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|        X | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|----------------------------------------|------------------------------------------------------------------------------------------------|

|   | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|----------------------------------------------------------------------------------------------------|

| Delaware                        |   | 11-3262067          |
|---------------------------------|--------|---------------------|
| (State or other jurisdiction of |   | (I.R.S. Employer    |
| incorporation or organization)  |   | Identification No.) |

| Title of each class                     | Name of each exchange on which registered |
|-----------------------------------------|-------------------------------------------|
| Common Stock, par value $ .01 per share | New York Stock Exchange                   |

| Large Accelerated Filer     |   | Accelerated Filer    X |
|-----------------------------|--------|--------------------------------------------|
| Non-Accelerated Filer  |   | Smaller reporting company             |

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|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Page Number |
|------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |        |
| Explanatory Note |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 1           |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |        |
| Part IV     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |        |
| Item 15.         | Exhibits and Financial Statement Schedules                                                                                                            | 1           |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 4           |
| Signatures       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |        |

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|   | 3. | Exhibits.Exhibits marked with an asterisk are on file with the SEC and are incorporated herein by reference. |
|--------|----|--------------------------------------------------------------------------------------------------------------|

|   | Exhibit |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | No.     |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 3.1     |   | Composite Certificate of Incorporation of Registrant, as amended (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2001)*                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 3.2     |   | Amended and Restated By-laws of Registrant (effective as of December 29, 2007, incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2007) *                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 3.3     |   | Amendment to the Bylaws of the Registrant (incorporated by reference to the Company’s report on Form 8-K dated March 3, 2008) *                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 4.1     |   | Stockholders Agreement (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 1995) *                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| +      | 10.1    |   | Form of 1995 Long-Term Stock Incentive Plan* (incorporated by reference to the Company’s registration statement on Form S-1) (Registration No. 333-1852) *                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| +      | 10.2    |   | Form of 1995 Stock Plan for Non-Employee Directors* (incorporated by reference to the Company’s registration statement on Form S-1) (Registration No. 333-1852) *                                                                                                                                                                                                                                                                                                                                                                                                                           |
| +      | 10.3    |   | Form of 1999 Long-Term Stock Incentive Plan as amended* (incorporated by reference to the Company’s report on Form 8-K dated May 20, 2003) *                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| +      | 10.4    |   | Form of 2006 Stock Incentive Plan for Non-Employee Directors* (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2006) *                                                                                                                                                                                                                                                                                                                                                                                                                |
| +      | 10.5    |   | Form of 2005 Employee Stock Purchase Plan* (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2006) *                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 10.6    |   | Lease Agreement dated September 20, 1988 between the Company and Addwin Realty Associates (Port Washington facility) (incorporated by reference to the Company’s registration statement on Form S-1) (Registration No. 33-92052) *                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.7    |   | First Amendment to Lease Agreement dated September 20, 1998 between the Company and Addwin Realty Associates (Port Washington facility) (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 1998) *                                                                                                                                                                                                                                                                                                                                      |
|   | 10.8    |   | Second Amendment to Lease Agreement dated September 20, 1988 between the Company and Addwin Realty Associates (Port Washington facility) (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2007) *                                                                                                                                                                                                                                                                                                                                     |
|   | 10.9    |   | Build-to-Suit Lease Agreement dated April, 1995 among the Company, American National Bank and Trust Company of Chicago (Trustee for the original landlord) and Walsh, Higgins & Company (Contractor) (“Naperville Illinois Facility Lease”) (incorporated by reference to the Company’s registration statement on Form S-1) (Registration No. 33-92052) *                                                                                                                                                                                                                        |
|   | 10.10   |   | First Amendment, dated as of February 1, 2006, to the Naperville Illinois Facility Lease between the Company and Ambassador Drive LLC (current landlord) (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2005) *                                                                                                                                                                                                                                                                                                                     |
|   | 10.11   |   | Lease Agreement dated September 17, 1998 between Tiger Direct, Inc. and Keystone Miami Property Holding Corp. (Miami facility) (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 1998) *                                                                                                                                                                                                                                                                                                                          |
|   | 10.12   |   | First Amendment, dated as of September 5, 2003, to the Lease Agreement between Tiger Direct, Inc. and Keystone Miami Property Holding Corp. (Miami facility) (filed herewith) *                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 10.13   |   | Second Amendment, dated March 22, 2007, to the Lease Agreement between Tiger Direct, Inc. and Keystone Miami Property Holding Corp. (Miami facility) (filed herewith) *                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 10.14   |   | Third Amendment, dated as of June 26, 2009, to the Lease Agreement between Tiger Direct, Inc. and Mota Associates Limited Partnership (successor in interest to landlord Keystone Miami Property Holding Corp.) (Miami facility) (filed herewith) *                                                                                                                                                                                                                                                                                                                                                    |
|   | 10.15   |   | Lease agreement, dated December 8, 2005, between the Company and Hamilton Business Center, LLC (Buford, Georgia facility) (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2005) *                                                                                                                                                                                                                                                                                                                                                    |
