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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. 3)*

                               GSI Commerce, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                    37937A107
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                            David M. Apostolico, Esq.
                      Interactive Technology Holdings, LLC
                              3411 Silverside Road
                          Bancroft Building, Suite 205C
                              Wilmington, DE 19810
                                  302-478-9357
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                      May 5, 2003; May 6, 2003; May 9, 2003
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box. []

              Note.  Schedules  filed in paper  format  shall  include  a signed
         original and five copies of the schedule,  including all exhibits.  See
         Rule 13d-7 for other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 14 Pages)
________
     *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 disclosures provided in a prior cover page.

     The  information  required on 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 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).







CUSIP No.  37937A107              13D                         Page 2 of 14 Pages

         1. Names of Reporting Persons
            I.R.S.   Identification   Nos.  of  above  persons  (entities  only)
                     Interactive Technology Holdings, LLC

         2. Check the Appropriate Box if a Member of a Group*         (a) [ ]
                                                                      (b) [X]

         3. SEC Use Only

         4. Source of Funds* AF; OO

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10.  Shared Dispositive Power    13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                              21,588,496 (1)(2)

        12. Check  Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)      48.9% (1)(2)

        14. Type of Reporting Person* OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------
Explanation of Responses:

(1) Includes  warrants to purchase  4,800,000  shares of the common  stock,  par
value  $0.01  per  share  (the  "Common  Stock"),  of GSI  Commerce,  Inc.  (the
"Company"),  which warrants are exercisable at various  exercise prices and over
various periods of time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                    13D                   Page 3 of 14 Pages

         1. Names of Reporting Persons
            I.R.S.   Identification  Nos. of above  persons  (entities  only) QK
                     Holdings, Inc.

         2. Check the Appropriate Box if a Member of a Group*        (a) [ ]
                                                                     (b) [X]

         3. SEC Use Only

         4. Source of Funds* AF

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                              21,588,496 (1)(2)

        12. Check  Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)      48.9% (1)(2)

        14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                        13D               Page 4 of 14 Pages

          1. Names of Reporting Persons
             I.R.S. Identification Nos. of above persons (entities only)
               QVC, Inc.

          2. Check the Appropriate Box if a Member of a Group*       (a) [ ]
                                                                     (b) [X]

          3. SEC Use Only

          4. Source of Funds* WC

          5. Check Box if Disclosure of Legal  Proceedings  Is Required
             Pursuant to Item 2(d) or 2(e) [ ]

          6. Citizenship or Place of Organization Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


         11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                              21,588,496 (1)(2)

         12. Check Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
             Shares* [ ]

         13. Percent of Class Represented by Amount in Row (11)     48.9% (1)(2)

         14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                    13D                  Page 5 of 14 Pages

         1. Names of Reporting Persons
            I.R.S. Identification Nos. of above persons (entities only)
                     Comcast QVC, Inc.

         2. Check the Appropriate Box if a Member of a Group*      (a) [ ]
                                                                   (b) [X]

         3. SEC Use Only

         4. Source of Funds* AF

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                               21,588,496 (1)(2)

        12. Check Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)      48.9% (1)(2)

        14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                       13D               Page 6 of 14 Pages

         1. Names of Reporting Persons
            I.R.S.   Identification   Nos.  of  above  persons  (entities  only)
                     Comcast Programming Holdings, Inc.

         2. Check the Appropriate Box if a Member of a Group*       (a) [ ]
                                                                    (b) [X]

         3. SEC Use Only

         4. Source of Funds* AF

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                               21,588,496 (1)(2)

        12. Check  Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)   48.9% (1)(2)

        14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                         13D             Page 7 of 14 Pages

         1. Names of Reporting Persons
            I.R.S.   Identification   Nos.  of  above  persons  (entities  only)
                Comcast Holdings Corporation (f/k/a Comcast Corporation)

         2. Check the Appropriate Box if a Member of a Group*       (a) [ ]
                                                                    (b) [X]

         3. SEC Use Only

         4. Source of Funds* AF

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                              21,588,496 (1)(2)

        12. Check  Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)     48.9% (1)(2)

        14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.






