##### Table of Contents

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended: March 31,
2004

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.(Exact name of registrant as specified in its charter)

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

2555 West 190th Street, Suite 201
Torrance, CA 90504
(address of principal executive offices)
(310) 354-5600
(Registrants telephone number, including area code)

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.  Yes [X]    No [  ]

Indicate by check mark whether the Registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [ 
]    No [X]

There were 10,942,164 outstanding shares of Common Stock at
May 5, 2004.



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PC MALL, INC.

TABLE OF CONTENTS

|                                                                                                    |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|                                                                                                   
|PART I - FINANCIAL INFORMATION                                                                     
|Item 1.  Financial Statements                                                                      
|Condensed Consolidated Balance Sheet                                                               
|Condensed Consolidated Statement of Operations                                                     
|Condensed Consolidated
    Statement of Stockholder's Equity                                       
|Condensed Consolidated Statement of Cash Flows                                                     
|Condensed Notes to
    Consolidated Financial Statements                                           
|Item 2. Management's
      Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative
      and Qualitative Disclosures About Market Risk                           
|Item 4. Controls and Procedures                                                                    
|PART II - OTHER INFORMATION                                                                        
|Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of
    Equity Securities      
|Item 5. Other Information                                                                          
|Item 6. Exhibits
      and Reports on Form 8-K                                                     
|Signature                                                                                          
|                                                                                                   





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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

PC MALL, INC. CONDENSED CONSOLIDATED BALANCE SHEET(in thousands, except share data)

March 31,
        2004
        (unaudited)
        
        
        December 31, 2003AssetsCurrent assets:Cash and cash equivalents
        $
        6,023
        
        $
        7,819Accounts receivable, net of allowance for doubtful accounts
        
        77,585
        
        
        71,401Inventories
        
        68,944
        
        
        80,542Prepaid expenses and other current assets
        
        4,276
        
        
        3,909Deferred income taxes
        
        3,578
        
        
        3,578Total current
          assets
        
        160,406
        
        
        167,249Property and equipment, net
        
        10,623
        
        
        10,438Goodwill
        
        1,355
        
        
        861Deferred income taxes
        
        9,464
        
        
        9,269Other assets
        
        1,228
        
        
        1,353$
        183,076
        
        $
        189,170Liabilities and Stockholders' EquityCurrent liabilities:Accounts payable
        $
        78,072
        
        $
        83,856Accrued expenses and other current liabilities
        
        15,321
        
        
        15,869Deferred revenue
        
        11,454
        
        
        12,100Line of credit
        
        26,657
        
        
        26,202Notes payable - current
        
        1,000
        
        
        1,000Total current liabilities
        
        132,504
        
        
        139,027Notes payable
        
        -
        
        
        250Total liabilities


        
        132,504


        

        
        139,277Stockholders' equity:Preferred stock, $.001 par value, 5,000,000 shares
          authorized; none issued and outstanding
        
        -
        
        
        -Common stock, $.001 par value;
          30,000,000 shares authorized;
          11,234,707 and 11,165,399 shares issued; and 10,940,507 and 10,871,199
          shares outstanding, respectively
        
        11
        
        
        11Additional paid-in capital
        
        78,576
        
        
        78,032Treasury stock at
        cost: 294,200 shares
        
        (1,015)
        
        
        (1,015)Translation
        adjustment
        
        -
        
        
        1Retained earnings (accumulated deficit)
        
        (27,000)
        
        
        (27,136)Total stockholders' equity
        
        50,572
        
        
        49,893$
        183,076


        

        $
        189,170


See  condensed notes to  consolidated financial statements.



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Table of Contents

PC MALL, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS(unaudited, in thousands, except
per share data)

Three
    months endedMarch 31,2004
    
    
    2003Net sales
    $
    278,123
    
    $
    234,797Cost of
    goods sold
    
    242,866
    
    
    205,931Gross
    profit
    
    35,257
    
    
    28,866Selling, general and administrative
      expenses
    
    26,972
    
    
    24,021Selling, general and administrative
      expenses related to non-cash compensation expense
    
    69
    
    
    -Advertising, net in 2003
    
    7,594
    
    
    4,193Income
    from operations
    
    622
    
    
    652Interest
    expense, net
    
    401
    
    
    188Income
    before income taxes
    
    221
    
    
    464Income tax
    provision
    
    85
    
    
    172Net income
    $
    136
    
    $
    292Earnings per shareBasic
    earnings  per share
    $
    0.01
    
    $
    0.03Diluted
    earnings  per share
    $
    0.01
    
    $
    0.03Weighted average shares outstandingBasic weighted average number of shares outstanding
    
    10,891
    
    
    10,598Diluted weighted average number of shares outstanding
    
    12,089
    
    
    11,124


See  condensed notes to  consolidated financial statements.



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##### Table of Contents

PC MALL, INC. 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY(unaudited, in thousands)



Common Stock
    Additional
      Paid-in
      Capital
    Treasury Stock
    Translation Adjustment
    Retained
    Earnings (Accumulated Deficit)
    TotalCommon SharesIssued
    OutstandingBalance at December 31, 2003
    11,165
    10,871
    
    $ 11
    $ 78,032
    $ (1,015)
    $    
    1
    $ (27,136)
    $ 49,893Stock option exercises,
      including related income tax benefit
    70
    70
    
    -
    544
    -
    -
    -
    544Translation adjustment
    -
    -
    
    -
    -
    -
    (1)
    -
    (1)Net Income
    -
    -
    
    -
    -
    -
    -
    136
    136Balance at March 31, 2004
    11,235
    10,941
    
    $ 11
    $  78,576
    $(1,015)
    $     -
    $ (27,000)
    $ 50,572




See  condensed notes to  consolidated financial statements.



