DELIAS INC
S-3, 2000-01-19
CATALOG & MAIL-ORDER HOUSES
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<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000
                      REGISTRATION NO. 333-- ______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  DELIA*S INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                          <C>
           DELAWARE                                             13-3914035
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

</TABLE>

                                435 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 807-9060
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                            TIMOTHY B. SCHMIDT, ESQ.
                                435 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 807-9060
                     (Name, address, including zip code, and
          telephone number, including area code, of agent for service)


                          COPIES OF COMMUNICATIONS TO:
                            JEFFREY A. HORWITZ, ESQ.
                               PROSKAUER ROSE LLP
                                  1585 BROADWAY
                          NEW YORK, NEW YORK 10036-8299
                                 (212) 969-3000

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement has been declared effective.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
 TITLE OF EACH CLASS OF     AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
    SECURITIES TO BE         REGISTERED         AGGREGATE OFFERING       AGGREGATE OFFERING   REGISTRATION FEE
       REGISTERED                                PRICE PER UNIT (1)           PRICE (1)
- ----------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                        <C>                 <C>
Common Stock, par value         174,550              $7.34375                   $1,281,852          $339
$.01 per share
- -----------------------------------------------------------------------=========================================
</TABLE>

(1) Estimated solely for the purpose of calculating the fee pursuant to Rule
457(c) under the Securities Act of 1933 based on the average of the high and low
prices of the Registrant's Common Stock reported on The Nasdaq Stock Market on
January 18, 2000.

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

                                   PROSPECTUS


                           174,550 SHARES OF COMMON STOCK


                                  DELIA*S INC.




The selling stockholders identified in this prospectus are offering up to
174,550 shares of our common stock. Our common stock is traded on the Nasdaq
National Market under the symbol "DLIA". The last reported sale price for our
common stock on the Nasdaq National Market on January 18, 2000 was $7.4375.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.

NEITHER THE SECURITY AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.




                        PROSPECTUS DATED JANUARY 19, 2000




<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                  PAGE

<S>                               <C>
Forward Looking Statements        2

The Company                       2

Risk Factors                      4

Selling Stockholder               9

Plan of Distribution             10

Legal Opinion                    11

Experts                          11

How to Obtain More Information   12
</TABLE>


         No dealer, salesperson or any other person has been authorized to give
any information or make any representations not contained in this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by us or the Selling Stockholder. This Prospectus
does not constitute an offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an offer to buy, to any person
in any jurisdiction where such an offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstance, create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.




















<PAGE>


                           FORWARD LOOKING STATEMENTS

     STATEMENTS CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS
PROSPECTUS MAY BE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION
27A OF THE AMENDED SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED
SECURITIES EXCHANGE ACT OF 1934). WHEN USED IN THIS DOCUMENT AND IN DOCUMENTS
INCORPORATED HEREIN BY REFERENCE, THE WORDS "BELIEVE," "PLAN," "INTEND,"
"EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS DOCUMENT
OR THE DATE OF THE DOCUMENT INCORPORATED HEREIN BY REFERENCE, AS APPLICABLE.
THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE
FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT
LIMITED TO, GENERAL ECONOMIC CONDITIONS; CHANGES IN CONSUMER SPENDING
PATTERNS; INCREASES IN THE COST OF MATERIALS, PRINTING, PAPER, POSTAGE,
SHIPPING AND LABOR; TIMING OF CATALOG MAILINGS; CUSTOMER RESPONSE RATES;
OPPORTUNITIES TO EXPAND AND THE ABILITY TO INCREASE COMPARABLE STORE SALES;
LEVELS OF COMPETITION; DIFFICULTIES IN INTEGRATING ACQUISITIONS; THE ABILITY
TO LOCATE AND OBTAIN ACCEPTABLE STORE SITES AND LEASE TERMS OR RENEW EXISTING
LEASES; THE ABILITY TO OBTAIN ADDITIONAL CAPITAL TO FUND THE BUILD-OUT OF NEW
STORES; ACCEPTANCE OF NEW RETAIL CONCEPTS; ADVERSE WEATHER CONDITIONS,
CHANGES IN WEATHER PATTERNS AND OTHER FACTORS AFFECTING RETAIL STORES; AND
OTHER FACTORS OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER FACTORS THAT
APPEAR IN THIS PROSPECTUS OR IN OUR OTHER SECURITIES AND EXCHANGE COMMISSION
FILINGS, INCLUDING OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JANUARY
31, 1999, COULD AFFECT OUR ACTUAL RESULTS AND COULD CAUSE OUR ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS
MADE BY US OR ON OUR BEHALF.

     ALL REFERENCES IN THIS REPORT TO A FISCAL YEAR PRIOR TO FISCAL 1999 REFER
TO THE YEAR ENDED JANUARY 31 FOLLOWING THE PARTICULAR CALENDAR YEAR (E.G.,
"FISCAL 1998" REFERS TO THE YEAR ENDING JANUARY 31, 1999). EFFECTIVE FEBRUARY 1,
1999, WE CHANGED OUR FISCAL YEAR TO END ON THE SATURDAY CLOSEST TO JANUARY 31
(E.G., "FISCAL 1999" REFERS TO THE FIFTY-TWO WEEKS ENDING JANUARY 29, 2000).

