ITURF INC
424B1, 1999-04-09
CATALOG & MAIL-ORDER HOUSES
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                                                             ------------------
                                                             Filed Pursuant
                                                             to Rule 424B1
                                                             File No. 333-71123
                                                             ------------------

                                4,200,000 Shares


                                  [iTurf LOGO]


                              Class A Common Stock
                                --------------


This is the initial public offering of iTurf Inc., and we are offering
4,200,000 shares of our Class A common stock. 


Our Class A common stock has been approved for listing on the Nasdaq National
Market under the symbol "TURF."


Investing in the Class A common stock involves risks. See "Risk Factors"
beginning on page 7.

<TABLE>
<CAPTION>
                                                       Per Share        Total
                                                      -----------   ------------
<S>                                                   <C>           <C>
  Public offering price ...........................   $22.00         $92,400,000
  Underwriting discounts and commissions ..........   $ 1.54         $ 6,468,000
  Proceeds to iTurf Inc. ..........................   $20.46         $85,932,000
</TABLE>

Neither the Securities 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.


We have granted the underwriters the right to purchase up to 630,000 additional
shares of Class A common stock to cover any over-allotments.

                                        
                        BT Alex. Brown Hambrecht & Quist


                                --------------


                     J.P. Morgan & Co. CIBC Oppenheimer
                                                      Wit Capital Corporation
                                                         as e-Manager[TM]

                                        
                                  April 9, 1999
<PAGE>

The inside front cover pages contain the following:


* iTurf Logo with text. Text: 56 million Generation Y consumers with $275
  billion in disposable income. iTurf, a leader* in internet marketing to web
  users ages 10-24. Together, they just click. (Source: United States Census
  Bureau, 1997) (*Based on sales and numbers of visitors on our Web sites)


* iTurf Logo with text. Text: iTurf. It's where Generation Y lives online. 
  Girls and boys ages 10-24 to iTurf sites every day for everything: shopping,
  entertainment, communication and information. iTurf provides for, listens to
  and understands teens. Our sites' unique style, attitude and service make
  iTurf Generation Y turf.

* Pictures of iTurf online users, and personal quotes regarding our business.

The inside back cover page contains the following:

* iTurf Logo with text. Text: My time. My Terms. My World. iTurf.

* Pictures of dELiA*s.cOm home page, discountdomain.com home page, TSISoccer.com
  home page, droog.com home page, and gURL community web pages. Text: a
  representative sample of our Websites is pictured above.



 
<PAGE>

                              PROSPECTUS SUMMARY

     You should read the following summary together with the more detailed
information and financial statements and notes thereto appearing elsewhere in
this prospectus.

     As used in this prospectus, the term "parent" means dELiA*s Inc., a
reporting company under the Securities Exchange Act of 1934. Our parent owns
all of the shares of our Class B common stock as of the date hereof. The Class
B common stock entitles our parent to six votes per share, as compared to one
vote per share of the Class A common stock. Following this offering, our parent
will continue to beneficially own all of the outstanding shares of the Class B
common stock, and therefore, will hold approximately 95% of the voting power of
our outstanding capital stock.



Our Business

     iTurf is a leading provider of Internet community and commerce services
focused primarily on Generation Y, based on sales and number of visitors on our
Web sites. Generation Y is comprised of 56 million people between the ages of
10 and 24 and accounts for over $278 billion of disposable income. iTurf.com is
an online destination where Generation Y members can interact and shop in a
domain of their own, away from the pressures of parents and school. Our network
of Web sites includes Web sites that offer interactive magazines, or web/zines,
with proprietary content, chat rooms, posting boards, personal homepages,
e-mail, and online shopping. Our gURL community is a group of affiliated Web
sites that includes our gURL.com, gURLnet.com, gURLpages.com and gURLmail.com
Web sites. The gURL community sites provide interactive features and regularly
updated articles on topics of interest to Generation Y girls and young women.
Our sites that provide online commerce opportunities, or e-commerce, include
our dELiAs.cOm, TSISoccer.com, contentsonline.com, discountdomain.com,
droog.com and dotdotdash.com sites. These commerce sites offer a wide range of
apparel, accessories, footwear, athletic gear and home furnishings for
Generation Y.

     We are a subsidiary of dELiA*s Inc., the leading direct marketer to
Generation Y. Our relationship with our parent provides the following
advantages:

     o exclusive online use of leading brand names including dELiA*s and TSI
       Soccer;

     o a proprietary ten million-name database that includes six million
       individuals who have made catalog purchases;

     o advertising space in our parent's catalog publications that collectively
       have circulation in excess of 60 million;

     o substantial merchandising expertise and strong relationships with
       hundreds of vendors; and

     o sophisticated services from our parent's distribution center to fill our
       product orders.


     The number of visits to our Web sites and online sales have grown rapidly
over the last year. We estimate that the number of pages viewed by online users
per month on our Web sites has grown from approximately 800,000 in February
1998 to approximately 35 million in February 1999. Our revenues have increased
from $48,000 in the quarter ended January 31, 1998 to $2.1 million in the
quarter ended January 31, 1999. By selling a selection of branded and
proprietary products, we have been able to achieve higher gross profits per
order on merchandise sales than many other e-commerce companies. In the quarter
ended January 31, 1999, our gross margin on merchandise sales was approximately
50%.