---



PC MALL, INC. 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)

|                                                                                                | For the
          three months endedMarch31,
|----------------------------------------------------------------------------------------------- | --------------------------------------------
|                                                                                                | 2004                                        
|Cash flows from operating activities:                                                          
|Net income                                                                                      | $                                           
|Adjustments to reconcile net
          income to net cash used in operating activities:         |                                             
|Depreciation and amortization                                                                   |                                             
|Deferred income tax
          provision                                                         |                                             
|Selling, general and administrative expenses related to
          non-cash compensation expense |                                             
|Gain on sale of fixed assets                                                                    |                                             
|Changes in assets and liabilities:                                                              |                                             
|Accounts receivable                                                                             |                                             
|Inventories                                                                                     |                                             
|Prepaid expenses and other current assets                                                       |                                             
|Other assets                                                                                    |                                             
|Accounts payable                                                                                |                                             
|Accrued expenses and other current
          liabilities                                        |                                             
|Deferred revenue                                                                                |                                             
|Total adjustments                                                                               |                                             
|                                                                                                |                                             
|Net cash used in operating activities                                                           |                                             
|                                                                                                |                                             
|Cash flows from investing activities:                                                           |                                             
|Purchase of property and equipment                                                              |                                             
|                                                                                                |                                             
|Net cash used in
        investing activities                                                   |                                             
|                                                                                                |                                             
|Cash flows from financing activities:                                                           |                                             
|Payments for
          deferred financing costs                                                 |                                             
|Decrease in book overdraft                                                                      |                                             
|Payments under notes payable                                                                    |                                             
|Net

        borrowings under line of credit                                                    |                                             
|Principal payments of obligations under capital leases                                          |                                             
|Repurchase of
        common stock                                                              |                                             
|Proceeds from stock issued under stock option plans                                             |                                             
|Net cash
        provided by financing activities                                               |                                             
|                                                                                                |                                             
|Effect of foreign
        currency on cash flow                                                 |                                             
|                                                                                                |                                             
|Net decrease in
        cash and cash equivalents                                               |                                             
|Cash and cash equivalents:                                                                      |                                             
|Beginning of period                                                                             |                                             
|End of period                                                                                   | $                                           

See  condensed notes to  consolidated financial statements.



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##### Table of Contents

PC MALL, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.Basis of Presentation

> The
> consolidated interim financial statements include the accounts of PC Mall, Inc.,
> a Delaware corporation, (formerly IdeaMall, Inc. and Creative Computers, Inc.)
> and its wholly owned subsidiaries (collectively, the "Company") and have been
> prepared without audit pursuant to the rules and regulations of the Securities
> and Exchange Commission ("SEC"). Certain information and footnote disclosures
> normally included in financial statements prepared in accordance with generally
> accepted accounting principles have been condensed or omitted pursuant to such
> regulations.  These financial statements should be read in conjunction with
> the audited financial statements and the notes thereto included in the Company's
> Annual Report on Form 10-K for the year ended December 31, 2003.
> In
> the opinion of management, the accompanying unaudited condensed consolidated
> financial statements contain all adjustments consisting solely of normal
> recurring items necessary for a fair statement of the financial position of the
> Company at March 31, 2004 and December 31, 2003 and the results of operations for
> the three months ended March 31, 2004 and 2003, and cash flows for
> the three months ended March 31, 2004 and 2003.  The results of operations for
> the interim periods are not necessarily indicative of the results of operations
> for the full year.
>   Reclassifications
>   Certain reclassifications have been made
>   to the 2003 financial statement amounts to conform to the 2004 presentation.

2.
Recent Accounting Pronouncements

> In November 2002, the FASB issued EITF No. 02-16, "Accounting by a Customer
> (Including a Reseller) for Certain Consideration Received from a Vendor" ("EITF
> 02-16"). EITF 02-16 requires that consideration received by a customer from a
> vendor is considered (a) an adjustment of the prices of the vendor's products or
> services and therefore, characterized as a reduction of cost of sales when
> recognized in the reseller's statement of operations, (b) an adjustment to a
> cost incurred by the reseller and, therefore, characterized as a reduction of
> that cost when recognized in the reseller's statement of operations, or (c) a
> payment for assets or services delivered to the vendor, and therefore,
> characterized as revenue when recognized in the reseller's statement of
> operations.  Adoption of EITF 02-16 was required for the Company for new
> agreements, including modifications of existing agreements, entered into after
> December 31, 2002.  As a result of the adoption of EITF 02-16, the Company
> recorded $6.2 million and $3.6 million of advertising funding as a reduction of cost of sales for the
> quarters ended March 31, 2004 and 2003, respectively, which would have previously been netted against
> advertising expense.

---

3. Net income per share

> Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing
>   net income by the weighted average number of common shares outstanding during
>   the reported periods.  Diluted EPS reflects the potential dilution that
>   could occur under the treasury stock method if stock options and other
>   commitments to issue common stock were exercised. The computation of Basic and
>   Diluted EPS is as follows (in thousands, except per share data):
>   
>   Three months endedMarch31,2004
>         
>         
>         2003Net income
>         $
>         136
>         
>         $
>         292Weighted average shares -
>           Basic
>         
>         10,891
>         
>         
>         10,598Effect of
>           dilutive stock options and warrants (a)
>         
>         1,198
>         
>         
>         526Weighted
>           average shares - Diluted
>         
>         12,089
>         
>         
>         11,124Earnings per share - Basic
>         $
>         0.01
>         
>         $
>         0.03Earnings per share - Diluted
>         $
>         0.01
>         
>         $
>         0.03

(a)  Potential common shares of
0 and 776,218 for the quarters ended March 31, 2004 and 2003, respectively, have been excluded
from the earnings per share computations because the effect of their
inclusion would be anti-dilutive.

---

4. Segment Information

> The Company operates in
>   three reportable segments: 1) a rapid response supplier of technology
>   solutions for business, government and educational institutions as well as
>   consumers, comprised of Corporate, Public Sector, Inbound Catalog and other sales, collectively referred to as the "Core Business",  2)
>   a multi-category online discount retailer of new, refurbished and close-out products under the eCOST.com brand,
>   and 3) an online marketplace/auction business under the OnSale.com brand.   The OnSale.com segment, which was previously
>   reported as part of the Core Business, was established as a new segment
>   beginning in the third quarter of 2003, and prior period amounts have been
>   adjusted to reflect the new presentation.  The Company allocates resources to and
>   evaluates the performance of its segments based on operating income.  Corporate
>   expenses are included in the Company's measure of segment operating income for
>   management reporting purposes.
> Summarized segment information for continuing operations
> for the three months ended
>   March 31, 2004
>   and 2003 is as follows (in thousands):
>   Three months ended March 31, 2004
>         
>         
>         Core Business
>         
>         
>         eCOST.com
>         
>         
>         OnSale.com
>         
>         
>         ConsolidatedNet sales
>         
>         $
>         239,790
>         
>         $
>         38,325
>         
>         $
>         8
>         
>         $
>         278,123Gross profit
>         
>         
>         31,200
>         
>         
>         4,049
>         
>         
>         8
>         
>         
>         35,257Income from operations
>         
>         
>         1,207
>         
>         
>         (273)
>         
>         
>         (312)
>         
>         
>         622Three
>           months ended March 31, 2003
>         
>         
>         Core Business
>         
>         
>         eCOST.com
>         
>         
>         OnSale.com
>         
>         
>         ConsolidatedNet sales
>         
>         $
>         210,880
>         
>         $
>         23,917
>         
>         $
>         -
>         
>         $
>         234,797Gross profit
>         
>         
>         26,176
>         
>         
>         2,690
>         
>         
>         -
>         
>         
>         28,866Income from operations
>         
>         
>         715
>         
>         
>         118
>         
>         
>         (181)
>         
>         
>         652

