May 5, 2005 By Facsimile and U.S. Mail Mr. Jordan Copland Chief Financial Officer GSI Commerce, Inc. 935 First Avenue King of Prussia, PA 19406 		RE:	GSI Commerce, Inc. Item 4.02 Form 8-K filed May 4, 2005 			File No. 0-16611 Dear Mr. Copland: 	We have reviewed your Item 4.02 Form 8-K for compliance with the form requirements and have the following comments. 1. Please amend your report to disclose the amount of the restatement for the specific periods involved. 2. Please tell us if your certifying officers have reconsidered the effect on the adequacy of your disclosure controls and procedures as of the end of the period covered by your Form 10-K for the fiscal years ended January 1, 2005, January 3, 2004 and December 28, 2002 in light of the restatement you have disclosed. Additionally, tell us what effect the restatement had on your current evaluation of internal controls over financial reporting as of your fiscal year end January 1, 2005. You should file an amendment in response to this comment on or before May 12, 2005. If you have any questions regarding these comments, please direct them to Anthony Watson, Staff Accountant, at (202) 551-3318. 							Sincerely, 							Anthony Watson 						Staff Accountant ?? ?? ?? ?? May 5, 2005 Page 1