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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

Amendment No. 1



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 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 0-16611



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GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 04-2958132                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|1075 First Avenue, King of Prussia, PA   |  | 19406     
|(Address of principal executive offices) |  | (Zip Code)



610-265-3229

(Registrants telephone number, including area code)



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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 Exchange Act Rule 12b-2).    Yes  x    No ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of November 1, 2004:



|                             |  |                   
|---------------------------- |  | ------------------
|Common Stock, $.01 par value |  | 41,219,632        
|(Title of each class)        |  | (Number of Shares)



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##### Table of Contents

FORM 10-Q

AMENDMENT NO. 1

FOR THE QUARTER ENDED OCTOBER 2, 2004



TABLE OF CONTENTS



|                          |  |     
|------------------------- |  | ----
|                          |  | Page
|PART IIOTHER INFORMATION |  |     
|                          | 
|Item 5. Other Information |  | 3   
|Item 6. Exhibits          |  | 3   
|                          | 
|SIGNATURES                |  | 3   



For all years prior to
1999, our fiscal year ended on December 31. Effective for 1999, we changed our fiscal year from the last day of December to the Saturday nearest the last day of December. Accordingly, references to fiscal 1999, fiscal 2000, fiscal 2001, fiscal 2002,
fiscal 2003 and fiscal 2004 refer to the years ended January 1, 2000, December 30, 2000, December 29, 2001, December 28, 2002, January 3, 2004 and the year ending January 1, 2005.



Although we refer to the retailers, branded manufacturers, entertainment companies and professional sports organizations for
which we develop and operate e-commerce businesses as our partners, we do not act as an agent or legal representative for any of our partners. We do not have the power or authority to legally bind any of our partners. Similarly, our
partners do not have the power or authority to legally bind us. In addition, we do not have the types of liabilities for our partners that a general partner of a partnership would have.



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EXPLANATORY NOTE



This Amendment No. 1 to this Quarterly Report on Form 10-Q/A is being filed in order to provide the information contained in Item 5,
Other Information. We are also updating the Signature Page and Exhibits 31.1 and 31.2 and adding Exhibit 10.1.



ITEM 5. OTHER INFORMATION.



On August 31, 2004,
GSIs compensation committee granted a restricted stock award of 5,700 shares of common stock to each of Robert Liewald, our Executive Vice President, Merchandising, and Damon Mintzer, our Executive Vice President, Sales, under the 1996 Equity
Incentive Plan. Each of the above restricted stock awards will vest as to 25% of the total number of shares subject to such award on each of the first, second, third and fourth annual anniversary dates of the grant of the award. The foregoing
summary is not intended to be complete, and is qualified in its entirety by reference to the form of restricted stock award agreement included as Exhibit 10.1 to this Form 10-Q/A Amendment No. 1 and incorporated herein by reference.



ITEM 6. EXHIBITS



Listed below are the Exhibits
filed as part of this amended report.



|     |  |                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Form of Restricted Stock Award Under the GSI Commerce, Inc. 1996 Equity Incentive Plan (filed with GSI Commerce, Inc.s Current Report on Form 8-K filed on March 11, 2005 and
incorporated herein by reference)
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934                                                                                                 
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934                                                                                                 



SIGNATURES



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, hereunto duly authorized.



GSI COMMERCE, INC.By:

/s/ MICHAEL G. RUBINMichael G. Rubin Chairman, Co-President & Chief Executive Officer (principal executive officer)




Date: May 3, 2005



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