5. Stock-Based Compensation

> The Company accounts for its stock option plans using the
> intrinsic value-based method of accounting prescribed by Accounting Principles
> Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB 25") and
> related interpretations.  Under this method, compensation expense is
> recorded on the date of grant only if the current market price of the underlying
> common stock exceeded the exercise price.  Statement of Financial
> Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
> 123") established accounting and disclosure requirements using a fair
> value-based method for stock option plans.  As allowed by SFAS 123, the
> Company continues to apply the intrinsic value-based method of accounting, and
> has adopted the disclosure requirements of SFAS 123.  Accordingly, the
> Company does not record compensation expense on issuance of stock options to
> employees, as
> all options issued to employees to date were granted at the then-current market value at the
> date of grant.
> In June 2003, the Company issued a warrant to purchase 30,000
> shares of the Company's common stock to a consulting firm for investor and
> public relations services.  The warrant was issued at an exercise price of $3.99
> with a five-year term, and vests monthly over a one year period from the date of
> grant.  The Company valued the warrant at fair value (in accordance with FASB
> Statement No. 123, "Accounting for Stock Based Compensation") based on a Black-Scholes
> fair value calculation.  The warrant was valued at the date of grant and will be
> re-measured at fair value at each subsequent reporting period, and changes in
> value will be recorded over the twelve month performance period of the warrant.  The Company recorded an expense of approximately $0.1 million for the first
> quarter of 2004 in connection with the issuance of this warrant.
> Had compensation cost
> on all grants been determined consistent with SFAS
> 123, the Company's net income and earnings per share would have been reduced to
> the pro forma amounts shown below (in thousands, except per share amounts).

Three months endedMarch 31,2004



    


    


    2003Net income (as reported)


    $



    136



    


    $
    292Less:
    compensation expense as determined under SFAS 123, net of related taxes


    



    (402)



    


    
    (269)Add
    stock-based employee compensation expense included in reported net income,
    net of related taxes


    



    43



    


    
    -Pro
    forma net income (loss)


    $



    (223)



    


    $
    23Basic earnings per share (as reported)


    $



    0.01



    


    $
    0.03Basic earnings (loss) per share (pro forma)


    $



    (0.02)



    


    $
    0.00Diluted earnings per share (as reported)


    $



    0.01



    


    $
    0.03Diluted earnings (loss) per share (pro forma)


    $



    (0.02)



    


    $
    0.00


> The
> fair value of each stock option grant has been estimated pursuant to SFAS 123 on
> the date of grant using the Black-Scholes option pricing model with the
> following weighted average assumptions:

Three months ended
      March 31,2004



    


    2003Risk free interest rates


    3.81%



    


    3.60%Expected dividend yield


    none



    


    noneExpected lives


    7 yrs.



    


    7 yrs.Expected volatility


    116%



    


    128%


> The weighted average grant date fair values of
> options granted under the Plans for the three months ended March 31, 2004 and
> 2003 were $13.59 and $2.92, respectively.
> eCOST.com 1999 Stock Incentive Plan
> In 1999, eCOST.com adopted
> its 1999 Stock Incentive Plan.   As of March 31,
> 2004, options to purchase an aggregate of 662,000 shares of eCOST.com common
> stock were outstanding at a weighted average exercise price of $5.67.  The
> options have terms that (i) restrict exerciseability based on the earlier of a
> corporate transaction involving eCOST.com (e.g. a merger or consolidation or disposition of all or
> substantially all of the assets of eCOST.com) as defined, an initial public
> offering by eCOST.com or the lapse of a five or seven year period from date of
> grant, and (ii) for certain awards, provide repurchase rights to eCOST.com at the
> original exercise price in the event of employee termination, which right
> terminates in the event of a corporate transaction or initial public offering. 
> No options were exercisable at March 31, 2004 or for any prior year, and the
> time-based vesting terms (generally two to five years from the date of grant) were
> not deemed substantive as the awards are effectively contingent upon a corporate
> transaction or initial public offering of eCOST.com.  Due to such contingency, the Company
> has deemed the awards to be variable awards under APB 25 and as a result, the
> Company will be required to recognize a compensation charge based on the
> intrinsic value of the options when and if such contingent events occur in the
> future.

6. Supplemental  Disclosure of Non-cash
Transactions

|                                                                         | Three months ended
      March 31,
|------------------------------------------------------------------------ | ----------------------------------
|                                                                         | 2004                              
|Earnout provision
      pursuant to Pacific Business Systems acquisition | 494                               

7.          
eCOST.com Initial Public Offering

> On May 5,
> 2004, eCOST.com, Inc., a wholly-owned subsidiary of the Company, filed a
> registration statement with the Securities and Exchange Commission for a
> proposed public offering of its common stock.  Following the initial public
> offering, the Company will own no less than 80.1% of the common stock of
> eCOST.com (assuming full exercise of the underwriters' over-allotment option).
> The registration statement is being reviewed by the SEC and there can be no
> assurance as to when or if the initial public offering of eCOST.com will be completed. The
> Company has announced that it intends to distribute the remaining shares of
> eCOST.com to the Company's stockholders approximately six months following
> completion of the initial public offering. Completion of the distribution is
> contingent upon the satisfaction or waiver of a variety of conditions,
> including, among other things, the receipt of a favorable opinion of the
> Company's tax counsel as to the tax-free nature of the distribution for U.S.
> federal income tax purposes. As a result, the distribution may not occur at the
> contemplated time and may not occur at all.





