WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 16, 2002

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

<S>                                 <C>                   <C>
            DELAWARE                   000-28275                75-2837058
 (State or other jurisdiction of    (Commission File         (I.R.S. Employer
         incorporation)                 Number)           Identification Number)

         500 NORTH CENTRAL EXPRESSWAY, PLANO, TX                75074
         (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (972) 881-2900

          (Former name or former address, if changed since last report)


Item 5. Other Events.

On May 16, 2002, PFSweb, Inc. (the "Company") received a letter from The Nasdaq
Stock Market indicating that the Company no longer complies with the $1.00
minimum bid price requirement for continued listing set forth in Marketplace
Rule 4450(a)(5), and that the Company's common stock is, therefore, subject to
delisting from The Nasdaq National Market. The Company announced that it has
requested a hearing from Nasdaq to appeal the Nasdaq Staff determination.

The Company's hearing request will defer the delisting pending a decision by the
Nasdaq Listing Qualifications Panel. Until the Panel reaches its decision, the
Company's common stock will remain listed and will continue to trade on the
Nasdaq National Market. There can be no assurance as to when the Panel will
reach a decision or that such a decision will be favorable to the Company. The
Company's common stock will be delisted from The Nasdaq National Market if the
appeal is denied. In such event, the Company presently expects to apply to list
its common stock on the Nasdaq SmallCap Market or another quotation system or
exchange on which the shares of the Company would qualify.

The delisting of the Common Stock could have a material adverse effect on the
market price of, and the efficiency of the trading market for, the Common Stock.



          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.

                                                PFSweb, Inc.

Dated: May 20, 2002                       By: /s/ THOMAS J. MADDEN
                                             Thomas J. Madden
                                             Executive Vice President, Chief
                                                Financial and Accounting Officer