UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



FOR
ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934



(Mark
One)



TANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2001

OR

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

For
the Transition period from _________ to _________.





Commission
File Number: 0-25790



PC
MALL, INC.



|                                                                    |  |                                              
|------------------------------------------------------------------- |  | ---------------------------------------------
|Delaware                                                            |  | 95-4518700                                   
|(State
      or other jurisdiction ofincorporation or organization) |  | (I.R.S.
      Employer Identification Number)



2555
West 190th Street, Torrance, California 90504(Address of principal executive
offices) (Zip Code)



Registrant's
telephone number, including area code: (310) 354-5600

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act:





Title
of each class





Common Stock, $.001 par value








Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  YesTNo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.



As
of April 22, 2002, the aggregate market value of the Common Stock held by
non-affiliates of the Registrant was $36,304,252.  The number of shares
outstanding of the Registrant's Common Stock as of April 22, 2002 was
10,748,364.





PART
III



ITEM
10.  DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT



Information
regarding the Company's executive officers is set forth in Part I of its
annual Report on Form 10-K under the heading "Executive Officers."



DIRECTORS



The
names of the Company's directors as of April 30, 2002, their ages, and certain
other information about them are set forth below:



> Name
>     Age
>     Position
>     Director
>       SinceFrank
>       F. Khulusi
>     35
>     Chairman
>       of the Board, President and Chief Executive Officer
>     1987Thomas
>       A. Maloof (1)(2)
>     50
>     Director
>     1998Ronald
>       B. Reck( 2)
>     53
>     Director
>     1999Mark
>       C. Layton (2)
>     42
>     Director
>     2001______________(1)  
>       Member of Compensation Committee(2) 
>       Member of Audit Committee



Frank
F. Khulusi is a co-founder of the Company (and its predecessor) and has served
as Chairman of the Board and Chief Executive Officer of the Company since the
Company's inception in 1987.  Mr. Khulusi served as President of the
Company from the Company's inception in 1987 until July 1999, and resumed the
office of President in March 2001.   From July 1999 to September 1999,
Mr. Khulusi served as President of Toytime, Inc., an online retailer of
toys.  In July 2000, a petition for involuntary bankruptcy was filed
against Toytime under Chapter 11 of the United States Bankruptcy Code, which was
dismissed by a federal bankruptcy court in November 2000.



Thomas
A. Maloof has served as a director of the Company since May 1998.  Since
January 2001, Mr. Maloof has served as the Chief Financial Officer of HMC, Inc.,
a hospitality company.  From February 1998 to November 2000, Mr. Maloof
served as President of Perinatal Practice Management, Inc.  From September
1997 until February 1998, Mr. Maloof served as Chief Financial Officer of
Prospect Medical Holdings.  From January 1995 until September 1997, Mr.
Maloof was the Chief Executive Officer of Prime Health of Southern California.



Ronald
B. Reck has served as a director of the Company since April 1999. Mr. Reck was
employed by Applebee's International, from 1987 to 1997, serving most recently
as Executive Vice President and Chief Administrative Officer.  Since 1998,
Mr. Reck has served as President and Chief Executive Officer of Joron
Properties, LLC, a real estate company.



Mark
C. Layton has served as a director of the Company since May 2001. Mr. Layton
currently serves as Chairman, President and Chief Executive Officer of PFSweb,
Inc., a provider of business infrastructure services.  From 1988 through
1999, Mr. Layton served in various roles at Daisytek International, a global
distributor of office consumables and computer supplies, most recently as
President, Chief Executive Officer and Chief Operating Officer, and currently
serves as Chairman of the Board of Daisytek.  Prior to joining Daisytek,
Mr. Layton served as a management consultant with Andersen Consulting for eight
years, specializing in wholesale and retail distribution and technology. 
Mr. Layton also serves as an Associate Editor for the Center for Cycle Time
Research at the University of Memphis, and serves on the Dean's Advisory
Council at Northern Arizona University College of Business Administration.



