Item 14. Principal Accountant Fees and Services

     Information required by Part III, Item 14, will be included in the section entitled “Ratification of Appointment of Independent Auditors” of our Proxy Statement relating to our annual meeting of shareholders and is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) The following documents are filed as part of this report:

1. Financial Statements

PFSweb, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedules
Schedule I — Condensed Financial Information of Registrant
Schedule II — Valuation and Qualifying Accounts

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

2. Exhibits

Exhibit
Number		Description of Exhibits
3.1 (1)		Amended and Restated Certificate of Incorporation of PFSweb, Inc.
3.1.1 (20)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of PFSweb, Inc.
3.1.2 (32)		Certificate of Amendment to Certificate of Incorporation of PFSweb, Inc.
3.1.3 (36)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of PFSweb, Inc.
3.2 (1)		Amended and Restated Bylaws
3.2.1 (26)		Amendment to the Amended and Restated By-Laws of PFSweb, Inc.
4.1 (30)		Rights Agreement, dated as of June 8, 2000, between the Company and ChaseMellon Shareholder Services, LLC
4.1 (31)		Amendment No. 1 to Rights Agreement, dated as of May 30, 2008 between the Company and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent.
10.1 (17)		PFSweb, Inc. 2005 Employee Stock Purchase Plan.
10.2 (18)		Amendment 3 to Loan and Security Agreement.
10.3 (18)		Amendment 6 to Agreement for Inventory Financing.
10.4 (18)		Amendment 1 to First Amended and Restated Loan and Security Agreement.
10.5 (16)		Amendment 5 to Amended and Restated Platinum Plan Agreement.
10.6 (16)		Agreement for IBM Global Financing Platinum Plan Invoice Discounting Schedule.
10.7 (16)		Amendment No. 5 to Agreement for Inventory Financing.
10.8 (1)		Industrial Lease Agreement between Shelby Drive Corporation and Priority Fulfillment Services, Inc.