                                   THE COMPANY

         We are a teen-focused marketer of casual apparel, accessories,
cosmetics, home furnishings and soccer merchandise. Through the dELiA*s
catalog and Web site, which target girls and young women between the ages of
10 and 24 (an age group known as "Generation Y"), we are a leading direct
marketer of casual apparel, related accessories and cosmetics focused on
Generation Y. In February 1999, we opened our first full-priced dELiA*s store
in New York. We opened four additional dELiA*s stores during the second
quarter of fiscal 1999, six more stores during the third quarter and six more
in the fourth quarter to date, bringing the total current number of
full-price dELiA*s brand stores in operation to seventeen. We plan to
continue the expansion of this concept through new store openings and the
conversion of certain of our Screeem! and Jean Country stores. Through our
TSI Soccer catalog, retail stores and Web site, we are a leading direct
marketer and retailer of specialty soccer and other athletic merchandise to
Generation Y boys and girls. Our other catalog titles include Contents, which
offers home furnishings to Generation Y, and Droog, which offers apparel and
accessories to Generation Y boys and young men. We also target pre-teen girls
with our Storybook Heirlooms catalog.

         On April 14, 1999, we completed an initial public offering of
approximately 4.8 million shares of Class A common stock of iTurf Inc., our
Internet-focused subsidiary. iTurf used $17.7 million of the total $97.4 million
in net offering proceeds to purchase 551,046 shares of dELiA*s common stock from
dELiA*s, which we have treated as treasury stock in consolidation. As a result
of the offering, we recognized a gain of approximately $70 million before taxes
($41 million after taxes). On September 1, 1999, iTurf acquired [email protected],
Inc. in exchange for 1,586,996 newly issued shares of iTurf Class A common
stock. In December, 1999, we converted 1,075,000 shares of our iTurf Class B
common stock into Class A common stock and sold 325,000 of such shares in a
private placement to Kistler Joint Venture and 750,000 of such shares to
Deutsche Banc Alex. Brown pursuant to a registration statement


                                       2
<PAGE>

under the Securities Act of 1933. We have registered for sale pursuant to the
Securities Act an additional 925,000 shares of iTurf Class A common stock, to
be issued upon conversion of shares of Class B common stock. As of the date
hereof, we own approximately 60% of the value and approximately 90% of the
vote of iTurf.

         We maintain our corporate and Internet headquarters and a
telemarketing and customer service group in New York, New York, additional
telemarketing and corporate facilities in Durham, North Carolina and a
fulfillment facility for processing merchandise in Hanover, Pennsylvania. Our
Storybook Heirlooms business is based in the San Francisco, California area.

         Our executive offices are located at 435 Hudson Street, New
York, New York 10014, and our telephone number is (212) 807-9060.



























                                       3
<PAGE>

                                  RISK FACTORS

         THE FOLLOWING RISK FACTORS RELATE TO OUR BUSINESS AND QUALIFY THE
STATEMENTS MADE IN, OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS ABOUT
OUR BUSINESS. THESE FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE CONTAINED IN FORWARD-LOOKING STATEMENTS MADE IN,
OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS AND/OR PRESENTED ELSEWHERE
BY MANAGEMENT FROM TIME TO TIME. THE SUBHEADINGS BELOW IDENTIFY THE RISKS
DISCUSSED BUT CANNOT DO SO COMPLETELY. EACH SUBSECTION MAY RELATE TO MORE
THAN ONE ASPECT OF OUR BUSINESS. ACCORDINGLY, YOU SHOULD CAREFULLY CONSIDER
EACH RISK FACTOR IN EVALUATING OUR BUSINESS, ANY INVESTMENT IN US AND THE
DESCRIPTIONS OF US CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS
PROSPECTUS. YOU SHOULD ALSO REVIEW OUR SEC FILINGS ON FORMS 10-Q, 10-K AND
8-K, PARTICULARLY THE SECTIONS ENTITLED "BUSINESS DESCRIPTION," "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,"
"RISK FACTORS" AND "OTHER EVENTS."

         HISTORICAL RESULTS MAY NOT BE INDICATIVE OF FUTURE RESULTS DUE TO
SEASONAL, CYCLICAL AND QUARTERLY FLUCTUATIONS. We experience seasonal
fluctuations in our merchandise sales and results of operations. In addition,
due to the cyclical nature of the industry and our sensitivity to consumer
spending patterns, purchases of apparel and accessories tend to decline during
recessionary periods and may decline at other times. Our quarterly results may
also fluctuate as a result of numerous factors, including:

     o general economic conditions;

     o changes in consumer spending patterns;

     o increases in the cost of materials, printing, paper, postage, shipping
       and labor;

     o the timing, quantity and cost of catalog and electronic mailings and
       the response rates to those mailings;

     o market acceptance of our merchandise (including new merchandise
       categories or products introduced);

     o opportunities to expand, including the ability to locate and obtain
       acceptable store sites and lease terms or renew existing leases, and the
       ability to increase comparable store sales;

     o levels of competition;

     o the timing of merchandise deliveries;

     o difficulties in integrating acquisitions;

     o adverse weather conditions, changes in weather patterns and other factors
       affecting retail stores; and

     o other factors outside our control.

