INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of November 8, 2007, the Board of Directors of PFSweb, Inc., a Delaware corporation (the “Company”), approved an amendment to the Amended and Restated By-Laws of the Company to allow for the issuance of uncertificated shares of the Company so that the Company may be eligible to participate in a Direct Registration Program, as required by NASDAQ Rule 4350.

A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated By-Laws of PFSweb, Inc.*