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##### Table of Contents

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOverview and Recent Developments
PC Mall, Inc. through its subsidiaries
(the "Company"), is a leading rapid response direct marketer of computer
hardware, software, peripheral, electronics, and other consumer products. 
The Company's headquarters is in Torrance, California.

The Company offers products to business, government and educational institutions
as well as individual consumers through dedicated outbound and inbound
telemarketing sales executives, the Internet, direct marketing techniques,
direct response catalogs, a direct sales force, and three retail showrooms.
The Company offers a broad selection of products through its
distinctive full-color catalogs under the PC Mall, MacMall, ClubMac, PC Mall Gov
and eCOST.com brands; its worldwide web sites on the Internet: pcmall.com,
macmall.com, clubmac.com, pcmallgov.com, and ecost.com; and other promotional
materials.  The Company also operates OnSale.com, an online marketplace and
auction, which was formally launched in October 2003.

The Company operates in three reportable
segments: 1) a rapid response supplier of technology solutions for business,
government and educational institutions as well as consumers, comprised of
Corporate, Public Sector, Inbound Catalog and other sales, collectively referred
to as the "Core Business"; 2) a multi-category online discount retailer of new,
refurbished, and close-out products under the eCOST.com brand; and 3) an online
marketplace/auction business under the OnSale.com brand.  Beginning in the first
quarter of 2003, the Company integrated its eLinux segment into the Core
Business segment.  The OnSale.com segment, which was previously reported as part
of the Core Business, was established as a new segment beginning in the third
quarter of 2003, and prior period amounts have been adjusted to reflect the new
presentation.  The Company allocates resources to and evaluates the performance
of its segments based on operating income.  Corporate expenses are included in
the Company's measure of segment operating income for management reporting
purposes.

Company management regularly reviews its
performance using a variety of financial and non-financial metrics including,
but not limited to, sales, shipments, average order size, gross margin, co-op
advertising revenues, advertising expense, personnel costs, sales account
executive productivity, accounts receivables aging, inventory turnover,
liquidity, and cash resources.  Company management compares the various
metrics against goals and budgets, and takes appropriate action to enhance
Company performance.

The Company plans to continue to focus
efforts on increasing market share by investing in the growth, training, and
retention of its Outbound sales force.  This strategy is expected to result
in increased expenses associated with the infrastructure and training necessary
to achieve those goals, which could have an impact on profitability in the near
term.

In 2003, the Company established a
Canadian call center serving the U.S. market.  The Canadian
call center had a net cost to the Company of $0.6 million inthe three months ended March 31, 2004.  The Company believes that the
Canadian call center allows it to access an abundant, highly educated labor pool
and provides cost advantages from the currency exchange rate differences as well
as a government labor subsidy that extends through approximately the end of
2007.

In June 2002, the Company formed Onsale, Inc.
as a wholly-owned subsidiary.  The Company acquired the URL and software
that operated the original OnSale.com website for approximately $0.4 million
through bankruptcy proceedings of Egghead in December 2002.  In October
2003, the Company formally launched OnSale.com, an online marketplace including auctions.  The OnSale.com website
has been rebuilt on a technology platform using the latest .NET solutions.  As of
March 31, 2004, the Company has
invested approximately $0.9 million in capital expenditures and software
development costs in connection with its OnSale.com business.  As OnSale.com is a marketplace service, and is not itself a
seller of the products sold on its website, the Company expects that in the
foreseeable future, revenue through OnSale.com will be immaterial.

Net sales of the Company are derived
primarily from the sale of computer hardware, software, peripherals,
electronics, and other consumer products to business, government and educational
institutions as well as individual consumers through dedicated outbound and
inbound telemarketing sales executives, the Internet, relationship-based
telemarketing techniques, direct response catalogs, a direct sales force, and three retail showrooms
located in Southern California and Tennessee. Gross profit consists of net sales
less product costs, inbound and outbound shipping costs and certain marketing
development funds. Such funds are received
from manufacturers of products included in the Company's catalogs and web sites,
as well as co-operative advertising funds ("co-op") on products purchased from
manufacturers and vendors.

A substantial portion of the Company's
business is dependent on sales of HP products, Apple and Apple-related products, and
products of other vendors including IBM, Ingram Micro, Microsoft, Sony, and Tech
Data. Products manufactured by HP represented 23% of the Company's net sales inthe three months ended March 31, 2004. 
Products manufactured by Apple represented 19% of the Company's net sales inthe three months ended
March 31, 2004.

Critical Accounting Policies and Estimates

The Company's consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America.  The preparation of the Company's
consolidated financial statements requires the Company to make estimates and
assumptions that affect the reported amounts of assets, liabilities, net sales
and expenses, as well as the disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results could differ from those estimates, and
revisions to estimates are included in the Company's results for the period in
which the actual amounts become known.

Management considers an accounting estimate to be critical if:

-- it requires assumptions to be made that were uncertain at the
time the estimate was made; and

-- changes in the estimate or different estimates that could have
been selected could have a material impact on the Company's results of operations or
financial condition.

Management has discussed the development and selection of these
critical accounting policies and estimates with the audit committee of the
Company's board
of directors.  The Company believes the critical accounting policies
described below affect the more significant judgments and estimates used in the
preparation of the Company's financial statements:

Revenue
Recognition.The Company adheres to the revised guidelines and
principles of sales recognition described in Staff Accounting Bulletin No. 104,
"Revenue Recognition" ("SAB 104"), issued by the staff of the Securities and
Exchange Commission (the "SEC") as a revision to Staff Accounting Bulletin No.
101, "Revenue Recognition" ("SAB 101").  While the wording of SAB 104 has
revised the original SAB 101, "Revenue Recognition", the revenue recognition
principles of SAB 101 remain largely unchanged by the issuance of SAB 104. 
Under SAB 104, sales are recognized when the title and risk of loss are passed
to the customer, there is persuasive evidence of an arrangement for sale,
delivery has occurred and/or services have been rendered, the sales price is
fixed or determinable and collectibility is reasonably assured.  Under
these guidelines, the majority of the Company's sales, including revenue from
product sales and gross outbound shipping and handling charges, are recognized
upon receipt of the product by the customer.  For all product sales shipped
directly from suppliers to customers, the Company takes title to the products
sold upon shipment, bears credit risk, and bears inventory risk for returned
products that are not successfully returned to suppliers; therefore, these
revenues are recognized at gross sales amounts.

