SecProbe.io

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Mail Stop 03-08

								May 9, 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 responses contained in the letter dated
April 29, 2005 and upon reviewing those responses issue the
following
comment.

	We welcome any questions you may have about our comment 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

Notes to Consolidated Financial Statements

Note 6. Income Taxes, page F-13
1. We read your response to prior comment number 7.  You indicate
in
the Overview section of your MD&A that you believe that all of the
accomplishments that you discuss throughout the Overview section
have
positioned you for continued success.  In addition, the tone of
the
Overview section is overwhelming positive despite the significant
negative evidence you cite in your response to comment 7.  In
future
filings in addition to providing increased disclosure of the
change
in income taxes and the related valuation allowance in your
discussion of results of operations please provide a balanced
discussion in the Overview section of the positive and negative
factors that have impacted your company for the historical periods
presented.  If you provide forward looking disclosure ensure that
it
includes both positive and negative evidence concerning future
results.  Your quarterly reports and related earnings releases
should
be similarly revised. In particular, at a minimum, we believe you
should disclose in the Overview section that you expect your
operating profit margins to continue to be less than 2% of
revenues
for the next several years, that you do not expect to utilize your
$23 million NOL carry forward and that you expect your business to
continue to be dependent on a single season, Halloween, for a
significant amount of annual sales and profitability.
*******

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your response to our comment 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 response to our comment.

   If you have any questions regarding this comment, please direct
them to Staff Accountant David DiGiacomo at (202) 551-3319.  Any
other questions may be directed to me at (202) 551-3843.

Sincerely,

                George F. Ohsiek, Jr.
    Branch Chief

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Mr. Sal Perisano
Chief Executive Officer
iParty Corp.
May 9, 2005
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