CUSIP No.  37937A107                       13D               Page 8 of 14 Pages

         1. Names of Reporting Persons
            I.R.S.   Identification   Nos.  of  above  persons  (entities  only)
                     Comcast Corporation (f/k/a AT&T Comcast Corporation)

         2. Check the Appropriate Box if a Member of a Group*      (a) [ ]
                                                                   (b) [X]

         3. SEC Use Only

         4. Source of Funds* WC

         5. Check Box if  Disclosure of Legal  Proceedings  Is Required
            Pursuant to Item 2(d) or 2(e) [ ]

         6. Citizenship or Place of Organization Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting                   7. Sole Voting Power            -0-
Person With

                            8. Shared Voting Power          21,588,496 (1)(2)

                            9. Sole Dispositive Power       -0-

                           10. Shared Dispositive Power     13,947,900 (1)


        11. Aggregate Amount Beneficially Owned by Each Reporting Person
                                                               21,588,496 (1)(2)

        12. Check  Box if the  Aggregate  Amount in Row (11)  Excludes  Certain
            Shares* [ ]

        13. Percent of Class Represented by Amount in Row (11)      48.9% (1)(2)

        14. Type of Reporting Person* CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- --------------------
Explanation of Responses:

(1)  Includes  warrants  to purchase  4,800,000  shares of Common  Stock,  which
warrants are exercisable at various  exercise prices and over various periods of
time.

(2) Includes 7,640,596 shares of Common Stock beneficially owned by an unrelated
party who has  granted one of the  Reporting  Persons a right to vote all of the
shares of Common Stock beneficially owned by such party, in the manner set forth
in a voting agreement made between Interactive Technology Holdings, LLC and such
unrelated  party.  The foregoing  number of shares of Common Stock is based upon
information  with respect to such unrelated party  represented by the Company in
its Annual  Report on Form 10-K for the fiscal year ended  December 28, 2002, as
supplemented  by information  represented  by such  unrelated  party in a Form 4
dated May 9, 2003.





Introduction
- ------------

         This  Amendment  No. 3 to Schedule  13D (this  "Amendment")  amends and
supplements  the  Statement  on Schedule 13D filed on  September  22,  2000,  as
amended and supplemented by Amendment No. 1 thereto filed on October 6, 2000 and
Amendment No. 2 thereto  filed on August 29, 2001 (as so amended,  the "Original
Filing"), on behalf of Interactive Technology Holdings, LLC, QK Holdings,  Inc.,
Comcast  Corporation  (n/k/a Comcast Holdings  Corporation,  "CHC"),  QVC, Inc.,
Comcast Programming Holdings, Inc., and Comcast QVC, Inc. Capitalized terms used
and not defined in this  Amendment  have the  meanings set forth in the Original
Filing.  References  to "herein"  and "hereof"  are  references  to the Original
Filing, as amended by this Amendment.

         The purpose of this Amendment is (1) to add Comcast  Corporation (f/k/a
AT&T Comcast  Corporation)  as the new parent entity of CHC, which was formed in
2001 in connection  with the acquisition of AT&T Broadband on November 18, 2002,
as a  Reporting  Person,  and (2) to  include  among the number of shares of the
Company's Common Stock beneficially owned by the Reporting Persons the shares of
Common Stock acquired by Interactive  Technology  Holdings,  LLC on May 5, May 6
and May 9, 2003 in open market purchases and negotiated private block purchases.

Item 1.  Security and Company.

         As a result of a change in the legal  name of the  Company in May 2002,
Item 1 of the Original  Filing is hereby amended by replacing the first sentence
in its entirety with the following:

         This statement  relates to the common stock,  par value $0.01 per share
(the "Common Stock"), of GSI Commerce, Inc. (the "Company"), including shares of
Common Stock  issuable upon exercise of the warrants,  purchased by  Interactive
Technology Holdings, LLC.