|   | 10.16   |   | First Amendment, dated as of June 12, 2006, to the Lease Agreement between the Company and Hamilton Business Center, LLC (Buford, Georgia facility) (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2005) *                                                                                                                                                                                                                                                                                                                          |
| +      | 10.17   |   | Employment Agreement entered into on October 12, 2004 but effective as of June 1, 2004 between the Company and Gilbert Fiorentino* (incorporated by reference to the Company’s report on Form 8-K dated October 12, 2004) *                                                                                                                                                                                                                                                                                                                                                            |
| +      | 10.18   |   | Amendment No. 1, dated December 30, 2009, to Employment Agreement between the Company and Gilbert Fiorentino* (incorporated by reference to the Company’s report on Form 8-K dated December 30, 2009).*                                                                                                                                                                                                                                                                                                                                                                                |
| +      | 10.19   |   | Restricted Stock Unit Agreement entered into on October 12, 2004 but effective as of June 1, 2004 between the Company and Gilbert Fiorentino* (incorporated by reference to the Company’s report on Form 8-K dated October 12, 2004).*                                                                                                                                                                                                                                                                                                                                                 |
| +      | 10.20   |   | Amendment No. 1, dated December 30, 2009, to the Restricted Stock Unit Agreement between the Company and Gilbert Fiorentino* (incorporated by reference to the Company’s report on Form 8-K dated December 30, 2009).*                                                                                                                                                                                                                                                                                                                                                                 |
| +      | 10.21   |   | Employment Agreement, dated as of January 17, 2007, between the Company and Lawrence P. Reinhold*(incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2006).*                                                                                                                                                                                                                                                                                                                                                                             |
| +      | 10.22   |   | Amendment No.1, dated December 30, 2009, to the Employment Agreement between the Company and Lawrence P. Reinhold* (incorporated by reference to the Company’s report on Form 8-K dated December 30, 2009).                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.23   |   | Amended and Restated Credit Agreement, dated as of October 27, 2005, between JPMorgan Chase Bank, N.A. and affiliates, General Electric Capital Corporation, and GMAC Commercial Finance LLC (as Lenders) with the Company and certain subsidiaries of the Company (as Borrowers) (the “Amended and Restated JP Morgan Chase Loan Agreement”) (incorporated by reference to the Company’s report on Form 8-K dated October 27, 2005)                                                                                                                                            |
|   | 10.24   |   | Amendment No. 1, dated as of December 19, 2005, to the Amended and Restated JP Morgan Chase Loan Agreement (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2005)*                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.25   |   | Asset Purchase Agreement between the Company and CompUSA dated January 5, 2008 (incorporated by reference to the Company’s annual report on Form 10-K for the year December 31, 2007)*                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 10.26   |   | Amendment to Asset Purchase Agreement between the Company and CompUSA dated February 14, 2008 (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2007)*                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.27   |   | Asset Purchase Agreement, as amended, dated as of April 5, 2009 and May 14, 2009, by and among Systemax Inc., as Buyer and Circuit City Stores West Coast, Inc. and Circuit City Stores, Inc, as Sellers (incorporated by reference to the Company’s report on Form 8-K dated May 20, 2009).*                                                                                                                                                                                                                                                                                     |
|   | 10.28   |   | Second Amended and Restated Credit Agreement, dated as of October 27, 2010, by and among Systemax Inc. and certain affiliates thereof and JPMorgan Chase Bank, N.A., as U.S. Administrative Agent, J.P. Morgan Europe Limited, as UK Administrative Agent, J.P. Morgan Securities, Inc. as Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto (incorporated by reference to the Company’s report on Form 8-K dated November 2, 2010).*                                                                                                                           |
|   | 10.29   |   | Lease Agreement, dated as of September 1, 2010, among Development Authority of Jefferson, Georgia, GE Government Finance Inc. and SYX Distribution Inc. (incorporated by reference to the Company’s report on Form 8-K dated September 24, 2010).*                                                                                                                                                                                                                                                                                                                                                    |
|   | 10.30   |   | Corporate Guaranty and Negative Pledge Agreement, dated as of September 1, 2010, among Systemax Inc., Development Authority of Jefferson, Georgia and GE Government Finance Inc. (incorporated by reference to the Company’s report on Form 8-K dated September 24, 2010).Escrow Agreement, dated as of September 1, 2010, among Marshall & Ilsley Trust Company, N.A. (as escrow agent), GE Government Finance Inc., Development Authority of Jefferson, Georgia and SYX Distribution Inc. (incorporated by reference to the Company’s report on Form 8-K dated September 24, 2010).* |
| +      | 10.31   |   | Restricted Stock Unit Agreement, dated August 25, 2010, between Systemax, Inc. and Lawrence P. Reinhold*(incorporated by reference to the Company’s report on Form 8-K dated August 30, 2010).                                                                                                                                                                                                                                                                                                                                                                                                        |
| +      | 10.32   |   | Form of 2010 Long Term Incentive Plan* (incorporated by reference to the Company’s Definitive Proxy Statement filed April 29,2010).*                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | 14      |   | Corporate Ethics Policy for Officers, Directors and Employees (revised as of March, 2010)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ++     | 21      |   | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 23      |   | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 31.1    |   | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 31.2    |   | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ++     | 31.1    |   | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ++     | 31.2    |   | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 32.1    |   | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 32.2    |   | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  (filed herewith)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ++     | 32.1    |   | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ++     | 32.2    |   | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|   | SYSTEMAX INC.                        |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  | /s/ RICHARD LEEDS |
|   |                                 |
|   | Richard Leeds                        |
|   | Chairman and Chief Executive Officer |
|   |                                 |
|   | Date: October 25, 2011               |