         OUR GROWTH-STRATEGY MAY PRESENT FINANCIAL, OPERATIONAL, MANAGEMENT
AND INVENTORY CHALLENGES. Our recent growth has placed significant demands on
our management and other administrative, operational and financial resources.
We intend to continue to pursue a growth-oriented strategy for the
foreseeable future and our future operating results will largely depend on
our ability to open and operate new retail stores and to manage a larger
business. Our ability to make the capital improvements required to open new
stores and to convert existing stores to the dELiA*s brand will require
significant capital expenditures. There can be no assurance that we will be
able to obtain adequate financial resources to fund continued growth at
optimal levels. Managing our growth will require us to continue to implement
and improve our operations and financial and management information systems
and to continue to expand, motivate and effectively manage our workforce.
Operation of new retail concepts and a greater number of new stores as well
as expansion into new retail markets may present competitive and
merchandising challenges that are different from those we currently encounter
in our existing stores and markets and in our catalog business. In addition,
expansion of our retail concepts within our existing markets may adversely
affect the individual financial performance of existing stores or
consolidated results. New stores may not achieve sales and profitability
levels consistent with existing stores. Investments in infrastructure for our
catalog, retail and Internet businesses will increase our operating expenses,
which could have a material adverse effect on the results of our business if
anticipated sales do not materialize. Furthermore, as our sales increase, we
anticipate maintaining higher inventory levels. This anticipated increase in


                                       4
<PAGE>

inventory levels will expose us to greater risk of excess inventories and
inventory obsolescence, which would have a material adverse effect on our
business.

         WE MAY FAIL TO ANTICIPATE AND RESPOND TO FASHION TRENDS. Our failure to
successfully anticipate, identify or react to changes in styles, trends or brand
preferences of our customers may result in lower revenue from reduced sales and
promotional pricing. Our success depends, in part, on our ability to anticipate
the frequently-changing fashion tastes of our customers, and to offer
merchandise that appeals to their preferences on a timely and affordable basis.
If we misjudge merchandise selection, our image with our customers would be
materially adversely affected. Poor customer reaction to our products or our
failure to effectively source these products would materially affect our
business.

         WE MAY NOT BE ABLE TO ATTRACT NEW BUYERS TO REPLENISH OUR CUSTOMER
BASE. Our customers are primarily teens and young adults. As these individuals
age beyond their teens, they may no longer purchase products aimed at younger
individuals. Accordingly, we must constantly update our marketing efforts to
target new, prospective teen customers. Failure to do so would have a material
adverse effect on our business.

         OUR CATALOG RESPONSE RATES MAY DECLINE. Response rates will usually
decline when we mail additional catalog editions within the same fiscal period.
In addition, as we continue to increase the number of catalogs distributed and
mail our catalogs to a broader group of new potential customers, we have
observed that these new potential customers respond at lower rates than our
existing customers have historically responded. This trend in response rates has
had and is likely to continue to have an adverse effect on our rate of sales
growth and on our profitability.

         PROPOSED LEGISLATION MAY LIMIT OUR ABILITY TO CAPTURE CUSTOMER
INFORMATION. Recently, there has been increasing public concern regarding the
compilation, use and distribution of information about teens and children.
Federal legislation has been introduced in the U.S. Congress that proposes
restrictions on persons, principally list brokers, that sell, purchase or
otherwise use for commercial purposes personal information about teens (under
the age of 16) and children. List brokerage is not currently a material part of
our business but we do market to persons whose names were derived from purchased
or rented lists. We may increase our use of purchased and rented lists or, in
the future, decide to increase our list brokerage business. Consequently, the
proposed legislation, or other similar laws or regulations that may be enacted,
could impair our ability to collect customer information, use that information
in the course of our business or profit from future plans to sell customer
information, which could have a material adverse effect on our business.

         FLUCTUATIONS IN COMPARABLE STORE SALES RESULTS. A variety of factors
affect our comparable store sales, including among others, fashion trends, the
general retail sales environment, our ability to efficiently source and
distribute products, changes in our merchandise mix and our ability to execute
our business strategy efficiently. Comparable store sales may fluctuate
significantly, which could adversely affect our business.

         WE MAY FACE CHALLENGES IN IDENTIFYING, COMPLETING, INTEGRATING AND
FINANCING ACQUISITIONS. We expect from time to time to consider making
additional acquisitions within and outside the direct mail, retail and apparel
and Internet industries, but may not be able to make these acquisitions, either
on favorable terms or at all. In addition, recent acquisitions or future
acquisitions may not prove successful.