Sam
U. Khulusi served as a member of the Company's board of directors until his
resignation in April 2002.



Compliance
with Section 16(a) of the Securities Exchange Act of 1934



Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Forms 4 or 5 with the Securities and Exchange
Commission. Such officers, directors and ten percent stockholders are also
required by the Commission's rules to furnish the Company with copies of all
Section 16(a) forms they file.



Based
solely on its review of the copies of such forms received by it, or
representations from certain reporting persons that no Forms 5 were required for
such persons, the Company believes that during the fiscal year ended December
31, 2001, all Section 16(a) filing requirements applicable to its officers,
directors and ten percent stockholders were complied with, except that Kristin
M. Rogers filed a late Form 3.



ITEM
11.  EXECUTIVE COMPENSATION



Compensation
of Executives



The
following table sets forth the cash and noncash compensation for each of the
last three fiscal years awarded to or earned by the Chief Executive Officer of
the Company and the other three executive officers whose compensation exceeded
$100,000 during the 2001 fiscal year.



Summary
Compensation Table



> Annual
>       Compensation
>     
>     Long
>       Term
>       Compensation
>       AwardsName
>       and Principal Position
>     
>     Fiscal
>       Year
>     
>     
>     Salary
>       ($)
>     
>     Bonus
>       ($)
>     
>     Options
>       (#)(1)
>     All
>       Other
>       Compensation
>       ($)(2)Frank
>       F. Khulusi
>     
>     2001
>     
>     $400,000
>     $117,683
>     
>     200,000
>     
>     
>     
>     $2,438Chairman, President and
>     
>     2000
>     
>     400,000
>     -
>     
>     -
>     
>     
>     
>     2,438Chief Executive Officer
>     
>     1999
>     
>     400,000
>     -
>     
>     50,000
>     
>     
>     
>     2,531Theodore
>       R. Sanders
>     
>     2001
>     
>     235,000
>     49,831
>     
>     40,000
>     
>     
>     
>     8,340
>     (3)Chief Financial Officer
>     
>     2000
>     
>     207,382
>     46,833
>     
>     -
>     (4)
>     
>     
>     10,884
>     (5)1999
>     
>     171,732
>     27,500
>     
>     13,000
>     
>     
>     
>     10,425
>     (3)Daniel
>       J. DeVries
>     
>     2001
>     
>     250,000
>     45,127
>     
>     70,000
>     
>     
>     
>     13,456
>     (6)Executive Vice President,
>     
>     2000
>     
>     248,904
>     29,642
>     
>     -
>     
>     
>     
>     10,594
>     (7)Marketing
>     
>     1999
>     
>     225,000
>     18,000
>     
>     35,000
>     (8)
>     
>     
>     10,768
>     (9)Kristin
>       M. Rogers (10)
>     
>     2001
>     
>     250,000
>     49,831
>     
>     40,000
>     
>     
>     
>     1,947Executive Vice President,
>     
>     2000
>     
>     201,993
>     8,491
>     
>     50,000
>     
>     
>     
>     144Enterprise SalesScott
>       W. Klein (11)
>     
>     2001
>     
>     95,384
>     74,023
>     
>     -
>     
>     
>     
>     180,472
>     (12)Former President
>     
>     2000
>     
>     309,150
>     46,052
>     
>     -
>     
>     
>     
>     67,682
>     (13)1999
>     
>     207,403
>     25,000
>     
>     325,000
>     (14)
>     
>     
>     82,358
>     (15)_______________