Certain software
products and extended warranties that the Company sells (for which the Company
is not the primary obligor) are recognized on a net basis in accordance with SEC
Staff Accounting Bulletin No. 101, "Revenue Recognition" and EITF 99-19,
"Reporting Revenue Gross as a Principal versus Net as an Agent." Accordingly,
such revenues are recognized in net sales either at the time of sale or over the
contract period, based on the nature of the contract, at the net amount retained
by the Company, with no cost of goods sold.

Sales are reported net of estimated
returns and allowances, coupon redemptions and credit card chargebacks.  If
actual sales returns, allowances, discounts, coupon redemptions and credit card
chargebacks are greater than estimated by management, additional expense may be
incurred.

Allowance
for Doubtful Accounts Receivable. The Company
maintains an allowance for doubtful accounts receivable based upon estimates of
future collection.  The Company extends credit to its customers based upon
an evaluation of each customer's financial condition and credit history, and
generally does not require collateral.  The Company regularly evaluates
its customers' financial condition and credit and payment history in determining the
adequacy of its allowance for doubtful accounts.  The Company also
maintains an allowance for uncollectible vendor receivables which arise from
vendor rebate programs, price protections and other promotions.  The
Company determines the sufficiency of the vendor receivable allowance based upon
various factors, including payment history.  Amounts received from vendors
may vary from amounts recorded because of potential non-compliance with certain
elements of vendor programs.  If estimated allowances for uncollectible
accounts or vendor receivables subsequently prove insufficient, additional
allowance may be required.

Reserve
for Inventory Obsolescence. The Company maintains allowances for the
valuation of its inventory by estimating the obsolete or unmarketable inventory
based on the difference between inventory cost and market value determined by
general market conditions, nature, age and type of each product.  The
Company regularly evaluates the adequacy of its inventory reserve.  If the
inventory reserve subsequently proves insufficient, additional inventory
write-downs may be required.

Coupon Redemption Rate Estimates.
The Company accrues monthly expense related to promotional coupon rebates based
upon the quantity of eligible orders transacted during the period and the
estimated redemption rate.  The estimated expense is accrued and presented
as a reduction of net sales.  The estimated redemption rates used to
calculate the accrued coupon expense and related coupon liability are based
upon historical redemption experience rates for similar products or coupon
amounts.  Estimated redemption rates and the related coupon expense and
liability are regularly adjusted as actual coupon redemptions for the program
are processed.  If actual redemption rates are greater than anticipated,
additional expense may be incurred.

Deferred Advertising Revenue and
Costs.The Company produces and circulates catalogs
at various dates throughout the year and receives market development funds and
co-op advertising funds from vendors included in each catalog.  These funds are
recognized based on sales generated over the life of the catalog, approximately
eight weeks, as an offset to cost of sales in accordance with
EITF No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor" ("EITF 02-16"). 
The costs of developing, producing and circulating each catalog are deferred and
charged to advertising expense at the same rate as the co-op revenue based on
the life of the catalog.  Deferred advertising revenue is included in accrued
expenses and other current liabilities, offset by deferred advertising costs,
which are included in prepaid expenses and other current assets.

Results of OperationsThree Months Ended March 31, 2004 Compared to the Three Months Ended
March 31, 2003

Consolidated net sales for the quarter ended March 31, 2004 were $278.1
million, an increase of $43.3 million, or an 18% increase over last year's first
quarter net sales of $234.8 million.  Core
Business sales for the quarter were $239.8 million, an increase of $28.9 million
over the prior year's first quarter, with Corporate sales for the quarter growing
36% and PC Mall Gov sales growing 17% compared to the prior year's first
quarter, partially due to a 44% increase in combined account manager headcount
in those units. This growth was offset by a decline in the
Core Business catalog sales of 15% for the first quarter of 2004 compared to
prior year's first quarter.  eCOST.com
sales for the quarter were $38.3 million, an increase of $14.4 million, or 60%
over the prior year's first quarter.  This increase for eCOST.com is due primarily to
increased sales to business customers as a result of an expanded business
customer sales-force, and shipping promotions.  For the quarter ended March 31, 2004, sales of HP and Apple products represented
23%
and 19% of consolidated net sales, compared to 21% and 20%, respectively, in the prior year's
comparable period.  OnSale.com net sales for the first quarter of 2004 were
insignificant, and therefore have no meaningful comparison to the prior year's
quarter.
Consolidated gross profit was $35.3 million for the three months ended March 31,
2004, an increase of $6.4 million, or 22%, over the prior year's comparable
quarter.  For the Core Business, gross profit was $31.2 million, an
increase of $5.0 million, or 19% over the prior year's first quarter gross
profit.  For eCOST.com, gross profit for the first quarter of 2004 was $4.0
million, an increase of $1.4 million, or 51% from the prior year's first
quarter.  The gross profit increases in the first quarter of 2004 included
the impact of EITF 02-16 in the prior year which resulted in approximately $2.6
million of vendor consideration being classified as advertising in the first
quarter of 2003 but classified as cost of goods sold in the first quarter of
2004.  For the Core Business and eCOST.com segments, the effect EITF 02-16
on the prior year accounted for $2.4 million and $0.2 million of the segment
gross profit increases.  As of March 31, 2004 nearly all vendor
consideration is recorded as an offset to cost of goods sold.  As a
percentage of net sales, consolidated gross profit for the three months ended
March 31, 2004 increased to 12.7% compared with 12.3% in the prior year's first
quarter.  For the Core Business, gross profit as a percentage of net sales
increased to 13.0% compared with 12.4% in the prior year's first quarter. 
Gross profit as a percentage of net sales for eCOST.com decreased to 10.6% from
11.2% in the prior year's first quarter primarily due to lower margins on
business sales, increased promotional activities such as the issuance of mail-in
rebates and reduced shipping rates charged to customers, which was partially
offset by the effect of EITF 02-16 as discussed above.  The Company's gross profit percentage
may vary from quarter to quarter, depending on the continuation of key vendor support programs, including price
protections, rebates and return policies, and based on product mix, pricing strategies,
acquisitions, competition and other factors.   See "Impact of Recently
Issued Accounting
Standards" below for a discussion of the Company's adoption of EITF 02-16.