         Acquisitions involve a number of special risks, including the diversion
of management's attention to the integration of operations and the assimilation
and retention of the personnel of acquired companies


                                       5
<PAGE>

and potential adverse short-term effects on our operating results. In addition,
we may require additional debt or equity financing for future acquisitions,
which may not be available on favorable terms, or at all. Our inability to
successfully finance, complete and integrate acquisitions in a timely manner
could have a material adverse effect on our business.

         WE RELY ON THIRD PARTY SHIPPERS. We rely on third party shippers
(including the United States Postal Service, United Parcel Service and FedEx) to
ship merchandise to our customers and retail stores. Strikes or other service
interruptions affecting our shippers would have a material adverse effect on our
ability to deliver merchandise on a timely basis.

         WE DEPEND ON KEY VENDORS. Our business depends, in part, on our ability
to purchase current-season brand-name apparel, accessories and soccer
merchandise at competitive prices, in sufficient quantities and of acceptable
quality. While no vendor accounted for more than 8% of our consolidated fiscal
1998 sales, two vendors accounted for approximately 60% of sales of our soccer
business in fiscal 1998. One of those vendors, adidas, accounted for
approximately 8% of our consolidated sales in fiscal 1998. We do not have a
long-term contract with adidas or any other supplier. In addition, many of our
smaller vendors have limited resources, production capacities and operating
histories. The failure of key vendors to expand with us, the loss of one or more
key vendors including adidas, a material change in our current purchase terms or
a limitation on our ability to procure products could have a material adverse
effect on our business.

         WE MAY FAIL TO RETAIN AND INTEGRATE OUR KEY PERSONNEL TO OPERATE OUR
BUSINESS, AND WE MAY BE UNABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL AS OUR
BUSINESS GROWS. Our success depends upon the continued service of our key
technical, sales and senior management personnel. Loss of the services of
Stephen I. Kahn, Chairman of our board of directors and Chief Executive
Officer, Evan Guillemin, President and Chief Financial Officer, Christopher
C. Edgar, Vice Chairman of our board of directors and Chief Operating
Officer, or other key employees would have a material adverse effect on our
business.

         Our success also depends on our ability to continue to attract, retain
and motivate skilled employees. We may be unable to retain our key employees or
attract, assimilate or retain other qualified employees in the future. Our
business will be materially adversely affected if we fail to attract and retain
key employees.

         OUR INDUSTRIES ARE HIGHLY COMPETITIVE. The apparel, accessories and
soccer specialty merchandise industries are highly competitive, and we expect
competition in these markets to increase. We compete with traditional
department-store retailers, as well as specialty apparel, accessory, soccer and
general athletic merchandise retailers, for teen and young-adult customers. We
also compete with other direct marketers, some of which may specifically target
our customers. Many of our competitors are larger than us and have substantially
greater financial, distribution and marketing resources.

         There are few barriers to entry in the teen apparel and accessories
market and in the soccer specialty market. We believe that our success in the
teen apparel market has attracted other catalogers, store-based retailers and
apparel manufacturers to this market. We could also face competition from
manufacturers of apparel and accessories (including our current vendors), who
could market their products directly to retail customers or make their
products more readily available in other retail stores, through other
catalogs or over the Internet. In addition, competitors could enter into
exclusive distribution arrangements with our vendors and deny us access to
their products. Increased competition could result in pricing pressures,
increased marketing expenditures and loss of market share, and would have a
material adverse effect on our business.


                                       6
<PAGE>

         Our industry is being affected by technological changes in distribution
and marketing methods, such as on-line catalogs, retail kiosks and Internet
shopping. We believe our success will depend, in part, on our ability to adapt
to new technologies and to respond to competitors' actions in these areas.
Adapting to new technologies could require significant capital expenditures.

         POSTAGE AND PAPER EXPENSES FLUCTUATE. Significant increases in paper or
catalog delivery costs would have a material adverse effect on our business.

         WE RELY ON INFORMATION SYSTEMS WHICH ARE SUBJECT TO DISRUPTION. Our
success depends, in part, on our ability to provide prompt, accurate and
complete service to our customers on a competitive basis, and to purchase and
promote products, manage inventory, ship products, manage sales and marketing
and maintain efficient operations through our telephone and management
information systems. A significant disruption in our telephone and management
information systems could adversely affect our relations with our customers and
vendors and our ability to manage our operations. Furthermore, extended or
repeated reliance on our back-up computer and telephone systems would have a
material adverse effect on our business.

         WE MAY BECOME SUBJECT TO CURRENCY, POLITICAL, TAX AND OTHER
UNCERTAINTIES AS WE EXPAND INTERNATIONALLY. We distribute our dELiA*s and
Storybook Heirlooms catalogs in Japan and Canada and plan to explore
distribution opportunities in other international markets. Our international
business is subject to a number of risks of doing business abroad, including:

     o fluctuations in currency exchange rates;

     o the impact of recessions in economies outside the United States;

     o regulatory and political changes in foreign markets;

     o reduced protection for intellectual property rights in some countries;

     o potential limits on the use of some of our vendors' trademarks outside
       the United States;

     o exposure to potentially adverse tax consequences or import/ export
       quotas;

     o managing distribution abroad;

     o inconsistent quality of merchandise and disruptions or delays in
       shipping; and

     o difficulties in developing customer lists and marketing channels.