> (1)  
> Excludes options acquired as a result of the spin-off of uBid in June
> 1999, in which all options to purchase the Company's common stock were
> converted into options to purchase both shares of the Company's common stock
> and uBid common stock.
> (2)  
> Unless otherwise specified, the number constitutes Company matching
> contributions under its 401(k) plan.
> (3)  
> Represents automobile allowance.
> (4)  
> Does not include options to purchase an aggregate of 40,000 shares of eCOST.com
> granted to Mr. Sanders in 2000.
> (5)  
> Represents automobile allowance of $9,730 and 401(k) matching contributions of
> $1,154.
> (6)  
> Represents automobile allowance of $11,268 and 401(k) matching contributions of
> $2,188.
> (7)  
> Represents automobile allowance of $8,418 and 401(k) matching contributions of
> $2,176.
> (8)  
> Does not include options to purchase an aggregate of 100,000 shares of eCOST.com
> granted to Mr. DeVries in 1999.
> (9)  
> Represents automobile allowance of $8,618 and 401(k) matching contributions of
> $2,150.
> (10)
> Ms. Rogers joined the Company in February 2000 and was appointed as Executive
> Vice President  - Enterprise Sales
> in June 2001.
> (11)
> Mr. Klein joined the Company in May 1999, was promoted to President in July
> 1999, and resigned in March 2001.
> (12)
> Represents consulting fees pursuant to Mr. Klein's separation agreement of
> $156,745, relocation payments of $21,913 and 401(k) matching contributions of
> $1,814.
> (13)
> Represents automobile allowance of $3,940, relocation payments of $61,242 and
> 401(k) matching contributions of $2,500.
> (14)
> Does not include options to purchase an aggregate of 150,000 shares of eCOST.com
> granted to Mr. Klein in 1999.
> (15)
> Represents automobile allowance of $16,420 and relocation payments of $65,938.



Option
Grants in Last Fiscal Year



The
following table provides information on option grants in fiscal 2001 to the
following named executive officers:



|                          | Individual
      Grants                                      | 
|------------------------- | ------------------------------------------------------------ | 
|Name                      | Number of Securities Underlying Options Granted
      (#)(1) | 
|                          |                                                              | 
|Frank
      F. Khulusi    | 200,000                                                      | 
|Theodore
      R. Sanders | 40,000                                                       | 
|Daniel
      J. DeVries   | 70,000                                                       | 
|Kristin
      M. Rogers   | 40,000                                                       | 

_______________



(1)  
The options vest in equal quarterly installments over a four-year vesting
period, with the vesting period beginning September 17, 2000.  Upon the
occurrence of certain events resulting in a change of control of the Company or
certain major corporate transactions, the options become fully vested and
exercisable, subject to certain exceptions and limitations.

(2)  
The Company granted options to purchase an aggregate of 935,775 shares of 
the Company's Common Stock in fiscal 2001.

(3)  
As suggested by the Commission's rules on executive compensation disclosure,
the Company used the Black-Scholes model of options valuation to determine grant
date present value.  The Company does not advocate or necessarily agree
that the Black-Scholes model can properly determine the value of an
option.  The present value calculations are based on a ten-year option term
with an expected life of seven years.  Assumptions include an interest rate
of 5.14%, an annual dividend yield of 0% and volatility of 135%.



There
were no grants to purchase shares of eCOST.com, a subsidiary of the Company,
during the 2001 fiscal year to named executive officers.



Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values



The
following table sets forth, for each of the executive officers named in the
Summary Compensation Table above, certain information regarding the year-end
value of unexercised options.  None of the named executives exercised
options during the 2001 fiscal year.





|                          |  | Number
      of Securities
      Underlying
      Unexercised Options
      at
      End of
      Fiscal
      2001 (#) |  | Value
      of Unexercised
      In-the-Money
      Options at
      End
      of Fiscal 2001($)(1)
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------
|Name                      |  | Exercisable                                                                                                             |  | Unexercisable                                                                                      
|Frank F.
      Khulusi    |  | 187,500                                                                                                                 |  | 162,500                                                                                            
|Theodore
      R. Sanders |  | 62,800                                                                                                                  |  | 56,000                                                                                             
|Daniel J.
      DeVries   |  | 186,175                                                                                                                 |  | 77,625                                                                                             
|Kristin
      M. Rogers   |  | 25,000                                                                                                                  |  | 65,000                                                                                             

_______________



(1)  
Value based on the closing price of the Company's Common Stock as reported on
the Nasdaq National Market on December 31, 2001, which was $4.06, less the
exercise price, times the number of shares issuable pursuant to such options.