Item 2.  Identity and Background.

         Item 2 of the Original Filing is hereby amended and restated to read in
its entirety as follows:

         This  statement  is  being  filed  jointly  by  the  following  persons
(hereinafter referred to collectively as the "Reporting Persons"):

          (1)  Interactive   Technology   Holdings,   LLC,  a  Delaware  limited
               liability company ("Interactive")

          (2)  QK Holdings, Inc., a Delaware corporation ("QK")

          (3)  QVC, Inc., a Delaware corporation ("QVC")

          (4)  Comcast QVC, Inc., a Delaware corporation ("Comcast QVC")

          (5)  Comcast  Programming  Holdings,   Inc.,  a  Delaware  corporation
               ("Holdings")

          (6)  Comcast Holdings Corporation,  a Pennsylvania  corporation (f/k/a
               Comcast Corporation) ("CHC")

          (7)  Comcast  Corporation,  a  Pennsylvania  corporation  (f/k/a  AT&T
               Comcast Corporation) ("Comcast")

         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.
Comcast  through  its  subsidiaries  has an  approximately  30%  interest in the



                               Page 9 of 14 Pages



profits of  Interactive.  Comcast QVC holds a majority  of the voting  shares of
QVC.  Comcast  QVC is a  wholly-owned  subsidiary  of  Holdings.  Holdings  is a
wholly-owned  subsidiary  of CHC. CHC is a  wholly-owned  subsidiary of Comcast.
Comcast is joining the Original  Filing as a Reporting  Person as a result of it
becoming the new parent entity of CHC in connection with the acquisition of AT&T
Broadband on November 18, 2002.

         Interactive is engaged  primarily in the business of seeking and making
investments  related  to the  business  in which  QVC is  engaged.  The  current
principal  business  office of Interactive is located at 3411  Silverside  Road,
Bancroft Building, Suite 205C, Wilmington, Delaware 19810.

         QK is a holding company. The principal business office of QK is located
at 3411 Silverside Road,  Bancroft Building,  Suite 205C,  Wilmington,  Delaware
19810.

         QVC is  principally  engaged in the  retailing  of general  merchandise
through  electronic  media by  producing  and  distributing  merchandise-focused
television programs, via satellite, to affiliated video program distributors for
retransmission to subscribers.  The principal  business office of QVC is located
at Studio Park, 1200 Wilson Drive, West Chester, Pennsylvania 19380.

         Holdings and Comcast QVC are holding companies.  The principal business
office of Holdings  and Comcast QVC is located at 1201 N. Market  Street,  Suite
1405, Wilmington, Delaware 19801.

         Comcast and CHC are  principally  involved in three lines of  business:
(1) cable,  through the  development,  management  and  operation  of  broadband
communications  networks  in the  United  States,  (2)  commerce,  through  QVC,
Comcast's consolidated electronic retailing subsidiary, and (3) content, through
Comcast's consolidated programming investments, including Comcast-Spectator,  E!
Entertainment  Television,  The Golf  Channel,  Outdoor Life Network and G4, and
through other programming investments.  The principal business office of Comcast
and CHC is located at 1500 Market Street, Philadelphia, Pennsylvania 19102.

         Information  concerning  the  executive  officers and  directors of the
Reporting  Persons is set forth in Exhibit 99.1 of this statement.  Each of such
executive  officers  and  directors  is a citizen of the United  States,  unless
otherwise noted in Exhibit 99.1. None of the Reporting Persons, nor, to the best
knowledge  of the  Reporting  Persons,  any person named in Exhibit 99.1 to this
statement  has,  during  the last  five  years,  been  convicted  of a  criminal
proceeding  (excluding  traffic  violations or similar  misdemeanors)  or been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  resulting in a judgment,  decree or final order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, Federal or
state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

         Item 3 of the Original  Filing is hereby  amended and  supplemented  to
include the following:

         The  aggregate  consideration  paid by  Interactive  for the  shares of
Common Stock in the open market  purchases and private block  purchases,  net of
brokerage commissions, was $482,164.11, which aggregate consideration was funded
with a capital contribution of $144,649.23 from working capital of Comcast and a
capital contribution of $337,514.88 from working capital of QVC.