         In addition, some of our vendors procure products from outside the
United States and we have begun to purchase merchandise for our dELiA*s-branded
apparel directly from non-U.S. manufacturers. Furthermore, expansion into new
international markets may present competitive and merchandising challenges
different from those we currently face. We cannot assure you that we will expand
internationally or that any such expansion will result in profitable operations.

         WE DEPEND ON INTELLECTUAL PROPERTY. The actions we take to establish
and protect our trademarks and other proprietary rights may not prevent
imitation of our products and services or infringement of our intellectual
property rights by others. In addition, others may resist or seek to block sales
of our products by claiming violation of their trademark and proprietary rights.

         WE MAY BE REQUIRED TO COLLECT SALES TAX. At present, we do not
collect sales or other similar taxes in respect of direct shipments of goods
to consumers into most states. However, various states have sought to impose
state sales tax collection obligations on out-of-state mail-order and
Internet companies. A successful assertion by one or more states that we
should have collected or be collecting sales taxes on the direct sale of
products would have a material adverse effect on our business.


                                       7
<PAGE>

         OUR PRINCIPAL STOCKHOLDER MAY EXERT CONTROL OVER OUR BUSINESS. As of
December 31, 1999, Stephen I. Kahn, our Chairman and Chief Executive Officer,
beneficially owned approximately 40% of the outstanding shares of our common
stock, including shares he owns directly and additional shares covered by a
stockholders agreement among some of our existing stockholders. Therefore, Mr.
Kahn can control the election of our directors and the outcome of all issues
submitted to a vote of our stockholders. The foregoing, together with provisions
in our certificate of incorporation, may make it more difficult for a third
party to acquire, and may discourage acquisition bids for, dELiA*s and could
limit the price that investors might be willing to pay for shares of our common
stock. In addition, a majority of stockholders may take any action in writing
without a meeting according to Delaware law and our bylaws, which may allow Mr.
Kahn to direct corporate action without advance notice to other stockholders.

         ANTI-TAKEOVER PROVISIONS MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE
OF OUR COMMON STOCK. Some provisions of our certificate of incorporation and
bylaws may make it more difficult for a third party to acquire, or may
discourage acquisition bids for, dELiA*s and could limit the price that
investors might be willing to pay in the future for shares of our common stock.
In addition, the rights of holders of our common stock will be subordinate to,
and may be adversely affected by, the rights of any holders of preferred stock
that may be issued in the future and that may be senior to the rights of the
holders of common stock. Under certain conditions, Section 203 of the General
Corporation Law of the State of Delaware would prohibit us from engaging in a
"business combination" with an "interested stockholder" (in general, a
stockholder owning 15% or more of our outstanding voting stock) for a period of
three years from the date that the stockholder becomes an "interested
stockholder."

         OUR STOCK PRICE HAS BEEN PARTICULARLY VOLATILE. Our stock price has
fluctuated substantially since our initial public offering in December 1996. We
believe factors such as actions of competitors and quarterly variations in
operating results, as well as changes in market conditions, analysts' estimates
and the stock market may cause the market price of our common stock to fluctuate
significantly. Further, the stock market has historically experienced volatility
that sometimes has been unrelated to a company's operating performance.

         YEAR 2000 PREPAREDNESS. Although no significant problems have been
noted to date, the failure of our software or systems to recognize the year
2000 could prevent us from being able to process or fulfill orders from our
customers or being able to distribute merchandise to stores in a timely
manner and could disrupt our financial and management controls and reporting
systems. Any such worst-case scenario, if not quickly remedied, would have a
material adverse effect on our business.

         In addition, a significant portion of our merchandise sales are made
with credit cards, and our operations may be materially adversely affected to
the extent our customers are unable to use their credit cards due to Year 2000
issues that are not rectified by the customers' credit card vendors.


                                       8
<PAGE>
                               SELLING STOCKHOLDER

         The following table sets forth certain information as of the date of
this Prospectus with respect to the Selling Stockholder. All of the shares to
be sold by the Selling Stockholder are shares acquired by it in connection
with the acquisition of the Screeem! and Jean Country retail chains by us. We
will not receive any of the proceeds from the sales of shares by the Selling
Stockholder. Beneficial ownership after the offering will depend on the
number of shares sold by the Selling Stockholder.

<TABLE>
<CAPTION>

                                            SHARES OF COMMON STOCK                     SHARES OF COMMON STOCK
                                              BENEFICIALLY OWNED                         BENEFICIALLY OWNED
                                               BEFORE OFFERING(1)        NUMBER OF       AFTER OFFERING(1)
                                            -----------------------      SHARES OF     ----------------------
                                                      PERCENTAGE           COMMON                PERCENTAGE
                                             NUMBER      OWNED          STOCK OFFERED   NUMBER      OWNED
                                             ------   ----------        -------------   ------   ------------
<S>                                          <C>      <C>               <C>             <C>      <C>
American Retail Enterprises, L.P. (2)        174,550  *                 174,550         0        0%
</TABLE>

*Less than 1%.