| Signature                      |   | Title                                             |   | Date             |
|--------------------------------|--------|---------------------------------------------------|--------|------------------|
|                           |   |                                              |   |             |
|   /s/ RICHARD LEEDS       |   | Chairman and Chief Executive Officer              |   | October 25, 2011 |
| Richard Leeds                  |   | (Principal Executive Officer)                     |   |             |
|                           |   |                                              |   |             |
|   /s/BRUCE LEEDS          |   | Vice Chairman and Director                        |   | October 25, 2011 |
| Bruce Leeds                    |   |                                              |   |             |
|                           |   |                                              |   |             |
|   /s/ROBERT LEEDS         |   | Vice Chairman and Director                        |   | October 25, 2011 |
| Robert Leeds                   |   |                                              |   |             |
|                           |   |                                              |   |             |
|   /s/LAWRENCE P. REINHOLD |   | Executive Vice President, Chief Financial Officer |   | October 25, 2011 |
| Lawrence P. Reinhold           |   | and Director                                      |   |             |
|                           |   | (Principal Financial Officer)                     |   |             |
|                           |   |                                              |   |             |
|   /s/THOMAS AXMACHER      |   | Vice President and Controller                     |   | October 25, 2011 |
| Thomas Axmacher                |   | (Principal Accounting Officer)                    |   |             |
|                           |   |                                              |   |             |
|   /s/ROBERT D. ROSENTHAL  |   | Chief Executive, Technology Products Group        |   | October 25, 2011 |
| Robert D. Rosenthal            |   |                                              |   |             |
|                           |   |                                              |   |             |
|   /s/STACY DICK           |   | Director                                          |   | October 25, 2011 |
| Stacy Dick                     |   |                                              |   |             |
|                           |   |                                              |   |             |
|   /s/MARIE ADLER-KRAVECAS |   | Director                                          |   | October 25, 2011 |
| Marie Adler-Kravecas           |   |                                              |   |             |

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| (1)  | Registration Statement (Form S-8 No. 333-21489), pertaining to 1995 Stock Plan for Non-Employee Directors,  |
|-----------|-------------------------------------------------------------------------------------------------------------|
| (2)       | Registration Statement (Form S-8 No. 333-12491), pertaining to the 1995 Long-Term Stock Incentive Plan, and |
| (3)  | Registration Statement (Form S-8 No. 333-111618), pertaining to the 1999 Long-Term Stock Incentive Plan;    |

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| Date: October 25, 2011                 |   |
|----------------------------------------|--------|
|                                   |   |
| /s/ RICHARD LEEDS                      |   |
| Richard Leeds, Chief Executive Officer |   |

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| Date: October 25, 2011                        |   |
|-----------------------------------------------|--------|
|                                          |   |
| /s/ LAWRENCE P. REINHOLD                      |   |
| Lawrence P. Reinhold, Chief Financial Officer |   |

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| (1) | I have reviewed this Amendment No. 1 on Form 10-K/A (this “report”) of Systemax Inc.; and |
|-----|-------------------------------------------------------------------------------------------------------|

| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| (3) | I have reviewed this Amendment No. 1 on Form 10-K/A (this “report”) of Systemax Inc.; and |
|-----|-------------------------------------------------------------------------------------------------------|

| (4) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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