FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
INTERACTIVE TECHNOLGY HOLDINGS LLC
  2. Issuer Name and Ticker or Trading Symbol
GSI COMMERCE INC [GSIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3411 SILVERSIDE RD, BANCROFT BLDG, 
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2003
(Street)

WILMINGTON, DE 19810
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/25/2003   P(1)   1,650,000 A $ 0 (1) 10,797,900 D (2)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 8.15 07/25/2003   S(1)     720,000 09/13/2000 09/12/2005 Common Stock 720,000 $ 0 (1) 0 D (2)  
Warrants $ 10 07/25/2003   S(1)     900,000 09/13/2000 09/12/2005 Common Stock 900,000 $ 0 (1) 0 D (2)  
Warrants $ 8.15 07/25/2003   S(1)     1,280,000 10/04/2000 10/03/2005 Common Stock 1,280,000 $ 0 (1) 0 D (2)  
Warrants $ 10 07/25/2003   S(1)     1,600,000 10/04/2000 10/03/2005 Common Stock 1,600,000 $ 0 (1) 0 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
INTERACTIVE TECHNOLGY HOLDINGS LLC
3411 SILVERSIDE RD, BANCROFT BLDG
WILMINGTON, DE 19810
    X    
OK HOLDINGS INC
3411 SILVERSIDE RD
BANCROFT BLDG
WILMINGTON, DE 19810
    X    
QVC INC
1200 WILSON DRIVE AT STUDIO PARK
WEST CHESTER, PA 19380
    X    
COMCAST QUVC INC
1201 N MARKET STREET
STE
WILMINGTON, DE 19801
    X    
COMCAST PROGRAMING HOLDINGS INC
1201 N MARKET STREET
STE
WILMINGTON, DE 19801
    X    
COMCAST HOLDINGS CORP
1500 MARKET STREET
PHILADELPHIA, PA 19102-2148
    X    
COMCAST CORP
1500 MARKET STREET
PHILADELPHIA, PA 19102
    X    

Signatures

 David Apostolico   07/25/2003
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Interactive Technology Holdings, LLC ("Interactive") acquired the shares of Common Stock listed in Table I from the Issuer in exchange for the disposition by Interactive to the Issuer of the Warrants listed in Table II.
(2) All of the securities included in this form are beneficially owned directly by Interactive, which is the designated Reporting Person for purposes of this form. QK Holdings, Inc. ("QK") is the managing member of Interactive and has an approximately 70% interest in the profits of Interactive. QK is a wholly-owned subsidiary of QVC, Inc. ("QVC"). Comcast Corporation ("Comcast"), through its subsidiaries, has an approximately 30% interest in the profits of Interactive. Comcast Holdings Corporation ("CHC") is a wholly-owned subsidiary of Comcast. Comcast Programming Holdings, Inc. ("Holdings") is a wholly-owned subsidiary of CHC. Comcast QVC, Inc. ("Comcast QVC") is a wholly-owned subsidiary of Holdings. Comcast QVC holds a majority of the shares of QVC. By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to have shared voting and dispositive power of the shares of Common Stock of the Issuer beneficially owned by Interactive.
 
Remarks:
Exhibit List

Exhibit 99 - Joint Filer Information

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