(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 under the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rule, beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the date of this
Prospectus.

(2) American Retail Enterprises, L.P. ("ARE") directly holds the shares
listed opposite its name. Each of The Pants Set, Inc. ("Pants Set") and
Landmark Pants Corp. ("Landmark"), as general partners of ARE, may be deemed
to be the beneficial owner of all such shares for purposes of Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act"). William R.
Siegel ("Siegel"), as President of Pants Set and Vice President of Landmark,
may be deemed to be the beneficial owner of all such shares for purposes of
Rule 13d-3 under the Exchange Act. Ronald L. Lubel ("Lubel"), as President of
Landmark, may be deemed to be the beneficial owner of all such shares for
purposes of Rule 13d-3 under the Exchange Act. Each of Pants Set, Landmark,
Siegel and Lubel disclaims any beneficial ownership of any such shares. All
of the above-mentioned entities and persons disclaim group attribution.

         The Selling Stockholder provided certain administrative, warehousing
and distribution services to Screeem! Inc. ("Screeem!"), a wholly-owned
subsidiary of us, pursuant to a Transitional Services Agreement. Pursuant to
such agreement, Screeem! paid $200,000 to the Selling Stockholder as
consideration for certain administrative services to be provided between July
10, 1998 and January 31, 1999, and approximately 0.78 percent of retail sales
of the Screeem! Business through January 31, 1999 as consideration for
certain warehousing and distribution services.

          Gary Sugarman, the president of Screeem!, holds an indirect equity
interest in ARE.  Mr. Sugarman also holds options to purchase 250,000 shares
of our common stock.

         The Selling Stockholder has licensed the Screeem!, Jean Country and
American Rocket trademarks from a wholly-owned subsidiary of us for a period
beginning July 10, 1998 and ending on January 31, 1999, subject, under certain
circumstances, to an extension not to exceed 120 days. As consideration for such
license, the Selling Stockholder paid a license fee of $150,000.


                                       9
<PAGE>

                              PLAN OF DISTRIBUTION

         The shares of Common Stock covered by this Prospectus may be offered
and sold from time to time by the Selling Stockholder. The Selling Stockholder
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholder may sell the shares being
offered hereby on The Nasdaq Stock Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell such shares as agent, but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the Nasdaq Stock Market; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (e) in privately
negotiated transactions. To the extent required, this Prospectus may be amended
and supplemented from time to time to describe a specific plan of distribution.
In connection with distributions of such shares or otherwise, the Selling
Stockholder may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the Common Stock in
the course of hedging the positions they assume with Selling Stockholder. The
Selling Stockholder may also sell the Common Stock short and redeliver the
shares to close out such short positions. The Selling Stockholder may also enter
into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares of Common Stock offered hereby, which shares such
broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). The Selling
Stockholder may also pledge such shares to a broker-dealer or other financial
institution, and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). In addition, any
shares of Common Stock covered by this Prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

         In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholder in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. We will
pay all expenses incident to the offering and sale of the shares of Common Stock
covered by this Prospectus to the public other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes.

         In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock covered by this Prospectus must be sold
in such jurisdictions only through registered or licensed brokers or dealers.

         We have advised the Selling Stockholder that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares of
Common Stock covered by this Prospectus in the market and to the activities
of the Selling Stockholder and their affiliates. In addition, we will make
copies of this Prospectus available to the Selling Stockholder and have
informed them of


                                      10
<PAGE>

the need for delivery of copies of this Prospectus to purchasers at or prior to
the time of any sale of the shares of Common Stock covered by this Prospectus.
The Selling Stockholder may indemnify any broker-dealer that participates in
transactions involving the sale of the shares of Common Stock covered by this
Prospectus against certain liabilities, including liabilities arising under the
Securities Act.

         At the time a particular offer of shares of Common Stock covered by
this Prospectus is made, if required, a Prospectus Supplement will be
distributed that will set forth the number of shares of Common Stock covered by
this Prospectus being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.

         The sale of shares of Common Stock covered by this Prospectus by the
Selling Stockholder is subject to compliance by the Selling Stockholder with
certain contractual restrictions with us. There can be no assurance that the
Selling Stockholder will sell all or any of the shares of Common Stock covered
by this Prospectus.

         We have agreed to indemnify the Selling Stockholder and any person
controlling a Selling Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholder has agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.

         We have agreed with the Selling Stockholder to keep the Registration
Statement of which this Prospectus constitutes a part effective for up to two
years following the initial filing of the Registration Statement containing
this Prospectus.

                                  LEGAL OPINION

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Timothy B. Schmidt, Esq., Senior Vice President,
General Counsel and Secretary of the Company. Mr. Schmidt holds options to
purchase 50,000 shares of Common Stock.