The
following table sets forth, for each of the executive officers named in the
Summary Compensation Table above, certain information with respect to the value
of unexercised options to purchase shares of eCOST.com as of December 31,
2001.  No options to purchase eCOST.com common stock were exercised by the
named executive officers during the 2001 fiscal year.



|                          |  | Number
      of Securities
      Underlying
      Unexercised Options
      at
      End of
      Fiscal
      2001 (#) |  | Value
      of Unexercised
      In-the-Money
      Options at
      End
      of Fiscal 2001($)(1)
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------
|Name                      |  | Exercisable                                                                                                             |  | Unexercisable                                                                                      
|Theodore
      R. Sanders |  | 10,000                                                                                                                  |  | 30,000                                                                                             
|Daniel J.
      DeVries   |  | 40,000                                                                                                                  |  | 60,000                                                                                             



(1)  
There was no public trading market for the common stock of eCOST.com as of
December 31, 2001.  Accordingly, the value of unexercised in-the-money
options listed in the table has been calculated on the basis of $1.00 per share,
which was the assumed fair value of the eCOST.com common stock at December 31,
2001, less the applicable exercise price per share, multiplied by the number of
shares underlying such options.



Compensation
of Directors



During
fiscal year 2001, the Company compensated each director who was not employed by
the Company or its affiliates a total of $16,000 paid in quarterly installments,
in addition to $2,500 for each board meeting, and $1,000 for each committee
meeting.  Directors of the Company are eligible to participate in the
Company's 1994 Stock Incentive Plan.  During
2001, the Company granted 15,000 shares to each of Sam U. Khulusi, Thomas A.
Maloof, and Ronald B. Reck under the Company's 1994 Stock Incentive Plan. 
The options were granted at $1.49 per share (which was the fair market
value as of the date of grant), vest 33% upon grant date, and 33% per year over
a 2-year period, and expire 10 years from the date of grant.  The Company also granted 20,000 shares to Mark C. Layton under the
Company's 1994 Stock Incentive Plan.  The
options were granted at $1.85 per share (which was the fair market value as of
the date of grant), vest 25% per year over a 4-year period, and expire 10 years
from the date of grant.



Employment
Agreements



In
January 1995, the Company entered into a three-year employment agreement with
Frank F. Khulusi (the "Employment Agreement"). Although the original
term of the Employment Agreement expired January 1, 1998, the Employment
Agreement further provides for one-year automatic extensions if the Employment
Agreement is not terminated by the Company or Mr. Khulusi.  In 1997, the
Employment Agreement provided for an annual base salary to Mr. Khulusi of
$400,000. The Employment Agreement also provides that Mr. Khulusi is entitled to
certain severance benefits in the event that his employment is terminated by the
Company "without cause" or by Mr. Khulusi for "good reason"
or following a "change of control" (all as defined in the Employment
Agreement). In such cases, Mr. Khulusi would receive two times his salary and
bonus for the preceding twelve months in a lump sum distribution following
notice of termination.



In
January 2000, the Company entered into an employment agreement with Kristin M.
Rogers.  Pursuant to this agreement, Ms. Rogers' compensation included (i)
an annual base salary of $250,000 and (ii) an annual bonus of $125,000 based
upon the achievement of annual goals mutually agreed upon by the Company and Ms.
Rogers.  In addition, the Company agreed to grant Ms. Rogers an option to
purchase 400,000 shares of Common Stock of PCM.com Business Solutions, a wholly
owned subsidiary of the Company, vesting at a rate of 25% per year on each
anniversary date of the option (the "PCM Option"), and an option to purchase
50,000 shares of Common Stock of the Company vesting over a period of four years
(the "Company Option").  However, any exercise of the Company Option
will result in the immediate and automatic termination of the entire PCM
Option.  Likewise, any exercise of the PCM Option will result in the
immediate and automatic termination of the entire Company Option.  The
employment agreement also provides that in the event Ms. Rogers is terminated by
the Company without cause (as defined in the employment agreement), upon the
execution of a separation agreement satisfactory to the Company, Ms. Rogers is
entitled to receive a severance payment equal to six months of her base
compensation.



