The auditors recommended that management institute a thorough close out process,
including a detailed review of the financial statements, comparing budget to
actual and current period to prior period to determine any unusual items. They
also

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recommended that the Company prepare an accounting policy and procedures
manual for all significant transactions to include procedures for revenue
recognition, business and account acquisitions, accounts receivable allowance,
and accruals.

In response, in November 2002 the Company revised and improved its month end
close process and created a checklist containing detailed close procedures. The
Company now performs monthly account reconciliations on all balance sheet
accounts across all subsidiaries. Also, beginning in November 2002, on a monthly
basis the functional manager or director one level above the preparer reviews
all balance sheet account reconciliations. The accounting team is preparing an
accounting policy and procedures manual to include procedures for all
significant policies, business practices, routine and non-routine procedures
performed by each functional area, which it will finalize by June, 2003.
Finally, under procedures adopted in November 2002, the Company's financial
accounting and reporting department prepares a monthly reporting package that
includes management's discussion and analysis of results of operations,
financial statements, cash and investments reporting, month-to-month variances
and departmental results of operations.

The Company was not appropriately calculating deferred revenue on its hosting
contracts. Interland-Georgia, the company acquired in August 2001, had a policy
since inception of taking all revenue in the month of billing for month-to-month
bills ("monthly" customers) and utilized a half-month convention in the first
month for customers with a contract two months or longer ("term" customers). The
calculation of deferred revenue was very manual and was calculated on large
amortization spreadsheets.

The acquiring company used different methods, depending on location, to
calculate deferred revenue, but in all cases, attempted to match the revenue
recognition over the contract period. This was done either through the
utilization of half-month convention or verification that the billings
predominately occurred on the first of the month, therefore allowing a full
month of revenue since contracts are billed in advance.

During fiscal 2002, as the Company transitioned its billing to the
Interland-Georgia facility, the Interland-Georgia approach of no deferrals on
month-to-month service contracts was adopted. Also, during the third quarter,
the Company mechanized its deferred revenue calculation. This new process took
the active customer file and calculated the deferred revenue balance based on
the customer contract terms. The logic underlying the calculation, however,
calculated deferred revenue based on the "next whole month", in effect removing
the half-month convention for term customers and recognizing this as revenue.

As a result of this error, the Company restated its quarterly reports for the
first three quarters of fiscal year 2002 and now correctly calculates deferred
revenue for all hosting contracts on a consistent basis.

The Company did not have an efficient system for monitoring accounts receivable.
The Company's internally developed billing systems (MAARS/OASIS) require
significant manual intervention. In the third quarter of fiscal 2002, management
learned that the accounts receivable aging report generated from MAARS was
improperly excluding certain customer credits, therefore overstating accounts
receivable.

The excluded credits have since been recorded and the faulty Accounts Receivable
Aging program has been replaced.

Balances that were not collected in the over 90 days categories were written
off. Accounts receivable balances are now written off at 61 days. The Company
generally no longer recognizes revenue from customers with invoices more than 30
days past due until the invoice is paid. The Company also maintains a balance in
the allowance for doubtful accounts to cover specific percentages of the
accounts receivable aging categories: 7.4% of the 0-60 day balance, and 100% of
all balances more than 60 days old. In February 2003, the Company instituted a
new credit policy generally denying service to customers with balances greater
than 30 days past due.

The Company has continued to redesign the billing system to provide additional
functionality and reporting capabilities through a transaction log and, while it
may not be the most robust system, the enhancements to the system and
modifications to business process have mitigated the weaknesses previously
identified.



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The Company invested significant time and money working with an IBM's Business
Process Consulting Group to evaluate all of its customer account management
practices. Included in this process was the selection of a new billing system
that will have a General Ledger interface. Portions of the new billing system
should be functional by August, 2003, with full implementation, testing and
conversion scheduled to be completed by December, 2003. Until the new system is
fully implemented, the accounting department will continue to perform extensive
monthly analytical reviews of billings as an additional control procedure to
mitigate the weaknesses in the current system.

REPORTABLE CONDITIONS.

Restructuring and purchase accounting accruals (bandwidth and lease
terminations) had not been reviewed for adequacy prior to year-end. As a result,
several large adjustments were recorded after the close of the general ledger.
The Company's auditors recommended that these accruals be reviewed and adjusted
quarterly based on the best information available to management at that time
with changes in the estimates appropriately supported.

In connection with the modifications made within the accounting department and
significant improvements to the monthly close process mentioned above, beginning
in November 2002 , all restructuring and business combination related accounting
accruals are being monitored, reconciled and adjusted on a monthly basis.
Additionally, the monthly account reconciliation's for accrued restructuring and
business combination accruals include details of all activity and ending
balances are reviewed and adjusted at each review date.

The Company did not have effective controls in place to ascertain that the
Company's stock option plan administrator properly recorded stock option grants.
The auditors recommended timely review by Human Resources to ensure that data
supplied to the administrator is appropriately recorded.

