Washington, D.C.  20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)

PFSweb, Inc.

(Name of Issuer)

Common Stock, .001 Par Value
(Title of Class of Securities)

(CUSIP Number)
		with a copy to:
Austin W. Marxe		Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600		Lowenstein Sandler PC
New York, New York 10022		65 Livingston Avenue
			Roseland, N.J. 07068
			(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 28, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ?

Note:  Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.  See sections
240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be ?filed? for the purpose of Section 18 of the Securities
Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

Cusip No. 717098206
	1.	Names of Reporting Persons.  I.R.S. Identification Nos. of
above persons (entities only):

	Austin W. Marxe and David M. Greenhouse

	2.	Check the Appropriate Box if a Member of a Group (See
	(a)	[    ]	 	Not Applicable
	(b)	[    ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions):  00

	5.	Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
				Not Applicable

	6.	Citizenship or Place of Organization:	    United States

	Number of                 7.Sole Voting Power: 0*
	Shares Beneficially       8.Shared Voting Power:  2,441,165*
	Owned by Each
	Reporting Person with     9.Sole Dispositive Power: 0*
	                          10.	Shared Dispositive Power:

	11.	Aggregate Amount Beneficially Owned by Each Reporting
Person:  2,441,165 *

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain
		(See Instructions):		               Not Applicable

	13.	Percent of Class Represented by Amount in Row (11):  19.1% *

	14.	Type of Reporting Person (See Instructions):       IA, IN

* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?).  Marxe and Greenhouse share sole voting and
investment power over 1,535,465 shares of Common Stock owned by Special
Situations Fund III QP, L.P., 505,700 shares of Common Stock owned by
Special Situations Cayman Fund, L.P., and 400,000 shares of Common Stock
owned by Special Situations Private Equity Fund, L.P.  See Items 2 and 5
of this Schedule 13D, as amended, for additional information.

Item 1.	Security and Issuer.
	This schedule relates to the common stock of PFSweb, Inc.
(the ?Issuer?).  The Issuer?s principal executive officers are located
at 505 Millennium Drive, Allen, Texas 75013.

Item 2.	Identity and Background.
		The persons filing this report are Austin W. Marxe (?Marxe?)
and David M. Greenhouse (?Greenhouse?), who are the controlling
principals of AWM Investment Company, Inc. (?AWM?), the general partner
of and Investment Adviser to Special Situations Cayman Fund, L.P.
(?Cayman?). AWM also serves as the general partner of MGP Advisers
Limited Partnership (?MGP?), the general partner of Special Situations
Fund III QP, L.P. (?SSFQP?).  Marxe and Greenhouse are members of MG
Advisers L.L.C. (?MG?), the general partner of Special Situations
Private Equity Fund, L.P. (?SSPE?).  AWM also serves as the investment
adviser to SSFQP and SSPE.  (Cayman, SSFQP and SSPE will hereafter be
referred to as, the ?Funds?).

	The principal office and business address of the Reporting
Persons is 527 Madison Avenue, Suite 2600, New York, NY 10022.

The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.

	Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.  Mr.
Marxe and Mr. Greenhouse are citizens of the United States.

Item 3.	Source and Amount of Funds or Other Consideration.
	Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.

Item 4.	Purpose of Transaction.

	AWM believes the Issuer failed to fulfill its fiduciary duty
to shareholders when considering a potential acquisition and determining
cash compensation and other expenditures.

Item 5.	Interest in Securities of the Issuer.

		SSFQP owns 1,535,465 shares of common stock or 12.0% of the
shares outstanding, Cayman owns 505,700 shares of common stock or 4.0%
of the shares outstanding and SSPE owns 400,000 shares of common stock
or 3.1%.  Marxe and Greenhouse share the power to vote and direct the
disposition of all shares of common stock owned by the Fund.  Messrs.
Marxe and Greenhouse are deemed to beneficially own a total of 2,441,165
shares of common stock or 19.1% of the outstanding shares.

There have been no transaction that occurred during the sixty days
preceding the date of the event that requires the filing of this

Item 6.	Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.

		No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.

Item 7.	Material to be Filed as Exhibits.

Exhibit 1.	 	Joint Filing Agreement.
Exhibit 2.		Letter to Multiband Corporation, dated August 3, 2011,
from David Greenhouse.
Exhibit 3.