Item 4.  Purpose of Transaction.

         Item 4 of the Original  Filing is hereby  amended and  supplemented  to
include the following:

         On May 5 and 6, 2003,  Interactive  purchased  an  aggregate  of 23,900
shares of Common Stock on the open market, which purchases were effected through
a broker,  at  prices  ranging  from  $3.00 to $3.10 per  share,  for  aggregate
consideration equal to $72,964.11, net of brokerage commissions. On May 9, 2003,
Interactive  purchased a block of 124,000  shares of Common Stock in a privately


                               Page 10 of 14 Pages



negotiated block purchase, which purchase was also effected through a broker, at
a price of $3.30 per share, for aggregate  consideration equal to $409,200,  net
of  brokerage  commissions.  Also on May 9,  2003,  Michael  G. Rubin (the chief
executive officer of the Company) and other members of management of the Company
purchased  a block of 231,000  shares of Common  Stock from the same seller in a
privately  negotiated  block purchase that was also effected at a price of $3.30
per  share.  Interactive  and Rubin are  parties to a voting  agreement  that is
described in the Original Filing.  Notwithstanding  the existence of such voting
agreement,  the Reporting Persons disclaim that they were acting as a group with
Rubin and the other  members of  management  in  acquiring  such block of Common
Stock or in any future transactions.

Item 5.  Interest in Securities of the Company.

         Item 5 of the Original  Filing is hereby amended by replacing the first
paragraph in its entirety with the following:

         Based upon  information  represented  by the  Company in its  Quarterly
Report on Form 10-Q for the quarter ended March 29, 2003, and assuming  exercise
of all warrants to purchase  Common Stock of which  Interactive  has  beneficial
ownership and all options to purchase Common Stock of which Rubin has beneficial
ownership,  as of May 1,  2003,  the total  number  of  shares  of Common  Stock
outstanding  was  44,148,772.  Based upon such total  number of shares of Common
Stock, as of the date of filing of this Amendment,  and assuming exercise of all
warrants to purchase Common Stock of which Interactive has beneficial  ownership
and all  options  to  purchase  Common  Stock  of  which  Rubin  has  beneficial
ownership,  under Rule 13d-3,  Interactive has dispositive power over 13,947,900
shares of  Common  Stock  constituting  approximately  31.6% of the  outstanding
shares of Common Stock and shares voting power over 21,588,496  shares of Common
Stock  constituting  approximately  48.9% of the  outstanding  shares  of Common
Stock.  By virtue of the  relationship  among the Reporting  Persons (see Item 2
herein),  the  Reporting  Persons  may be  deemed  to  have  shared  voting  and
dispositive  power of the  shares of Common  Stock of the  Company  beneficially
owned by Interactive. In addition, Lawrence S. Smith, Co-Chief Financial Officer
and Executive Vice President of Comcast  Corporation,  has sole  dispositive and
voting power over 1,000 shares of Common Stock  constituting less than 1% of the
outstanding shares of Common Stock.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect
         to Securities of the Company.

         Not modified.

Item 7.  Material Filed as Exhibits.

         10.1.    Stock and Warrant  Purchase  Agreement,  dated  September  13,
                  2000, between Interactive  Technology Holdings, LLC and Global
                  Sports, Inc.  (incorporated by reference to Exhibit 2.1 to the
                  Current  Report on Form 8-K of the Company  filed on September
                  20, 2000).

