MAIL STOP 3561
								July 6, 2005
Richard Leeds
Chief Executive Officer
11 Harbor Park Drive
Port Washington, NY  11050


      Re:	Systemax Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2004
		File No. 1-13792


Dear Mr. Leeds:

      We have reviewed your filings and have the following
comments.
We have limited our review only to your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanations.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please include page numbers.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

2. Please quantify the amount of the increase or decrease
attributed
to each factor that contributes to material changes over the
reported
periods.  For example, we note that you provided two factors that
caused North American sales to increase in 2004, but neither the
continued growth in your consumer business nor the growth in your
industrial product sales had been quantified.  Other examples of
factors that should be quantified in future filings are the dollar
impact of reducing the number of catalogs on Selling, General and
Administrative Expenses and lower demand on European sales.

3. Please expand your discussion to describe the underlying
business
causes of the changes in your results of operations.  For example,
you should explain why sales growth continues in your North
American
consumer business in both 2004 and 2003.  Examples of underlying
causes for sales growth could include additional marketing, more
outlets or price increases. Other examples of changes in results
of
operations for which the underlying causes should be provided in
future filings include:

* lower demand in Europe;

* improved gross margins on industrial products; and

* decreased television advertising.

For further guidance on management`s discussion and analysis of
results of operations, please refer to Item 303(a)(3) of
Regulation
S-K and our Interpretative Releases on Management`s Discussion and
Analysis, Release 33-8350 and Section III.D of Release 33-6835,
both
of which are available on our website at www.sec.gov.

Financial Condition, Liquidity and Capital Resources

4. Please note that your discussion of cash flows should not be a
narrative recitation of information readily available from the
statement of cash flows.  Please enhance the reader`s
understanding
of your cash flow and working capital by expanding your discussion
to
fully explain the reasons for significant changes.  In this
regard,
we note that the significant fluctuations in working capital items
are not analyzed to permit a reader to understand the extent to
which
changes are the result of growth of the business versus changes in
timing of working capital turnover (e.g., changes in inventory
days
outstanding, days payables outstanding, days sales outstanding,
etc.). Please explain in more detail what the underlying reasons
are
for period-to-period fluctuations as well as the expected effects
of
known trends, uncertainties and events on future cash flow.

For further guidance on management`s discussion and analysis of
results of operations, please refer to Item 303(a)(1) and (2) of
Regulation S-K and the Commission`s Interpretative Release No. 33-
8350 on MD&A.


Contractual Obligations

5. Please include short-term borrowings, other long-term
liabilities
and any material employment contracts.  Refer to Item
303(a)(5)(ii)(D) of Regulation S-K for further guidance.

Critical Accounting Policies and Estimates

6. We note your disclosure related to software revenue
recognition,
including hosting and service revenue.  Please provide us with the
following additional information related to your software and
services revenue:

* How much revenue you recognized from software, hosting and
professional services in 2004, 2003 and 2002;

* A brief description of the types of software, hosting and
service
revenue you offer to your customers including examples of typical
sales agreements; and

* The basis for your conclusion that professional services and
hosting services represent separate units of accounting in the
context of EITF 00-21, paragraphs 8-10.

7. Please provide full explanations, in plain English, of your
critical accounting policies in addition to the judgments and
uncertainties affecting their application.  For example, we note
your
description of the uncertainties in connection with your estimates
of
the costs of your restructuring activities, but you have excluded
a
full explanation of Systemax`s accounting policy with regard to
the
timing of recognition and methods used to establish your
estimates.
Refer to the Commission`s Releases No. 33-8350 on MD&A and No.
33.8040: Cautionary Advice Regarding Disclosure about Critical
Accounting Policies, both of which are available on our website at
www.sec.gov.

Quantitative and Qualitative Disclosure About Market Risk

8. Please expand your quantitative and qualitative disclosure of
market risk to include one of the three disclosure alternatives
outlined by Item 305(a) of Regulation S-K, namely:

* Tabular presentation of fair values of all of your market risk
sensitive instruments and contract terms sufficient to determine
future cash flows from those instruments;

* Sensitivity analysis disclosures that express the potential loss
in
future earnings or fair values resulting from one or more selected
hypothetical changes in interest rates or foreign currency
exchange
rates; or

* Valuation of market risk sensitive instruments over a selected
period of time with a selected likelihood of occurrence.