Interland converted to a new stock plan administrator effective November 2002.
The Human Resources department has audited the underlying data to ensure
conversion of accurate information. Identified discrepancies were corrected.
Human Resources has implemented a review process using edit/change reports from
its administrator.

Management also identified the following additional weakness which did not
constitute a material weakness or reportable condition under AICPA standards:

The Company's accounting procedures as pertaining to opening balance sheet
amounts and liabilities of acquired entities need strengthening and could result
in the subsequent recognition of additional liabilities not previously disclosed
by the seller. Prior to closing the Trellix acquisition, the Company sent
qualified accounting personnel to do a much more thorough review of the seller's
books and records.

DISCLOSURE CONTROLS

In January, 2002, the Company instituted monthly meetings to review each
significant department's activities. Each department was assigned a analyst to
assist line management in analyzing financial performance and forecasting.
Additionally, the department tracks non-financial metrics such as headcount and
bandwith costs. Monthly reports are presented to the Chief Financial Officer,
the Corporate Controller, and the Chief Financial Analyst at a monthly Financial
Review meeting, and a similar report is presented to the Chief Financial Officer
and the Chief Executive Officer at an Operations Review meeting. The department
heads each meet at least monthly with the Chief Executive Officer. Management
believes that this process helps to inform senior management of material
developments that affect the business, and aids in providing adequate
disclosure.

Management has moved expeditiously, committing considerable resources to address
the internal control deficiencies it has identified to date. However, not all of
the salutary procedures and actions deemed desirable by management have been
able to be fully executed to date. It will take some additional time to realize
all of the benefits of the Company's initiatives.

Interland is committed to ongoing periodic reviews of its controls and their
effectiveness. Controls are improving and management has no reason to believe
that the financial statements included in this report are not fairly stated in



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all material respects. However, new problems could be identified in the future.
Management expects to continue to improve controls with each passing quarter.
Management expects to have the internal and disclosure controls discussed herein
in effect by August 31, 2003, except for the new billing system, which will be
implemented by December 31, 2003.

Management believes that its practices and procedures, albeit not as mature or
as formal as management intends them to be in the future, are adequate under the
circumstances, and that there are no material inaccuracies or omissions in this
Form 10-Q.

In addition to the responses outlined above, the following actions have been or
are being taken to strengthen disclosure and internal controls:

        -       Maintenance of specific documentation files to support financial
                statement and footnote disclosures. Now in effect;

        -       Conduct and document quarterly reviews as to the effectiveness
                of our internal and disclosure controls. Now in effect;

        -       Circulating for review the Company's public filings to key
                members of the senior management team representing each
                functional area. These individuals have been charged with
                ensuring that the filings include all required disclosures.
                These procedures were in effect for the quarter ended February
                28, 2003.

        -       Create an internal questionnaire and disclosure certification
                document to be completed by each senior vice president and
                designed to ensure that all material and required disclosures
                are disclosed in our public filings. Scheduled effective date
                May 2003.


ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

(A)      Exhibits:

     Exhibit      Description

     3.01         Unofficial Restated Articles of Incorporation of Registrant
                  (as amended through April 24, 2002) (incorporated by reference
                  to the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended 5/31/02).

     3.02         Unofficial Restated Bylaws of the Registrant (as amended
                  through April 24, 2002) (incorporated by reference to the
                  Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended 5/31/02).

     99.1         Certification of Chief Executive Officer under Section 906
                  of the Sarbanes-Oxley Act of 2002.

     99.2         Certification of Chief Financial Officer under Section 906 of
                  the Sarbanes-Oxley Act of 2002.


(B)      Reports on Form 8-K.

         On September 24, 2002, the Company filed a Form 8-K to provide the pro
forma and historical financial information required in connection with the
merger with Interland-Georgia.

         On September 24, 2002, the Company filed a Form 8-K/A to amend its Form
8-K of August 6, 2001, to correct Item 7(b) to reflect that the pro forma
financial information will be incorporated by reference.


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         On October 16, 2002, the Company filed a Form 8-K regarding its
financial results for the fourth quarter and the appointment of a new Chief
Financial Officer.



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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  Interland, Inc.
                                  ---------------------------------------------
                                  (Registrant)




Dated: April 18, 2003             /s / Allen L. Shulman
                                  --------------------------------------------
                                  Senior Vice President, Chief Financial
                                  Officer, and General Counsel
                                  (Principal Financial Officer)




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                                 CERTIFICATIONS

I, Joel J. Kocher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interland, Inc.;

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 registrants 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 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 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:   April 18, 2003
                                   /s/ Joel J. Kocher
                                   --------------------------------------------
                                   Joel J. Kocher
                                   Chairman of the Board, President and
                                   Chief Executive Officer




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I, Allen L. Shulman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interland, Inc.;

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 registrants 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 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 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:  April 18, 2003
                                         /s/ Allen L. Shulman
                                         --------------------------------------
                                         Allen L. Shulman
                                         Senior Vice President, Chief
                                         Financial Officer,
                                         and General Counsel



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