Compensation
Committee Report on Executive Compensation



Notwithstanding
anything to the contrary set forth in any of the Company's previous filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934 that
might incorporate future filings, including this Form 10-K/A, in whole or in
part, the following report and the Stock Performance Graph which follows shall
not be deemed to be incorporated by reference into any such filings.



The
Compensation Committee reviews with management cash and other compensation
policies for employees, makes recommendations to the Board of Directors
regarding compensation matters and determines the compensation for the Chief
Executive Officer. In addition, the Compensation Committee administers the
Company's stock option plans and, within the terms of the respective stock
option plan, determines the terms and conditions of issuances thereunder. The
compensation of the executive officers of the Company, except for the
compensation of the Chief Executive Officer, is set and approved by the
Compensation Committee of the Board of Directors based on the recommendation of
the Chief Executive Officer.



Compensation
Policies



The
Compensation Committee's executive compensation policies are designed to
provide levels of compensation that integrate pay with the Company's
objectives and goals, reward above-average corporate performance, recognize
individual initiative and achievements and assist the Company in attracting and
retaining qualified executives. Executive compensation is set at levels that the
Compensation Committee believes to be adequate to recruit, retain and motivate
key employees.



There
are three primary elements in the Company's executive compensation program:

> Base
>       salary
>     Bonus
>     Stock options

Individual
base salaries are established based on an executive officer's experience,
historical contribution and future importance to the Company and other
subjective factors, without assigning a specific weight to individual factors.



Bonuses
are paid pursuant to executive bonus plans.  Bonus awards are set based on
various goals dependent upon the person's function in the organization. 
Certain individuals' bonus plans are set as a percentage of base salary, with
the specific percentage determined by the person's position within the
Company.  The award of bonuses is dependent on the achievement of specified
goals.  The achievement of quantitative goals at the department and
corporate levels is the primary factor in determining bonuses and such goals are
tied to the achievement of specified performance targets.  During 2001, the
executive bonus plan provided a bonus pool of 10% of the incremental quarterly
pre-tax profits for the core business over the comparable quarter for the prior
year.  If the prior year core business pre-tax results were a loss, the
bonus calculation is adjusted assuming prior year core business pre-tax results
were break-even.  A new executive bonus plan was approved during 2002, to
provide a bonus pool of 10% of the incremental quarterly pre-tax profits for the
consolidated business over the compable quarter for the prior year.  In
addition, executive officers are eligible for other bonuses at the discretion of
the Compensation Committee and Chief Executive Officer.



The
Company believes that a component of the compensation paid to the Company's
executives over the long term should be derived from stock options. The Company
believes that stock ownership in the Company is a valuable incentive to
executives and that the grant of stock options to them serves to align their
interests with the interests of the stockholders as a whole and encourages them
to manage the Company in its best interests. The Compensation Committee
determines whether to grant stock options, as well as the amount of the grants,
based on a person's position within the Company.