         10.2.    Second  Amended and Restated  Registration  Rights  Agreement,
                  dated as of September  13, 2000,  by and among Global  Sports,
                  Inc. and the Holders  Listed on the  Signature  Pages  thereto
                  (incorporated  by  reference  to Exhibit  99.3 to the  Current
                  Report  on Form  8-K of the  Company  filed on  September  20,
                  2000).

         10.3.    Voting  Agreement,  dated as of September  13,  2000,  between
                  Interactive  Technology  Holdings,  LLC and  Michael  G. Rubin
                  (incorporated  by  reference  to Exhibit  99.1 to the  Current
                  Report  on Form  8-K of the  Company  filed on  September  20,
                  2000).

         10.4.    Voting  Agreement,  dated as of September  13,  2000,  between
                  Interactive  Technology  Holdings,  LLC and  SOFTBANK  Capital
                  Partners  L.P.  and  SOFTBANK   Capital   Advisors  Fund  L.P.


                               Page 11 of 14 Pages



                  (incorporated  by  reference  to Exhibit  99.2 to the  Current
                  Report  on Form  8-K of the  Company  filed on  September  20,
                  2000).

         10.5.    Stock  Purchase  Agreement,  dated as of July 20, 2001,  among
                  Interactive Technology Holdings,  LLC, Global Sports, Inc. and
                  Michael G. Rubin  (incorporated by reference to Exhibit 2.1 to
                  the Current  Report on Form 8-K of the Company filed on August
                  27, 2001).

         10.6.    Second  Amendment to Second Amended and Restated  Registration
                  Rights  Agreement made as of July 20, 2001 by and among Global
                  Sports,  Inc. and the Holders Listed on the Signature Pages to
                  the Second Amended and Restated  Registration Rights Agreement
                  (incorporated  by  reference  to Exhibit  99.2 to the  Current
                  Report on Form 8-K of the Company filed on August 27, 2001).

         10.7.    Letter  Agreement,  dated July 20, 2001,  among Global Sports,
                  Inc., Interactive Technology Holdings,  LLC, Michael G. Rubin,
                  SOFTBANK  Capital  Partners L.P. and SOFTBANK Capital Advisors
                  Fund L.P.  (incorporated  by  reference to Exhibit 99.1 to the
                  Current  Report on Form 8-K of the Company filed on August 27,
                  2001).

         10.8.    Amended and Restated Joint Filing  Agreement,  dated as of May
                  16, 2003, by and among the Reporting Persons (filed herewith).

         99.1.    Amended and Restated  Executive  Officers and Directors of the
                  Reporting Persons (filed herewith).








                               Page 12 of 14 Pages




                                   SIGNATURES

         After  reasonable  inquiry and to the best of our knowledge and belief,
we certify that the  information  set forth in this statement is true,  complete
and correct.

Dated:   May 16, 2003

INTERACTIVE TECHNOLOGY HOLDINGS, LLC
     By: QK Holdings, Inc., its Managing Member


By:       /s/  David M. Apostolico
        ---------------------------------------------
         Name:    David M. Apostolico
         Title:   President of QK Holdings, Inc.

QK HOLDINGS, INC.

By:       /s/  David M. Apostolico
        ---------------------------------------------
     Name:    David M. Apostolico
     Title:   President

QVC, INC.

By:       /s/  Neal S. Grabell
        ---------------------------------------------
     Name:    Neal S. Grabell
     Title:   General Counsel

Comcast QVC, Inc.


By:       /s/  Rosemarie S. Teta
        ---------------------------------------------
     Name:    Rosemarie S. Teta
     Title:   Vice President

Comcast Programming Holdings, Inc.


