SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d−1(b). (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d−2(b)
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
GSI Commerce, Inc.
(Name of Issuer)

 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
37937A107
(CUSIP Number)

 
July 20, 2007
(Date of Event which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o   Rule 13d−1(b)
 
x  Rule 13d−1(c)
 
o   Rule 13d−1(d)
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
 
Page 1 of 10
 
 CUSIP No. 37937A107
 13G/A
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
COMCAST CORPORATION
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
 
 
o
x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0    
6
SHARED VOTING POWER
 
0
7 
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
Page 2 of 10
 
 CUSIP No. 37937A107
 13G/A
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
COMCAST HOLDINGS CORPORATION
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
 
 
o
x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0    
6
SHARED VOTING POWER
 
0
7 
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
Page 3 of 10
 
 CUSIP No. 37937A107
 13G/A
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
COMCAST QIH, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
 
 
o
x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0    
6
SHARED VOTING POWER
 
0
7 
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
Page 4 of 10
 
Item 1(a). Name of Issuer:
 
GSI Commerce, Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
1075 First Avenue, King of Prussia, Pennsylvania
 
Item 2(a). Name of Person Filing:
 
This statement is filed on behalf of the persons identified below (the “Reporting Persons”).
 
Comcast Corporation
 
Comcast Holdings Corporation
 
Comcast QIH, Inc.
 
Item 2(b). Address of Principal Business Office or, if None, Residence:
 
The address of the principal business offices of Comcast Corporation and Comcast Holdings Corporation is 1500 Market Street, Philadelphia, PA 19102.
 
The address of the principal business offices of Comcast QIH, Inc. is 1201 North Market Street, Suite 1000, Wilmington, DE 19801.
 
Item 2(c). Citizenship:
 
For Comcast Corporation and Comcast Holdings Corporation: Pennsylvania.
 
For Comcast QIH, Inc.: Delaware.
 
Item 2(d). Title of Class of Securities:
 
Common Stock, par value $0.01
 
Item 2(e). CUSIP Number:
 
37937A107
 
Item 3. If this Statement is Filed Pursuant to Rule 13d−1(b), or 13d−2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
 o
Broker or dealer registered under Section 15 of the Exchange Act;
       
 
(b)
 o
Bank as defined in Section 3(a)(6) of the Exchange Act;
       
 
(c)
 o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
       
 
(d)
 o
Investment company registered under Section 8 of the Investment Company Act;
       
 
(e)
 o
An investment adviser in accordance with Rule 13d−1(b)(1)(ii)(E);
       
 
(f)
 o
An employee benefit plan or endowment fund in accordance with Rule 13d−1(b)(1)(ii)(F);
       
 
(g)
 o
A parent holding company or control person in accordance with Rule 13d−1(b)(1)(ii)(G);
       
 
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
Page 5 of 10
 
 
(i)
 o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
 o
Group, in accordance with Rule 13d−1(b)(1)(ii)(J).
 
If this statement is filed pursuant to Rule 13d−1(c), check this box. x
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
 
(a)
Amount beneficially owned:
 
This is an exit filing with respect to each Reporting Person listed in Item 2(a) above.  As of the settlement date July 20, 2007 (trade date was July 17, 2007), the Reporting Persons ceased to beneficially own more than five percent of the class of securities.  As of the settlement date September 17, 2007 (trade date was September 12, 2007), the Reporting Persons ceased to beneficially own any shares of the class of securities.
 
(b)
Percent of class: 0
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
Item 5. Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not Applicable
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable
 
Item 10. Certifications.
 
(a)     Not Applicable
 
Page 6 of 10
 
(b)     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Page 7 of 10

SIGNATURE
 
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.
 
 
February 13, 2008
  
 
(Date)
  
 

 
COMCAST CORPORATION
  
       
       
 
By:
/s/ Arthur R. Block
  
 
(Signature)
  
     
     
 
Arthur R. Block, Senior Vice President and General Counsel
  
 
(Name/Title)
  

Page 8 of 10
 
SIGNATURE
 
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.
 
 
 
February 13, 2008
  
 
(Date)
  

 
COMCAST HOLDINGS CORPORATION
  
       
       
 
By:
/s/ Arthur R. Block
  
 
(Signature)
  
     
     
 
Arthur R. Block, Senior Vice President and General Counsel
  
 
(Name/Title)
  

 

Page 9 of 10
 
SIGNATURE
 
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.
 
 
 
February 13, 2008
  
 
(Date)
  

 
COMCAST QIH, INC.
  
       
       
 
By:
/s/ James P. McCue
  
 
(Signature)
  
     
     
 
James P. McCue, President
  
 
(Name/Title)
  
 
Page 10 of 10