Consolidated selling, general, and administrative ("SG&A")
expenses were $27.0 million for the three months ended March 31, 2004 (which
includes a $0.1 million charge for non-cash stock compensation), representing an
increase of $3.0 million, or
13% from the comparable period in the
prior year.  As a percent of net sales, SG&A expenses decreased to 9.7% from
10.2% in the prior year. 
For the Core Business, SG&A expenses in the
first quarter of 2004 were $24.1 million, an increase of $2.2 million, or 10%, compared to the
first
quarter of the prior year.  As a percent of net sales, SG&A expenses for the Core Business
decreased to
10.0%
compared with 10.4% in the first quarter last year.  The Consolidated and
Core Business increases were primarily due to expense of $0.6 million in
connection with the Canadian call center initiative and  increases in Corporate and Public
Sector account manager headcount.  For eCOST.com, SG&A
expenses in the first quarter of 2004 were $2.7 million, an increase of $0.7
million, or 36%, compared with the first quarter of the prior year.  As a
percent of net sales, SG&A expenses for eCOST.com decreased to 7.0% in the first quarter of 2004 compared with
8.2% in the first
quarter last year.  SG&A expenses for eCOST.com include $0.2 million in
connection with obtaining audited 3-year financial statements,  offset
by operating leverage based on the 60% increase in sales compared to prior
year's quarter.  For OnSale.com,
SG&A expenses in the first quarter of 2004 were $0.3 million, an increase of
$0.1 million, or 58% compared with the first quarter of the prior year. 
OnSale.com sales for the first quarters of 2003 and
2004 were insignificant, and therefore comparisons as a percent of net sales are
not meaningful.

Consolidated advertising expense for the first quarter of 2004
was $7.6 million, an increase of $3.4 million over the prior year's first
quarter.  For the Core Business, advertising expense was $5.9 million
compared to $3.6 million in the prior year's first quarter.  This increase
is due to the effect of EITF 02-16 as described above.  For eCOST.com,
advertising expense for the first quarter of 2004 was $1.7 million compared to
$0.6 million in the comparable period in the prior year.  For eCOST.com,
excluding the effect of EITF 02-16, advertising expenses increased by $0.9
million in the first quarter of 2004 compared to prior year's first quarter, as
incremental advertising funds were spent to acquire new customers and for branding
purposes.

Net interest expense
for the three months ended March 31, 2004 increased to $0.4 million,
from $0.2 million in the prior year's comparable quarter.  The increase in interest
expense resulted from increased daily average borrowings on the Company's Line of Credit.

The Company recorded
an income tax provision for the quarter ended March 31, 2004 of $0.1
million, down from $0.2 million in the comparable quarter in 2003.  The Company
utilized an effective tax rate of 38.5% for the quarter ended March 31, 2004 and 37%
for the quarter ended March 31, 2003.

Liquidity and Capital Resources

Working Capital.The Company's primary capital need has been
funding the working capital requirements created by its growth in sales and
strategic acquisitions. 
Historically, the Company's primary sources of financing have come from cash
flow from operations, public and private issuances of its common
stock, and borrowings from financial
institutions.The Company believes that current
working capital, together with cash flows from operations and available lines of
credit, will be adequate to support the Company's current operating plans for at
least the next twelve months.  If the Company needs extra funds, such as for
additional acquisitions or expansion or to fund unexpected
losses, there are no assurances that adequate financing will be available at
acceptable terms, if at all.

As of March 31, 2004, the Company had cash and cash equivalents of $6.0 million
and working capital of $27.9 million.  Inventory decreased $11.6 million to
$68.9 million from December 31, 2003 as the Company sold through product
accumulated at year-end resulting from strategic buying opportunities. 
Accounts receivable increased $6.2 million to $77.6 million from December 31,
2003 resulting from increased business and governmental sales.  For the
three months ended March 31, 2004, capital expenditures were $0.8 million versus
$1.1 million for the comparable period last year.

In April 2004, the Company agreed to extend to its eCOST.com subsidiary a line
of credit of up to $10.0 million for necessary working capital requirements
arising from expenses and liabilities incurred by eCOST.com in the ordinary
course of business. The Company's obligation under this line of credit will
terminate upon the earlier to occur of (i) completion of an initial public
offering ("IPO") of eCOST.com's common stock, (ii) the sale of all or
substantially all of the assets or capital stock of eCOST.com, or (iii) June 30,
2005.

The Company maintains a $75 million, asset-based revolving credit
facility from a lending unit of a large commercial bank (the "Line of Credit")
that commenced in March 2001.  In March 2003, the Line of Credit was
amended to extend the term by an additional three years to expire in March 2007,
and obtain improved terms for the Company.  The Line of Credit functions as
a working capital line of credit with a borrowing base of inventory and accounts
receivable, and bears interest at prime with a LIBOR option.  At March 31,
2004, the Prime Rate was 4.00%.  The Line of Credit is secured by
substantially all of the Company's assets.  The Line of Credit has as its
single financial covenant a minimum tangible net worth requirement and also
includes a commitment fee of 0.25% annually on the unused portion of the line up
to $60 million.  In May 2004, the Line of Credit was amended to provide for
a conditional release of eCOST.com as a co-borrower and release of eCOST.com's
assets as collateral, effective upon completion of eCOST.com's IPO.  The
Company also maintains a $40 million flooring credit facility, which functions
in lieu of a vendor trade payable for inventory purchases and does not bear
interest if paid within terms specific to each vendor (the "Flooring Facility"). 
The Flooring Facility is secured by substantially all of the Company's assets
and is also supported by a letter of credit issued under the Line of Credit in
the amount outstanding under the Flooring Facility from time to time.  The
amount outstanding under the Flooring Facility is applied against the credit
limit under the Line of Credit.  In April 2004, the Company extended the
Flooring Facility through March 2005.  The Company did not draw any
substantial amounts on the Flooring Facility during the three months ended March
31, 2004.  At March 31, 2004 and December 31, 2003, the Company had $26.7
million and $26.2
million of net working capital advances outstanding under the Line of Credit,
respectively, and had no borrowings under the Flooring Facility included in
accounts payable at either period ended.  The Company had $25.4
million available to borrow for working capital advances under the Line of
Credit at March 31, 2004.  Loan availability under the Line of Credit
fluctuates daily and is affected by many factors including eligible assets
on-hand, opportunistic purchases of inventory and early pay discounts.  The
Company was in compliance with its financial covenants under the Line of Credit
at March 31, 2004.  In connection with the Line of Credit, the Company
signed a promissory note in March 2003 in the principal amount of $2 million,
which bears interest at the prime rate, and will be repaid monthly over a
two-year period.  As of March 31, 2004, $1.0 million was
outstanding under the note.