By:       /s/  Rosemarie S. Teta
        ---------------------------------------------
     Name:    Rosemarie S. Teta
     Title:   Vice President

COMCAST HOLDINGS CORPORATION


By:       /s/  Arthur R. Block
        ---------------------------------------------
     Name:    Arthur R. Block
     Title:   Senior Vice President

COMCAST CORPORATION


By:       /s/  Arthur R. Block
        ---------------------------------------------
     Name:    Arthur R. Block
     Title:   Senior Vice President





                               Page 13 of 14 Pages





                                Index to Exhibits

10.1.    Stock and Warrant Purchase Agreement, dated September 13, 2000, between
         Interactive   Technology   Holdings,   LLC  and  Global  Sports,   Inc.
         (incorporated by reference to Exhibit 2.1 to the Current Report on Form
         8-K of the Company filed on September 20, 2000).

10.2.    Second Amended and Restated Registration Rights Agreement,  dated as of
         September  13, 2000, by and among Global  Sports,  Inc. and the Holders
         Listed on the  Signature  Pages thereto  (incorporated  by reference to
         Exhibit 99.3 to the Current  Report on Form 8-K of the Company filed on
         September 20, 2000).

10.3.    Voting Agreement,  dated as of September 13, 2000, between  Interactive
         Technology  Holdings,   LLC  and  Michael  G.  Rubin  (incorporated  by
         reference  to  Exhibit  99.1 to the  Current  Report on Form 8-K of the
         Company filed on September 20, 2000).

10.4.    Voting Agreement,  dated as of September 13, 2000, between  Interactive
         Technology  Holdings,  LLC and  SOFTBANK  Capital  Partners  L.P.,  and
         SOFTBANK  Capital  Advisors  Fund L.P.  (incorporated  by  reference to
         Exhibit 99.2 to the Current  Report on Form 8-K of the Company filed on
         September 20, 2000).

10.5.    Stock Purchase Agreement,  dated as of July 20, 2001, among Interactive
         Technology  Holdings,  LLC,  Global  Sports,  Inc. and Michael G. Rubin
         (incorporated by reference to Exhibit 2.1 to the Current Report on Form
         8-K of the Company filed on August 27, 2001).

10.6.    Second  Amendment to Second  Amended and Restated  Registration  Rights
         Agreement made as of July 20, 2001 by and among Global Sports, Inc. and
         the Holders  Listed on the  Signature  Pages to the Second  Amended and
         Restated  Registration  Rights Agreement  (incorporated by reference to
         Exhibit 99.2 to the Current  Report on Form 8-K of the Company filed on
         August 27, 2001).

10.7.    Letter  Agreement,  dated July 20,  2001,  among Global  Sports,  Inc.,
         Interactive  Technology  Holdings,  LLC,  Michael  G.  Rubin,  SOFTBANK
         Capital   Partners  L.P.  and  SOFTBANK   Capital  Advisors  Fund  L.P.
         (incorporated  by reference  to Exhibit  99.1 to the Current  Report on
         Form 8-K of the Company filed on August 27, 2001).

10.8.    Amended and Restated Joint Filing Agreement,  dated as of May 16, 2003,
         by and among the Reporting Persons (filed herewith).

99.1.    Amended and Restated  Executive Officers and Directors of the Reporting
         Persons (filed herewith).





                               Page 14 of 14 Pages

                                                                    Exhibit 10.8

            Amended and Restated Filing Agreement dated May 16, 2003
                        Re: Joint Filing of Schedule 13D


The undersigned hereby agree that:

          (i)  each of them is  individually  eligible to use the  Schedule  13D
               attached hereto;

          (ii) the attached Schedule 13D is filed on behalf of each of them;

          (iii)each  of them  is  responsible  for  the  timely  filing  of such
               Schedule 13D and any amendments thereto, and for the completeness
               and  accuracy  of the  information  therein  concerning  herself,
               himself  or  itself;  but  none of them  is  responsible  for the
               completeness and accuracy of the information concerning the other
               persons  making the  filing,  unless  she,  he or it knows or has
               reason to believe that such information is inaccurate.


