SecProbe.io

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Mail Stop 03-08

								April 18, 2005

By Facsimile and U.S. Mail

Mr. Sal Perisano
Chairman of the Board and Chief Executive Officer
iParty Corporation
270 Bridge Street, Suite 301
Dedham, MA 02026

	RE:	Form 10-K for the fiscal year ended December 25, 2004
		File Date: March 25, 2005
		File No. 001-15611

Dear Mr. Perisano:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
filing
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 25, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies

Inventory and Related Allowance for Obsolete and Excess Inventory,
page 11
1. In future filings please disclose a rollforward showing the
activity in your obsolete inventory reserve either in the notes to
the financial statements or within Schedule II.  Also provide us
supplementally with a rollforward of your reserve for each period
presented in a manner consistent with the rollforward that would
be
required in the schedule of valuation and qualifying accounts.
2. Please tell us more about the specific nature and amount of
each
adjustment made to your estimates of vendor rebates, discounts,
freight and reserves for obsolete and excess inventory.  Please
specify whether each change in estimate resulted in an increase or
decrease in earnings and in what statement of operations line item
the adjustments were reflected.
Impairment of Long-Lived Assets, page 12
3. Your current policy of reviewing each store annually for
impairment does not appear consistent with the requirements of
paragraph 8 of SFAS 144.  Please supplementally confirm to us that
you follow the guidance in SFAS 144 and revise future filings to
clarify your policy.

Liquidity and Capital Resources, page 14
4. On December 25, 2004 you have approximately $305,000 of
additional
availability under the line of credit.  Please help us better
understand how you calculate the availability under your line of
credit agreement.  Specifically, help us understand the difference
between your reported accounts receivable and inventory and the
"Acceptable Inventory at Cost" and "Eligible Credit Card
Receivables"
used to determine availability under the credit agreement.  Please
tell us how you intend to revise future filings to provide more
clarity surrounding the determination of your borrowing capacity.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2
5. Please amend your filing and have your independent accountants
modify their audit report to comply with PCAOB Auditing Standard
No.
1.  In particular, it is no longer appropriate to refer to
auditing
standards "generally accepted" in the United States.  Rather, the
audit report should describe the PCAOB`s standards exactly as
follows:  "the standards of the Public Company Accounting
Oversight
Board (United States)."  Also have your accountants revise the
first
paragraph of the opinion to state that the related consolidated
statements of operations, convertible preferred stock and
stockholders` equity (deficit) and cash flows were audited for the
three years in the period ended December 25, 2004 as opined on by
them in the last paragraph.

Consolidated Statements of Operations, page F-4
6. Please revise future filings to present only one subtotal
labeled
"Income (loss) before income taxes" in order to avoid confusing
the
reader.

Notes to Consolidated Financial Statements

Note 6. Income Taxes, page F-13
7. Citing the factors in paragraphs 20-25 of SFAS 109, please
explain
to us in detail the positive and negative evidence you considered
in
determining that a 100% valuation allowance was appropriate as of
December 25, 2004.  Also indicate what factors you have identified
that lead you to believe that the company`s recent trend of
taxable
income may not continue.   Additionally, please revise your MD&A
in
future filings to discuss in more detail the basis for the
valuation
allowance and to highlight the judgments and assumptions involved
in
evaluating the sufficiency of the valuation allowance.  Please
reconcile the significant negative evidence as to expected future
taxable income contemplated by your 100% valuation allowance with
the
significant positive evidence for continued favorable earnings
disclosed in the Overview section of MDA.  We may have further
comments after reviewing your response.

Note 17. Quarterly Financial Data (unaudited), page F-22
8. In future filings please provide a measure of gross profit as
required by Item 302 of Regulation S-K.

*******

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter

that keys your responses to our comments and provides any
requested
supplemental information.  Detailed response letters greatly
facilitate our review.  Please file your response letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

If you have any questions regarding these comments, please direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  Any
other questions may be directed to me at (202) 942-2905.

Sincerely,

                George F. Ohsiek, Jr.
    Branch Chief

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Mr. Sal Perisano
Chief Executive Officer
iParty Corp.
April 18, 2005
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