                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
from our Annual Report on Form 10-K for the fiscal year ended January 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which expresses an unqualified opinion and refers to
the report of other auditors), which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

         The financial statements of TSI Soccer Corporation for the fiscal year
ended December 31, 1996 (consolidated with the financial statements of the
Company) have been audited by BDO Seidman LLP, independent auditors, as
stated in their report, which is incorporated herein by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended January 31,
1999, and have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

                                      11
<PAGE>

                         HOW TO OBTAIN MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
Registration Statement (of which this Prospectus is a part) on Form S-3 under
the Securities Act of 1933 with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information regarding us and our
Common Stock, reference is hereby made to the Registration Statement, to the
documents incorporated by reference therein and herein and to the exhibits
thereto. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Commission. Such Registration Statement, reports,
proxy statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the Commission's regional offices at Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661, and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of each such document may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Information on the operation of the Commission's public
reference facilities may be obtained by calling the Commission at (800)
SEC-0330. The Commission also maintains a Website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the Commission. The Common
Stock is quoted for trading on The Nasdaq Stock Market and reports, proxy
statements and other information concerning us may also be inspected at
the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.

         The following documents filed by us with the Commission are
incorporated in this Prospectus by reference:

     (1)   Our Annual Report on Form 10-K for the year ended January 31, 1999.
     (2)   Our Amended Annual Report on Form 10-KA for the year ended
           January 31, 1999.
     (3)   Our Quarterly Report on Form 10-Q for the quarter ended
           October 30, 1999.
     (4)   Our Current Report on Form 8-K, dated May 17, 1999.
     (5)   Our Current Report on Form 8-K, dated August 12, 1999.
     (6)   Our Current Report on Form 8-K, dated September 7, 1999.
     (7)   Our Current Report on Form 8-K, dated November 17, 1999.
     (8)   Our Current Report on Form 8-K, dated December 7, 1999.
     (9)   Our Definitive Proxy Statement dated July 6, 1999, mailed
           to shareholders in connection with our August 5, 1999
           annual meeting.
     (10)  The description of the Common Stock in our registration
           statement on Form 8-A (No. 000-21869).

         All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified or superseded,
for purposes of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         We will furnish without charge to you, on the written or oral request,
a copy of any or all of the


                                      12
<PAGE>

documents incorporated in this Prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents. Such requests should be directed to dELiA*s Inc., 435
Hudson Street, New York, New York 10014, Attention: Corporate Secretary,
telephone number (212) 807-9060.

































                                      13
<PAGE>




                     INFORMATION NOT REQUIRED IN PROSPECTUS

         ITEM 14.  Other Expenses of Issuance and Distribution

         An estimate of the fees and expenses of issuance and distribution
(other than discounts and commissions) of the Common Stock offered hereby (all
of which will be paid by the Company) is as follows:

<TABLE>

        <S>                              <C>
         SEC registration fee            $   339
         Printing expenses                 4,000
         Legal fees and expenses          10,000
         Accounting fees and expenses     30,000
         Miscellaneous expenses            1,000

                  Total                  $45,339
</TABLE>



         ITEM 15.  Indemnification of Directors and Officers

         The Company's bylaws provide that the Company shall indemnify each
person who was or is a party to or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigate (a "proceeding"), by reason of the fact that he,
or a person of whom he is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as
director, officer, employee or agent, to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid to or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and that indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and administrators; provided,
however, that, subject to certain exceptions, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by that person, only if that proceeding (or part thereof) was
authorized by the board of directors. The right to indemnification conferred in
the bylaws is a contract right and includes the right to be paid by the Company
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the General Corporation Law of the State
of Delaware, as amended from time to time, requires the payment of such expenses
incurred by a director or officer in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by that person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding shall
be made only upon delivery to the Company of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced, if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under the bylaws or otherwise.

         In addition, Article NINTH of the Company's certificate of
incorporation provides that no director shall be personally liable for any
breach of fiduciary duty. Article NINTH does not eliminate a


                                     II-1
<PAGE>

director's liability (i) for a breach of his or her duty of loyalty to the
Company or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the General Corporation Law of the State of Delaware for
unlawful declarations of dividends or unlawful stock purchases or redemptions or
(iv) for any transactions from which the director derived an improper personal
benefit.

         Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorney's fees), judgment, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

         The Company has agreed to indemnify the Selling Stockholder against
certain liabilities caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and,
if such indemnification is unavailable in respect of any such liabilities, to
contribute to the amount paid or payable by the Selling Stockholder as a result
of such liabilities.

         The Company maintains directors' and officers' liability insurance
coverage.

         ITEM 16.  Exhibits and Financial Statement Schedules

<TABLE>
<CAPTION>
         EXHIBIT NO.                  EXHIBIT DESCRIPTION
         <S>                          <C>
         5                            Opinion of Timothy B. Schmidt, Esq., Senior Vice President and General
                                      Counsel of the Company regarding legality of securities

         23.1                         Consent of Deloitte & Touche LLP

         23.2                         Consent of BDO Seidman, LLP

         23.3                         Consent of Timothy B. Schmidt, Esq. (included in the opinion filed as
                                      Exhibit 5)

         24                           Powers of Attorney (included on page II-4)
</TABLE>

         ITEM 17.   Undertakings

         The undersigned registrant hereby undertakes:


                                     II-2
<PAGE>

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;


Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

         The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                     II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on January 19, 2000.