         Dated:  May 16, 2003

INTERACTIVE TECHNOLOGY HOLDINGS, LLC,
a  Delaware Limited Liability Company
By: QK Holdings, Inc., its Managing Member

         By:      /s/ David M. Apostolico
               ----------------------------------------
         Name:    David M. Apostolico
         Title:   President of QK Holdings, Inc.

QK HOLDINGS, INC., a Delaware Corporation

By:      /s/ David M. Apostolico
        ----------------------------------------
Name:  David M. Apostolico
Title:   President

QVC, INC., a Delaware Corporation


By:      /s/ Neal S. Grabell
        ----------------------------------------
Name:    Neal S. Grabell
Title:   General Counsel

COMCAST QVC, INC., a Delaware corporation


By:      /s/ Rosemarie S. Teta
        ----------------------------------------
Name:    Rosemarie S. Teta
Title:   Vice President









COMCAST PROGRAMMING HOLDINGS, INC., a Delaware corporation


By:  /s/ Rosemarie S. Teta
    ----------------------------------------
Name:    Rosemarie S. Teta
Title:   Vice President

COMCAST HOLDINGS CORPORATION, a Pennsylvania corporation
(f/k/a/ Comcast Corporation)


By:      /s/ Arthur R. Block
    ----------------------------------------
Name: Arthur R. Block
Title:   Senior Vice President

COMCAST CORPORATION, a Pennsylvania Corporation


By:      /s/ Arthur R. Block
    ----------------------------------------
Name: Arthur R. Block
Title:   Senior Vice President