As part of its growth strategy, the Company may, in the future, acquire other
companies in the same or complementary lines of business, and pursue other
business ventures. Any launch of a new business venture or any acquisition and
the ensuing integration of the operations of the acquired company with those of
the Company would place additional demands on the Company's management,
operating and financial resources.

Cash Flows.
Net cash used in operating activities were $1.4 million for the quarter ended March 31, 2004.  The primary factors that affected the
Company's cash flow
from operations were inventories, accounts receivable and accounts payable.Inventory decreased $11.6 million inthe quarter ended March 31, 2004over prior year end, and inventory turns decreased to 14.9 from 18.1 inthe quarter ended March 31, 2003. 
Accounts receivable increased $6.2 million to $77.6 million during the quarter
ended March 31, 2004. 
Accounts payable and book overdraft decreased by a total of $5.8 million or
6.9%.  Net borrowings under the Line of Credit
increased by $0.5 million inthe three months ended March
31, 2004.

InflationInflation has not had a material impact upon operating results, and the Company does not expect it to have such an impact in the near
future.  There can be no assurances, however, that the Company's business will not be so affected by inflation.

Impact of Recently Issued Accounting Standards

In November 2002, the FASB issued EITF No. 02-16, "Accounting by a Customer
(Including a Reseller) for Certain Consideration Received from a Vendor" ("EITF
02-16"). EITF 02-16 requires that consideration received by a customer from a
vendor is considered (a) an adjustment of the prices of the vendor's products or
services and therefore, characterized as a reduction of cost of sales when
recognized in the reseller's statement of operations, (b) an adjustment to a
cost incurred by the reseller and, therefore, characterized as a reduction of
that cost when recognized in the reseller's statement of operations, or (c) a
payment for assets or services delivered to the vendor, and therefore,
characterized as revenue when recognized in the reseller's statement of
operations.  Adoption of EITF 02-16 was required for the Company for new
agreements, including modifications of existing agreements, entered into after
December 31, 2002.  As a result of the adoption of EITF 02-16, the Company
recorded $6.2 million and $3.6 million of advertising funding as a reduction of cost of sales for the
quarters ended March 31, 2004 and 2003, respectively, which would have previously been netted against
advertising expense.

---

Forward Looking Statements
Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements. The
realization of any or all of these expectations is subject to a number of risks
and uncertainties and it is possible that the assumptions made by management may
not materialize, causing actual results to differ materially from the forward
looking statements. Such statements include the statements regarding the
Company's expectations, hopes or intentions regarding the future, including but
not limited to statements regarding cash position; expense reductions; sales
growth and market share; Corporate and Public sector sales initiatives; the
effect of the Company's reinvestment in its sales force; recent acquisitions;
the impact of the Company's Canadian call center on operating results; the
prospects for the Company's OnSale.com and eCOST.com subsidiaries; seasonality;
operating results for the first quarter and 2004 fiscal year; and the timing and
completion of the initial public offering of eCOST.com and the distribution of
eCOST.com common stock to the Company's stockholders. There can be no assurance
that either the initial public offering of eCOST.com or the distribution of
eCOST.com common stock by the Company will occur in the expected time frame or
at all, as a result of a variety of reasons, including but not limited to market
conditions, the satisfaction of conditions to the distribution, and the ability
of the Company to obtain an opinion as to the tax free nature of the
distribution.  There can be no assurance that the
transition in the Company's business strategy to increasingly Corporate sales or
outbound telemarketing sales models will be successful, that enhancements to Corporate and Public Sector account executive
support or other actions by the Company will result in improved productivity,
that the Company will remain profitable, that infrastructure investments in the
Company's Corporate sales or outbound telemarketing will result in expanded market share, or that
the Company will be profitable in 2004 or for the ensuing periods.  There
also can be no assurance that the growth in Corporate sales will continue, that the
Company's expansion of its Corporate and Public Sector sales force will
increase sales sufficiently to offset costs, that Core Business sales,
particularly Inbound Catalog sales, will rebound to historic levels, or that cost
reductions, EBITDA or profitability for the Company's Core Business and
eCOST.com
will continue or improve.  There can also be no assurance that the Company
will successfully integrate businesses acquired by the Company or that the
Company will realize the potential synergies of such acquired businesses.   Increases in the percentage of direct
sales by the Company's vendors could adversely affect the Company's business. 
In addition to the factors set forth above, other important factors that could
cause actual results to differ materially from the Company's expectations include:
competition from companies either currently in the market or entering the
market; competition from other catalog and retail store resellers and price
pressures related thereto; uncertainties surrounding the supply of and demand
for products manufactured by and compatible with  Apple Computer or
Hewlett-Packard; the Company's reliance on Apple Computer, Hewlett-Packard, IBM, and other vendors;
risks due to shifts in market demand and/or price erosion of owned inventory;
general economic and computer industry conditions; uncertainties relating to the
relationship of increases in account managers and productivity; increased
expenses from online initiatives; the continued acceptance of
the Company's distribution channel by vendors and customers; the timely
availability and acceptance of new products; continuation of key vendor
relationships and support programs; the continuing development, maintenance, and
operation of the Company's information technology ("IT") and telephone systems; changes and
uncertainties in economic conditions that could affect the rate of IT spending
by the Company's customers; the ability of the Company to successfully operate
its facility in Canada; changes in pricing by the Company's vendors; the timing and
extent of repurchases under the Company's share repurchase program; inability to convert
back orders to completed sales; the ability of the Company to hire and retain
qualified sales account executives; the effects of natural disasters or
geopolitical events on the Company or the general economy; dependence on key
personnel; the effect of narrow gross operating margins on operating results;
quarterly fluctuations in results; the ability of the Company to successfully
expand into the public sector market; the Company's dependence on one or more
shipping companies for delivery of products; the effect of increased postage,
shipping or packaging costs; technological changes and inventory obsolescence;
dependence on the continued viability of the Internet; volatility of the
Company's stock price; and sales or use tax collection.  In addition, if the Company needs extra funds, such as for acquisitions or
expansion or to fund a significant downturn in sales that causes losses, there
are no assurances that adequate financing will be available at acceptable terms,
if at all.  This list of risk factors is not intended to be exhaustive. 
Reference should also be made to the risk factors set forth from time to time in
the Company's SEC reports, including but not limited to those set forth in the
section entitled, "Certain Factors Affecting Future Results" in its Annual
Report on Form 10-K for 2003.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's financial instruments consist primarily of cash.  As of
March 31, 2004, the carrying values of the Company's financial instruments
approximated their fair values based on current market prices and rates.