                                                     dELiA*s Inc.

                                      By  /s/ STEPHEN I. KAHN
                                        ----------------------------------------
                                        Stephen I. Kahn, Chief Executive Officer

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stephen I. Kahn, Evan Guillemin, Christopher C.
Edgar and Timothy B. Schmidt, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place, and stead, in any and
all capacities, to sign a Registration Statement on Form S-3 of dELiA*s Inc.,
and any or all amendments (including post-effective amendments) thereto,
relating to the offering of shares of its Common Stock, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURES                            TITLE                                DATE
<S>                        <C>                                         <C>
/S/ STEPHEN I. KAHN
- -------------------
Stephen I. Kahn            Chairman of the Board and Chief             January 19, 2000
                           Executive Officer (principal executive
                           officer)

/S/ EVAN GUILLEMIN
- ------------------
    Evan Guillemin         President, Chief Financial Officer and      January 19, 2000
                           Treasurer (principal financial and
                           accounting officer)


/S/ CHRISTOPHER C. EDGAR
- ------------------------
Christopher C. Edgar       Vice Chairman and Chief Operating Officer   January 19, 2000

<PAGE>

/S/ CLARE R. COPELAND
- ---------------------
Clare R. Copeland          Director                                    January 19, 2000


/S/ S. ROGER HORCHOW
- ---------------------
S. Roger Horchow           Director                                    January 19, 2000


/S/ GERALDINE KARETSKY
- ----------------------
Geraldine Karetsky         Director                                    January 19, 2000


/S/ JOSEPH J. PINTO
- -------------------
Joseph J. Pinto            Director                                    January 19, 2000

</TABLE>


                                     II-4
<PAGE>


<TABLE>
<CAPTION>

EXHIBIT NO.                              EXHIBIT DESCRIPTION
<S>                                      <C>
5                                        Opinion of Timothy B. Schmidt, Esq., Senior Vice
                                         President and General Counsel of the Company
                                         regarding legality of securities

23.1                                     Consent of Deloitte & Touche LLP

23.2                                     Consent of BDO Seidman, LLP

23.3                                     Consent of Timothy B. Schmidt, Esq. (included in the
                                         opinion filed as Exhibit 5)

24                                       Powers of Attorney (included on page II-4)

</TABLE>




<PAGE>

                                                                       EXHIBIT 5

                                  dELiA*s Inc.
                                435 Hudson Street
                            New York, New York 10014

January 19, 2000

Dear Sirs:

         I am General Counsel of dELiA*s Inc., a Delaware corporation (the
"Company"), and I am rendering this opinion in connection with the Registration
Statement on Form S-3 with exhibits thereto (the "Registration Statement") filed
by the Company under the Securities Act of 1933 (the "Act"), relating to the
registration of 174,550 shares (the "Shares") of Common Stock, par value $.01
per share, of the Company. As such counsel, I have participated in the
preparation of the Registration Statement and have reviewed the corporate
proceedings in connection with the issuance of the Shares. I have also examined
and relied upon originals or copies, certified or otherwise authenticated to my
satisfaction, of all such corporate records, documents, agreements and
instruments relating to the Company, and certificates of public officials and of
representatives of the Company, and have made such investigations of law, and
have discussed with representatives of the Company and such other persons such
questions of fact, as I have deemed proper and necessary as a basis for
rendering this opinion.

         Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized, validly issued, fully paid, and non-assessable. I
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Act, or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                                     Very truly yours,

                                                     /s/ Timothy B. Schmidt




<PAGE>

                         CONSENTS OF EXPERTS AND COUNSEL


                                                                    EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
dELiA*s Inc. on Form S-3 of our report dated March 30, 1999 (April 14, 1999 as
to Notes 1 and 15) (which expresses an unqualified opinion and refers to the
report of other auditors), appearing in the Annual Report on Form 10-K of
dELiA*s Inc. for the year ended January 31, 1999 and to the reference to us
under the heading "Experts" in the Prospectus which is part of this Registration
Statement.


DELOITTE & TOUCHE LLP

New York, New York
January 17, 2000



<PAGE>

                         CONSENTS OF EXPERTS AND COUNSEL

                                                                    EXHIBIT 23.2


Consent of Independent Certified Public Accountants

TSI Soccer Corporation
Durham, North Carolina

We hereby consent to the incorporation by reference the Registration Statement
on Form S-3 of dELiA*s Inc. of our report dated March 18, 1998, relating to the
financial statements of TSI Soccer Corporation, included in the Annual Report on
Form 10-K of dELiA*s Inc. for the year ended January 31, 1999 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
this Registration Statement.

High Point, North Carolina
January 12, 2000                                           BDO Seidman, LLP





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