                                                                    Exhibit 99.1

Amended and Restated Directors and Executive Officers of the Reporting Persons Directors and Executive Officers of Comcast Corporation: Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted Ralph J. Roberts Chairman of the Executive Chairman of the Executive Ownership and operation of and Finance Committee of and Finance Committee of cable television systems the Board of Directors and the Board of Directors of and broadband a Director Comcast Corporation communications services 1500 Market Street Philadelphia, PA 19102 C. Michael Armstrong Chairman and Director Chairman of the Board of Ownership and operation of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Julian A. Brodsky Vice Chairman and Director Vice Chairman of the Board Ownership and operation of of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 - --------------- * Citizen of Australia Lawrence S. Smith Co-Chief Financial Officer Co-Chief Financial Officer Ownership and operation of and Executive Vice and Executive Vice cable television systems President President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President Executive Vice President of Ownership and operation of and Assistant Secretary Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Stephen B. Burke Executive Vice President Executive Vice President of Ownership and operation of Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer and Comcast Corporation cable television systems Secretary 1500 Market Street and broadband Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Sheldon M. Bonovitz Director Partner in the law firm of Practice of law Duane Morris and Heckscher LLP 4200 One Liberty Place Philadelphia, PA 19103 Joseph L. Castle, II Director President of Castle Energy Financial Consulting and Corporation operation of an independent One Radnor Corporate Center oil and gas exploration and Suite 250 production company 100 Matsonford Road Radnor, PA 19087 Kenneth J. Bacon Director Senior Vice President of Multifamily lending and Fannie Mae investment portfolio 3900 Wisconsin Ave., NW Washington, DC 20016 -2- J. Michael Cook Director Retired Chairman and CEO of Accounting Deloitte & Touche LLP 980 Lake Avenue Greenwich, CT 06831 Dr. Judith Rodin Director President of University of Academic institution Pennsylvania 100 College Hall Philadelphia, PA 19014 S. Decker Anstrom Director President and CEO of Ownership and operation of of Landmark cable programming channel Communications, Inc. 150 W. Brambleton Ave. Norfolk, VA 23510 Louis A. Simpson Director President and CEO of Geico National property and Corporation casualty insurance P.O. Box 1943 Rancho Santa Fe, CA 92067 Michael I. Sovern Director Chairman of Sotheby's Auction company Holdings, Inc. 1334 York Avenue New York, NY 10021 -3- Directors and Executive Officers of Comcast Holdings Corporation (f/k/a/ Comcast Corporation): Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 Lawrence S. Smith Co-Chief Financial Co-Chief Financial Officer Ownership and operation of Officer, Executive Vice and Executive Vice cable television systems President and Director President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President, Executive Vice President of Ownership and operation of Assistant Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer, Comcast Corporation cable television systems General Counsel, Secretary 1500 Market Street and broadband and Director Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 - ----------------- * Citizen of Australia Directors and Executive Officers of Comcast Programming Holdings, Inc. Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted C. Stephen Backstrom Vice President, Treasurer, Vice President of Taxation Ownership and operation of Assistant Secretary and of Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Judie M. Dionglay Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 William E. Dordelman Vice President, Assistant Vice President of Finance Ownership and operation of Treasurer, Secretary and of Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 -5- Directors and Executive Officers of Comcast QVC, Inc. Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted C. Stephen Backstrom Vice President, Vice President of Taxation Ownership and operation of Treasurer, Assistant of Comcast Corporation cable television systems Secretary and Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Judie M. Dionglay Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 William E. Dordelman Vice President, Assistant Vice President of Finance of Ownership and operation of Treasurer, Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Capital Investment services Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 -6- Directors and Executive Officers of QVC, Inc. Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted Ralph J. Roberts Chairman of the Board and Chairman of the Executive Ownership and operation of Director and Finance Committee of the cable television systems Board of Directors of and broadband Comcast Corporation communications services 1500 Market Street Philadelphia, PA 19102 Julian A. Brodsky Vice Chairman, Assistant Vice Chairman of the Board Ownership and operation of Treasurer, Assistant of Directors of Comcast cable television systems Secretary and Director Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Brian L. Roberts Vice Chairman and Director President and Chief Ownership and operation of Executive Officer of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Senior Vice President, Co-Chief Financial Officer, Ownership and operation of Assistant Treasurer and Executive Vice President and cable television systems Director Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 Lawrence S. Smith Senior Vice President and Co-Chief Financial Officer Ownership and operation of Director and Executive Vice President cable television systems of Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Douglas S. Briggs Executive Officer President of QVC, Inc. Retailing of general Studio Park merchandise through 1200 Wilson Drive West electronic media Chester, PA 19380 - ---------------- * Citizen of Australia -7- William F. Costello Executive Officer Chief Operating Officer, Retailing of general Chief Financial Officer and merchandise through President International of electronic media QVC, Inc. Studio Park 1200 Wilson Drive West Chester, PA 19380 Darlene M. Dagget Executive Officer President U.S. Commerce of Retailing of general QVC, Inc. merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Thomas G. Downs Executive Officer Executive Vice President of Retailing of general Operations & Services of merchandise through QVC, Inc. electronic media Studio Park 1200 Wilson Drive West Chester, PA 19380 Neal Grabell Executive Officer Senior Vice President and Retailing of general Secretary of QVC, Inc. merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 Randy Ronning Executive Officer Executive Vice President of Retailing of general Affiliate Relations, iQVC merchandise through and New Business Development electronic media of QVC, Inc. Studio Park 1200 Wilson Drive West Chester, PA 19380 -8- Directors and Executive Officers of QK Holdings, Inc., Managing Member of Interactive Technology Holdings, LLC: Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted David M. Apostolico President, Treasurer and Senior Counsel of QVC, Inc. Retailing of general Director Studio Park merchandise through 1200 Wilson Drive electronic media West Chester, PA 19380 Gerald Timlin Vice President, Secretary Director of Treasury Retailing of general and Director Operations of QVC, Inc. merchandise through Studio Park electronic media 1200 Wilson Drive West Chester, PA 19380 James J. Woods, Jr. Vice President, Assistant Partner Practice of Law Secretary and Director Connolly Bove Lodge & Hutz LLP 1220 Market Street P.O. Box 2207 Wilmington, DE 19899 * Citizen of Australia
-9-