Compensation
of Chief Executive Officer



In
establishing the Chief Executive Officer's overall compensation, the
Compensation Committee considered a number of factors, including the record of
leadership and service provided by the Chief Executive Officer since co-founding
the Company.  The Committee has not found it practicable to, and has not
attempted to, assign relative weights to the specific factors considered in
determining the Chief Executive Officer's compensation. Consistent with the
Company's overall executive compensation program, the Chief Executive Officer's
compensation is composed of base salary and bonus. The Chief Executive Officer's
base salary was set at $400,000 in his Employment Agreement with the Company,
described above, and is currently his base salary for 2002.  In 2001, the
Chief Executive Officer was paid a bonus of $117,683 and was granted stock
options to purchase 200,000 shares of the Company's Common Stock at an
exercise price of $1.49 (which was the fair market value as of the date of
grant). The options vest in equal quarterly installments over a four-year
vesting period, with the vesting period beginning September 17, 2000, and expire
in 10 years.



Policy
Regarding Deductibility of Compensation for Tax Purposes-Compliance With
Internal Revenue Code Section 162(m)



Section
162(m) of the Code generally disallows a tax deduction to public companies for
annual compensation over $1 million paid to the chief executive officer or any
of the four other most highly compensated executive officers.  However,
certain compensation meeting a tax law definition of "performance-based"
is generally exempt from this deduction limit. The Company does not currently
have a policy regarding qualification of cash compensation, such as salary and
bonuses, for deductibility under Section 162(m).  However, none of the
Company's executives receive such compensation at levels that approach the
Section 162(m) $1 million limit.  The Company has included provisions in
the 1994 Stock Incentive Plan designed to enable grants of options and SARs to
executive officers affected by Section 162(m) to qualify as "performance-based"
compensation.  However, such grants cannot qualify until such grants are
made by a committee consisting of "outside directors" under Section
162(m).  Prior to March 1999, the Compensation Committee did not meet this
requirement.



Compensation
Committee



Thomas
A. Maloof





STOCK
PERFORMANCE GRAPH



The
performance graph below compares the cumulative total stockholder return of the
Company with the cumulative total return of the Nasdaq Stock Market-US Companies
Index ("Nasdaq-US") and the Nasdaq Retail Trade Index ("Nasdaq-Retail"). 
The graph assumes $100 invested at the per-share closing price of the Company's
common stock and each of the indices on December 31, 1996.  In June 1999,
the Company spun off to its stockholders the Company's uBid, Inc.
subsidiary.  For purposes of the table below, the uBid shares distributed
to the Company's stockholders are treated as nontaxable cash dividends that have
been reinvested in additional shares of Common Stock of the Company in June
1999.  The stock price performance shown in this graph is neither
necessarily indicative of nor intended to suggest future stock price
performance.







|Measurement
      Period
      (Fiscal
      Year Covered) | PC
      Mall, Inc. | NASDAQ
      STOCK
      MARKET
      (U.S.) | NASDAQ
      RETAIL
      TRADE
|---------------------------------------------------------- | ------------------- | -------------------------------------------- | -------------------------------
|                                                           |                     |                                              |                                
|Measurement Date                                           |                     |                                              |                                
|12/31/96                                                   | $100                | $100                                         | $100                           
|FYE 12/97                                                  | $135                | $122                                         | $117                           
|FYE 12/98                                                  | $431                | $173                                         | $143                           
|FYE 12/99                                                  | $373                | $321                                         | $125                           
|FYE 12/00                                                  | $ 
      57         | $193                                         | $
      77                     
|FYE 12/01                                                  | $207                | $153                                         | $106                           



Compensation
Committee Interlocks and Insider Participation



Sam
Khulusi, who served on the Company's Compensation Committee until his
resignation as a Director in April 2002, served as an
executive officer of the Company until February 1996.  There are no Compensation Committee interlocks between the Company and
other entities involving the Company's executive officers and Board members
who serve as executive officers of such companies.



