EXPLANATORY NOTE

          This Form 10-K/A Amendment No. 2 amends the 2007 Annual Report of PFSweb, Inc. on Form 10-K originally filed on March 31, 2008, and as amended by Amendment No. 1 on Form 10-K/A filed on April 29, 2008 (as amended, the “2007 Form 10-K”), and is being filed solely to correct certain inadvertent omissions from the certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “302 Certifications”) included as Exhibits 31.1 and 31.2 to the 2007 Form 10-K. Pursuant to Item 246.13 of the SEC Compliance and Disclosure Interpretations: Regulation S-K, this Form 10-K/A includes only the signature page and paragraphs 1, 2, 4 and 5 of the 302 Certifications. This Form 10-K/A does not reflect events occurring after the filing of the 2007 Form 10-K on March 31, 2008 and no attempt has been made in this Annual Report on Form 10-K/A to modify or update other disclosures as presented in the 2007 Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the filing of the 2007 Form 10–K.