The Company has exposure to the risks of fluctuating interest
rates on its Line of Credit.  The variable interest rate on the Line of
Credit is tied to the prime rate or the London interbank offered rate at the
discretion of the Company.  If the variable rate on the Line of Credit
changes, the Company may be required to pay more interest.  However, the
Company believes that the near-term effect of any change in interest rates will
not be material to the Company's financial position, results of operations or
cash flows.

It is the Company's  policy not to enter into  derivative  financial  instruments,
and the Company does not have any  significant  foreign
currency  exposure.   Therefore,  the Company  does not have  significant
overall currency exposure as of March 31, 2004.

ITEM 4.   CONTROLS AND
PROCEDURES

As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. 
Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in this report.

There has been no change in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that has
materially affected or is reasonably likely to materially affect the Company's internal
control over financial reporting.



---

PART II - OTHER
INFORMATION

ITEM 2.  CHANGES IN
SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

In July 1996, the
Company announced its plan to repurchase up to 1,000,000 shares of its Common
Stock. The shares will be repurchased from time to time at prevailing market
prices through open market or negotiated transactions, depending upon market
conditions. No limit was placed on the duration of the repurchase program. There
is no guarantee as to the exact number of shares that the Company will
repurchase. Subject to applicable securities laws, repurchases may be made at
such times and in such amounts as the Company's management deems appropriate.
The program can also be discontinued at any time management feels additional
purchases are not warranted. The Company did not purchase any shares of its
common stock during the three month period ended March 31, 2004. As of March 31,
2004, the Company has repurchased a total of 294,200 shares of its common stock
at an average price of $3.45 per share, of
which  254,200 shares were repurchased under the program, and 40,000 shares were
purchased in a private transaction.

ITEM 5.  OTHER MATTERS

On May 5, 2004, eCOST.com,
Inc., a wholly-owned subsidiary of the Company, filed a registration statement
with the Securities and Exchange Commission for a proposed public offering of
its common stock.  Following the initial public offering, the Company will own no
less than 80.1% of the common stock of eCOST.com (assuming full exercise of the
underwriters' over-allotment option). The registration statement is being
reviewed by the SEC and there can be no assurance as to when or if the initial
public offering will be completed. The Company has announced that it intends to
distribute the remaining shares of eCOST.com to the Company's stockholders
approximately six months following completion of the initial public offering.
Completion of the distribution is contingent upon the satisfaction or waiver of
a variety of conditions, including, among other things, the receipt of a
favorable opinion of the Company's tax counsel as to the tax-free nature of the
distribution for U.S. federal income tax purposes. As a result, the distribution
may not occur at the contemplated time and may not occur at all.

IITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

> a.  Exhibits
>     Exhibit Number
>     Description10.50
> 
> 
> 
>         Fourth Amendment to Loan and Security Agreement, dated May 3, 2004, among
>         Congress Financial Corporation and (Western), the Registrant and certain
>         subsidiaries of the Registrant.10.51
> 
> 
> 
>         Wholesale Financing Agreement
>         between PC Mall, Inc. and Subsidiaries and GE Commercial Distribution
>         Finance Corporation dated March 17, 200310.52
> 
> 
> 
>         First Amendment to Wholesale
>         Financing Agreement Agreement between PC Mall, Inc. and Subsidiaries
>         and GE Commercial Distribution Finance Corporation dated March 12, 200410.53
> 
> 
> 
>         Second Amendment to Agreement
>         between PC Mall, Inc. and Subsidiaries and GE Commercial Distribution
>         Finance Corporation dated April 12, 200431.1
> 
> 
> 
>         Certification of the Chief Executive
>         Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a)31.2
> 
> 
> 
>         Certification of the Chief Financial
>         Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a)32.1
> 
> 
> 
>         Certification of the Chief
>         Executive Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted
>         by Section 906 of the Sarbanes-Oxley Act of 200232.2
> 
> 
> 
>         Certification of the Chief
>         Financial Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted
>         by Section 906 of the Sarbanes-Oxley Act of 2002b.  Reports on Form 8-K
> 
>     1. Although we did not file any
>     reports on Form 8-K during the quarter covered by this Report, we furnished to the SEC a report on
>     Form 8-K on February 9, 2004 (pursuant to Item 12 of Form 8-K) disclosing an
>     earnings announcement of our financial results for the quarter and year
>     ended December 31, 2003.

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                   |  |  |     |                                                                            
|------------------ |  |  | --- | ---------------------------------------------------------------------------
|Date: May 11, 2004 |  |  |     | PC MALL, INC.                                                              
|                  
|                   |  |  | By: | /s/ Ted Sanders
        Ted Sanders
Chief Financial Officer                
|                  
|                   |  |  |     | (Duly Authorized Officer of
the Registrant and Principal
Financial Officer)



---

PC MALL, INC.

EXHIBIT INDEX

Exhibit Number
    Description10.50



        Fourth Amendment to Loan and Security Agreement, dated May 3, 2004, among
        Congress Financial Corporation and (Western), the Registrant and certain
        subsidiaries of the Registrant.10.51



        Wholesale Financing Agreement
        between PC Mall, Inc. and Subsidiaries and GE Commercial Distribution
        Finance Corporation dated March 17, 200310.52



        First Amendment to Wholesale
        Financing Agreement Agreement between PC Mall, Inc. and Subsidiaries
        and GE Commercial Distribution Finance Corporation dated March 12, 200410.53



        Second Amendment to Agreement
        between PC Mall, Inc. and Subsidiaries and GE Commercial Distribution
        Finance Corporation dated April 12, 200431.1



        Certification of the Chief Executive
        Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a)31.2



        Certification of the Chief Financial
        Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a)32.1



        Certification of the Chief
        Executive Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted
        by Section 906 of the Sarbanes-Oxley Act of 200232.2



        Certification of the Chief
        Financial Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted
        by Section 906 of the Sarbanes-Oxley Act of 2002