ITEM
12.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT



The
following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 22, 2002 by: (i) each of
the Company's executive officers included in the Summary Compensation Table
set forth under the caption "Executive Compensation"; (ii) each
director; (iii) all current directors and executive officers of the Company (as
of April 30, 2002) as a group; and (iv) each person known to the Company to be
the beneficial owner of more than 5% of the outstanding shares of the Company's
Common Stock.  Percentage ownership
is based on an aggregate of 10,748,634 shares of the Company's Common Stock
outstanding on April 22, 2002.



|Name
      and Address(1)                                                       | Number
      of Shares
      Beneficially
      Owned | Percent
      of Shares
      Beneficially
      Owned
|------------------------------------------------------------------------------- | ----------------------------------------------------- | ------------------------------------------------------
|Frank
      F. Khulusi                                                          | 2,920,245(2)                                          | 26.6%                                                 
|Sam
      U. Khulusi                                                            | 733,000(3)                                            | 6.8%                                                  
|Amre
      A. Youness                                                           | 598,000(4)                                            | 5.6%                                                  
|Daniel
      J. DeVries                                                         | 210,275(5)                                            | 1.9%                                                  
|Theodore
      R. Sanders                                                       | 73,050(6)                                             | *                                                     
|Kristin
      M. Rogers                                                         | 42,500(7)                                             | *                                                     
|Thomas
      A. Maloof                                                          | 30,000(8)                                             | *                                                     
|Ronald
      B. Reck                                                            | 28,750(9)                                             | *                                                     
|Mark
      C. Layton                                                            | 5,000(10)                                             | *                                                     
|Scott
      W. Klein (11)                                                       | 30,000(12)                                            | *                                                     
|All
      current directors and executive officers as a group
      (7 persons) | 3,309,820(13)                                         | 29.1%                                                 

_________________

*             
Less than 1%



|(1)  | Unless
      otherwise indicated, the address for each person is 2555 W. 190th Street,
      Torrance, California 90504.                                                                                                                                                                                                                                     
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Includes
(i) 8,575 shares held in trust for the benefit of the children of Basimah
Khulusi, and (ii) 225,000 shares underlying options which are presently vested
or will vest within 60 days of April 22, 2002.                                                                                                                                             
|(3)  | Includes
      33,000 shares issuable upon exercise of stock options which are presently
      vested.  Mr. Sam Khulusi served as a director of the Company until
      April 2002.                                                                                                                                                                          
|(4)  | The
      address for Mr. Youness is 310 North Lake Avenue, Pasadena, CA 
      91101.                                                                                                                                                                                                                                                                       
|(5)  | Includes
      209,675 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.  Excludes
      60,000 shares of eCOST.com issuable upon exercise of stock options which
      are presently vested or will vest within 60 days of April 22, 2002.                                     
|(6)  | Includes
      73,050 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.  Excludes
      20,000 shares of eCOST.com                                                                                                                                                              
|(7)  | Includes
      42,500 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.                                                                                                                                                                                                         
|(8)  | Includes
      30,000 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.                                                                                                                                                                                                         
|(9)  | Includes
      25,000 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.                                                                                                                                                                                                         
|(10) | Includes
      5,000 shares issuable upon exercise of stock options which are presently
      vested or will vest within 60 days of April 22, 2002.                                                                                                                                                                                                          
|(11) | Mr. Klein
      was an executive officer of the Company until March 2001.                                                                                                                                                                                                                                                                                    
|(12) | Includes
      9,000 shares held by Mr. Klein's spouse.                                                                                                                                                                                                                                                                                                      
|(13) | This
figure includes an aggregate of 610,225 shares issuable upon exercise of stock
options which are presently vested or will vest within 60 days of April 22,
2002.  The figure excludes an aggregate of 80,000 shares of eCOST.com, Inc.
issuable upon exercise of stock options which are presently vested or will vest
within 60 days of April 22, 2002.



ITEM
13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

None.

SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Torrance, State of
California, on April 30, 2002.



| |  |  |  |                                                                                                                                            
| |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | PC
      MALL, INC.                                                                                                                        
|
| |  |  |  | By: 
      /s/ THEODORE R. SANDERSTheodore R. SandersChief financial
      Officer
      (Principal
      Financial and Accounting Officer)