Item 1(a). Name of Issuer.

           Systemax Inc. (the "Company")

           Item 1(b). Address of Issuer's Principal Executive Offices.

           Item 2(a). Name of Person Filing.

          This statement is filed on behalf of the persons identified in Item 4 below. In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information contained herein concerning that person, but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

           Item 2(b). Address of Principal Business Office or, if None, Residence.

           Item 2(c). Citizenship.

          Each of the persons filing this statement is a United States citizen, a limited partnership organized under the laws of a state of the United States or a trust created or governed under the laws of a state of the United States.

           Item 2(d). Title of Class of Securities.

          This statement relates to the Company's Common Stock, par value $.01 per share (the "Common Stock").

           Item 2(e). CUSIP Number.

           871851 10 1

           Item 3. For Statements Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or ( c).

           Not applicable.

           Item 4(a), (b) and (c). Ownership.

           Richard Leeds is the beneficial owner of 10,469,937 shares of Common Stock of the Company, representing 29.77% of the total number of shares outstanding as of December 31, 2006. Richard Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 8,998,023 of such shares (including 1,838,583 shares owned by Generations Partners, L.P., a limited partnership of which Richard Leeds is the general partner, 4,000,000 shares owned by the Richard Leeds 2006 GRAT and 235,850 shares owned by GML Partners, LP a limited partnership of which a limited liability company owned by Mr. Leeds is the general partner) and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 977,114 of such shares as co-trustee for trusts for the benefit of his brothers' children and 494,800 of such shares as a member of Aspire Partners LLC, a limited liability company that is the general partner of Aspire Partners, L.P.

           Robert Leeds is the beneficial owner of 8,396,006 shares of Common Stock of the Company, representing 23.87% of the total number of shares outstanding as of December 31, 2006. Robert Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 6,924,092 of such shares (including 5,000,000 shares owned by the Robert Leeds GRAT) and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 977,114 of such shares as co-trustee for trusts for the benefit of his brothers' children and 494,800 of such shares as a member of Aspire Partners LLC, a limited liability company that is the general partner of Aspire Partners, L.P.

           Bruce Leeds is the beneficial owner of 8,396,004 shares of Common Stock of the Company, representing 23.87% of the total number of shares outstanding as of December 31, 2006. Bruce Leeds has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 6,924,090 of such shares (including 4,000,000 shares owned by the Bruce Leeds GRAT) and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 977,114 of such shares as co-trustee for trusts for the benefit of his brothers' children and 494,800 of such shares as a member of Aspire Partners LLC, a limited liability company that is the general partner of Aspire Partners, L.P.

           Generations Partners, L.P. is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 1,838,583 shares of Common Stock of the Company, representing 5.28% of the total number of shares outstanding as of December 31, 2006.

           Carol Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or to direct the disposition, of 10,000 shares of Common Stock of the Company, representing 0.03% of the total number of shares outstanding as of December 31, 2006.

           Nancy Leeds Bunt is the beneficial owner of 234,162 shares of Common Stock of the Company, representing 0.67% of the total number of shares outstanding as of December 31, 2006. Nancy Leeds Bunt has (i) sole power to vote or to direct the vote and to dispose or to direct the disposition of 230,962 of such shares (including 1,000 shares as custodian for Jake Edward Bunt, and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,200 of such shares, all of which are held in her name in retirement and other accounts.

           Michele Rosenberg is the beneficial owner of 1,467,671 shares of Common Stock of the Company, representing 4.17% of the total number of shares outstanding as of December 31, 2006. Ms. Rosenberg has (i) sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,000 of such shares and (ii) shared power to vote or to direct the vote and to dispose or to direct the disposition of 1,465,671 of such shares as co-trustee for trusts for the benefit of the children of Richard Leeds, Robert Leeds and Bruce Leeds.

          Each of The Richard Leeds Irrevocable Trust, The Robert Leeds Irrevocable Trust and The Bruce Leeds Irrevocable Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 438,557 shares of Common Stock of the Company, representing 1.25% of the total number of shares outstanding as of December 31, 2006.

           David Leeds is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 227,262 shares of Common Stock of the Company, representing 0.65% of the total number of shares outstanding as of December 31, 2006.

          GML Partners, L.P. is the beneficial owner, and has the sole power to vote or to direct the vote and to dispose or to direct the disposition, of 235,850 shares of Common Stock of the Company representing 0.67% of the total number of outstanding shares as of December 31, 2006.

          Each of The Richard Leeds Family Irrevocable Trust, The Robert Leeds Family Irrevocable Trust and The Bruce Leeds Family Irrevocable Trust is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 50,000 shares of Common Stock of the Company, representing 0.14% of the total number of shares outstanding as of December 31, 2006.

          The Bruce Leeds 2006 GRAT is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 4,000,000 shares of Common Stock representing 11.37% of the total number of shares outstanding as of December 31, 2006.

          The Robert Leeds 2006 GRAT is the beneficial owner, and has sole power to vote or to direct the vote and to dispose or direct the disposition, of 5,000,000 shares of Common Stock representing 14.21% of the total number of shares outstanding as of December 31, 2006.

          The Richard Leeds 2006 GRAT is the beneficial owner, and has sole power to vote or to direct the note and dispose or direct the disposition of 4,000,000 shares of Common Stock representing 11.37% of the total number of shares outstanding as of December 31, 2006.

          The Company and each of the persons listed above (each, a "Holder") have entered into a stockholders agreement which contains, among other things, certain restrictions with respect to the transferability of certain shares of Common Stock held by the Holders, certain provisions regarding the election of directors, certain registration rights granted by the Company with respect to certain shares held by the Holders and certain provisions which may require a Holder to transfer stock in certain circumstances.

           Item 5. Ownership of Five Percent or Less of a Class.

           Not applicable.

           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.

           See Item 4 above.

           Item 9. Notice of Dissolution of Group.

           Not applicable.

           Item 10. Certification.

           Not applicable.