	After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

Date: November 28, 2012

	/s/_Austin W. Marxe
Austin W. Marxe

	/s/_David M. Greenhouse
David M. Greenhouse

Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

							EXHIBIT 1


	Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D amendment number 7, to which this agreement is attached is
filed on behalf of each of them.

	/s/_Austin W. Marxe
Austin W. Marxe

	/s/_David M. Greenhouse
David M. Greenhouse

										EXHIBIT 2
November 28, 2012

PFSweb, Inc.
Board of Directors
505 Millennium Drive
Allen, Texas 75013

To the Board of Directors of PFSweb, Inc.:

As you know, we have been supportive, long-term shareholders of PFSweb, Inc.
since our initial investment in the company in early 2006. Even though the
company?s performance has been volatile during this period, we have
generally supported management actions, and have made significant
additional share purchases, including an investment in the company?s
 2010 equity financing.  Today, we are the company?s largest shareholder,
owning just under 20% of the company?s stock.

However, recent events have caused us to question the commitment of
 management and the board to creating shareholder value.  We have
become aware that a third party recently approached the company to discuss
 a potential acquisition of PFSweb but was rebuffed by management
without any notification to or consideration by the Board.  Given the
continuing inability of management to correct the company?s
ongoing lackluster performance, we think your fiduciary responsibilities
obligate you to seriously vet and consider any and all opportunities
 to enhance shareholder value.

Furthermore, we have become increasingly concerned about the unreasonably
 high cash compensation paid to senior management.  We believe that
management?s rich cash compensation and minimal stock ownership
 misaligns the interests of management with those of the shareholders.
We believe that management?s lack of a significant equity stake in the
company has contributed to poor capital allocation decisions over the
 past decade, including the misguided purchase of eCost in 2006.

Since separating from DaisyTek in 2000, neither the Board nor senior
 management has ever held a significant equity stake in the company.
 Currently, the cumulative share ownership of senior management and
the Board is just 2% of the stock, most of which has been acquired through
option grants. Moreover, when options have been exercised those shares
 have typically been sold.

According to the company?s SEC filings, over the ten-year period ending
 December 31, 2011, Mark Layton, Michael Willoughby, and Thomas
Madden have been paid a total of $11.4 million in cash and received another
 $650,000 in perquisites (including personal access to the company?s
corporate jet [?] and the payment of auto fees, club dues, and life
 insurance premiums). Despite the payment of this exorbitant compensation,
during the same period the company has generated a total of only roughly
 $44 million in EBITDA and has produced a net profit in just three of the
 last ten years. During this period, the three highest compensated
employees have received total cash compensation equal to 27% of
the cumulative EBITDA generated by the company.  We believe this
 level of cash compensation is excessive, is unjustified by the
company?s poor performance and exceeds the cash compensation paid by
 other sub-$50 million market cap companies.  Accordingly, we urge
you to cut cash compensation significantly and immediately.

We believe that the misalignment of management?s interests has
contributed to the stock?s low valuation. Interest in other companies in
 your space has been significant, as evidenced by a number of prominent
 acquisitions: GSI Commerce and Dreams Inc were both sold to
eBay last year and Navarre recently closed on the purchase of private
 SpeedFC. These deals were all done at valuations well in excess
of the company?s current valuation of approximately 3.9 times
EBITDA for the trailing twelve months.

We believe that the incentives for the Board and management need to
 be better aligned with the interests of the shareholders.   One way to
achieve this goal is for management to have a higher percentage of
their compensation paid in the form of equity incentives tied to
appropriate performance goals.

We also believe that, after more than ten years with no change in the
 composition of the Board, the time has come for new blood and fresh
 perspectives.   We recently submitted to management the resume of
a highly qualified prospect, a person with deep, pertinent industry
experience who is a proven driver of shareholder value.  We urge
you to add this candidate to the Board immediately instead of waiting
for next spring?s annual meeting, as you suggested.  His insights
and experience can significantly assist the Board as it works to
align management compensation with shareholder value and to
enhance the Company?s performance. In addition, we view as a bad
governance to allow Mark Layton to serve as both CEO and Chairman
of the Board and encourage you to appoint an independent Chairman
as soon as possible.

Very truly yours,

/s/ David Greenhouse

David Greenhouse
Managing Partner

11/28/12 1278889.03