Consolidated Financial Statements of Systemax, Inc.

Consolidated Balance Sheets

9. Please tell us if inventories are stated gross or net of any
excess or obsolete inventory reserves.  Also, tell us the amount
of
excess or obsolete inventory reserves, if any, including additions
and deductions from those reserves in 2004, 2003 and 2002.

Consolidated Statements of Cash Flows

10. Please tell us how much property, plant and equipment was
acquired through the issuance of capital leases in 2003 and 2002.
Please present property, plant and equipment acquired through the
issuance of capital leases as a non-cash financing activity on
your
statements of cash flows.

11. Please provide us with a reconciliation of the $1.4 million of
compensation expense related to equity compensation plans
presented
in your consolidated statement of cash flows for 2004 with the
$0.6
million of amortization of unearned restricted stock compensation
as
presented in your consolidated statements of shareholders` equity
for
2004.

Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

Cash and Cash Equivalents

12. We note your disclosure that you have included debt securities
in
your cash and cash equivalents line item.  Please tell us the
types
of debt securities, such as CDs, corporate or municipal bonds,
which
you have classified as cash equivalents and the amount held at
December 31, 2004 and 2003 in each of the identified types of debt
securities.  Also, for each security type, please provide an
indication of marketability.



Advertising Costs

13. We note your accounting policies for advertising costs.
Please
tell us the estimated useful life of your catalogs and the basis
for
your estimate.

Stock-based Compensation

14. Please disclose the amount of stock-based employee
compensation
cost, net of tax effects, included in the determination of net
income
(loss) as reported in the summary of your accounting policy for
stock-based compensation.  Refer to SFAS No. 148, paragraph
2(e)(c)(2) and SFAS 123(R), paragraph 64(b).

2.  Business Combinations and Goodwill

15. We note your disclosure regarding the purchase of the minority
interest of your Netherlands subsidiary in the second quarter of
2003.  Please tell us when and the amount paid to acquire the
majority interest in your Netherlands subsidiary.  Also, please
confirm to us that the cumulative losses attributable to the
minority
interest in your Netherlands subsidiary exceeded the minority`s
interest at the time you acquired the minority interest resulting
in
the allocation of your purchase entirely to goodwill.  Otherwise,
tell us why you did not present a portion of your 2002 net loss to
your minority interest.

8.  Shareholders` Equity

16. We note your disclosure related to the issuance of 1,000,000
shares of restricted stock units.  Please explain your rationale
for
establishing a measurement date prior to obtaining shareholder
approval.  It appears that since this award is subject to
shareholder
approval, it should not be deemed granted until that approval is
obtained.

11.  Segment and Related Information

17. We note your disclosure of the Company`s operations by
geographic
area.  Please include the following:

* The amount of net sales attributable to your personal computers,
computer related products, industrial products and office products
sub-categories for each geographic location presented; and

* Include the amount of net sales and long-lived assets for the
United States, your country of domicile.

* Also disclose the amount of net sales and long-lived assets
attributed to an individual foreign country, if material.

Exhibits, Financial Statements, Schedules and Reports on Form 8-K

18. Please include Schedule II - Valuation and Qualifying Accounts
for each period an income statement is presented.  For example, we
note that in your footnotes you present the changes in the
accounts
receivable allowances for doubtful collections and in the various
restructuring accruals for 2004, 2003 and 2002, but you did not
provide similar information in connection with your deferred tax
asset valuation allowance, reserve for sales returns, reserve for
excess and obsolete inventory and product warranty provisions.
Refer
to Rule 5-04 of Regulation S-X.

* * * * *

       As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Scott Ruggiero at (202) 551-3331 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3716 with any other
questions.


Sincerely,


William Choi
Branch Chief


Mr. Richard Leeds
Systemax Inc.
July 6, 2005
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