8-K

SECURITIES AND EXCHANGE COMMISSION
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): December 9, 2004

Systemax Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
1-13792
(Commission
File Number)
11-3262067
(IRS Employer
Identification No.)

11 Harbor Park Drive
Port Washington, New York 11050

(Address of Principal Executive offices, including Zip Code)

Registrant's telephone number, including area code: (516) 608-7000

N.A.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Page 1 of 10

ITEM 1.01      Entry Into a Material Definitive Agreement

          On December 9, 2004, the Company entered into an amendment to its Loan and Security Agreement with JPMorgan Chase Bank and other lenders, to modify the scope of permitted investments in order to permit increases in the equity of certain of the Company's foreign subsidiaries. A copy of the amendment is filed as an exhibit to this Form 8-K.

ITEM 9.01      Financial Statements and Exhibits

(a) Financial Statements of Business Acquired - not applicable

(b) Pro Forma Financial Information - not applicable

(c) Exhibits

10.1 Amendment No. 10, dated as of December 9, 2004 to Loan and Security Agreement with JPMorgan Chase Bank and other lenders, and dated as of June 13, 2001

SIGNATURES

          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.

SYSTEMAX INC.

By: /s/ Steven Goldschein       
Name: Steven Goldschein
Title: Senior Vice President and CFO


Dated: December 10, 2004

EXHIBIT INDEX

10.1 Amendment No. 10, dated as of December 9, 2004 to Loan and Security Agreement with JPMorgan Chase Bank and other lenders, and dated as of June 13, 2001