     We currently generate a substantial majority of our revenue from
e-commerce sales, but expect to further develop our other revenue streams in
the future. Our four primary sources of revenue are:

     o e-commerce sales through our dELiAs.cOm, TSISoccer.com,
       contentsonline.com, discountdomain.com, droog.com and dotdotdash.com
       sites;


     o fees paid for advertising on our sites;


     o fees from licensing the gURL brand name and related online content; and


     o subscription fees paid by members of our discountdomain.com discount
       shopping service.

                                       3
<PAGE>

Our Market Opportunity

     Generation Y is an increasingly important demographic group on the
Internet. We believe that e-commerce sales to teens and college students will
increase from $600 million in 1998 to $3.8 billion in 2002, while spending on
advertising to this group will increase from $500 million in 1998 to $2.1
billion in 2002. However, Generation Y is difficult to reach for traditional
retailers, advertisers and e-commerce providers. Members of Generation Y desire
entertainment, communication, and advice focused on their particular needs.
They demand engaging content that does not speak down to them. Major Internet
sites generally do not exclusively address teen issues of peer, parental and
school-related pressures, friendship, sexuality and competition. Accordingly,
we believe there is a need for a Generation Y online destination consisting of
an integrated network of community and commerce in a trusted environment.

     We may not enjoy the same growth rates as the recent rates of growth of
e-commerce spending by or advertising targeting Generation Y.


Our Strategy

     Our goal is to build iTurf into the most heavily-trafficked Generation Y
destination online. The key elements of our strategy are to:

     o strengthen the recognition of the iTurf brand and each brand in our
       network of sites;

     o enhance our online offerings to drive traffic to our sites and increase
       revenue; and

     o expand the infrastructure of our Web sites to enhance functionality for
       users and to support growth of our business.

     Our e-commerce and community sites will be linked by the iTurf.com Web
site. We intend to develop iTurf.com as the online meeting place and community
for Generation Y. We will promote and drive users to this site through all of
the sites in our network. We believe that iTurf.com will be able to generate
advertising and sponsorship revenue from advertisers and retailers seeking
targeted access to Generation Y.
 

     Our principal offices are located at 435 Hudson Street, New York, New York
10014, and our telephone number is (212) 741-7785.

     Unless we otherwise state, the information in this prospectus does not
take into account any exercise of the underwriters' over-allotment option. Any
reference in this prospectus to a particular fiscal year is to the year ended
January 31 following the corresponding calendar year. For example, "fiscal
1998" means the period from February 1, 1998 to January 31, 1999.


                                       4
<PAGE>

                                 The Offering

Class A common stock offered by iTurf.....   4,200,000 shares


Common stock to be outstanding after the offering:
  Class A common stock....................   4,201,136 shares
                                             Excludes a total of 1,419,688
                                             shares of Class A common stock
                                             issuable upon exercise of options
                                             outstanding as of January 31,
                                             1999, with a weighted average
                                             exercise price of $9.36 per share,
                                             and 2,630,312 additional shares of
                                             Class A common stock reserved for
                                             issuance under our stock incentive
                                             plan. Includes 1,136 shares,
                                             valued at the initial public 
                                             offering price per share of $22.00,
                                             to be issued to another subsidiary
                                             of our parent concurrently with 
                                             this offering as consideration in 
                                             connection with the transfer to 
                                             iTurf of the TSISoccer.com domain 
                                             name.
  Class B common stock....................   12,500,000 shares


Use of proceeds...........................   Marketing activities, capital
                                             expenditures, repayment of
                                             indebtedness due to our parent,
                                             purchase of common stock of our
                                             parent and other general corporate
                                             purposes, including working
                                             capital. As our sole stockholder
                                             prior to this offering, our parent
                                             is causing us to purchase shares of
                                             its common stock as a means of
                                             financing expansion of our parent's
                                             business. See "Use of Proceeds."

Nasdaq National Market symbol.............   TURF

 

                                       5
<PAGE>

                            Summary Financial Data

     The following tables summarize our financial results and should be read in
conjunction with the "Selected Financial Data," the iTurf Financial Statements
and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this prospectus. The
historical financial statements include allocations for administrative,
distribution and other expenses incurred by our parent for services rendered to
iTurf. While we believe such allocations to be reasonable, they are not
necessarily indicative of, and it is not practical for us to estimate, the
levels of expenses that would have resulted had iTurf been operating as an
independent company.

     The accompanying financial data include the Internet operations of TSI
Soccer Corporation, that was acquired by our parent in a transaction accounted
for in a pooling of interests, from March 14, 1995, its date of inception. They
also include the operations of gURL, Interactive Inc. from December 17, 1997,
the date of its acquisition, and additional Internet operations developed since
December 17, 1997, including the dELiAs.cOm Web site, which was launched in May
1998.

     All share and income (loss) per share amounts are based on the number of
shares actually outstanding as of January 31, 1999 after giving effect to the
reclassification of 100 shares of common stock outstanding at January 31, 1999
into 12,500,000 shares of Class B common stock. See Notes to iTurf Financial
Statements for information concerning the computation of basic and diluted net
income (loss) per share.

     We have provided actual balance sheet data as well as balance sheet data
adjusted to reflect (A) the sale of 4,200,000 shares of Class A common stock in
this offering, after deducting underwriting discounts and commissions and
estimated offering expenses, and the application of the estimated proceeds
therefrom, including our purchase of shares of common stock of our parent and
the repayment of an amount due to our parent, and (B) the acquisition of the
TSISoccer.com domain name from TSI Soccer Corporation for $25,000 of Class A
common stock valued at the initial public offering price. See "Use of Proceeds"
and "Capitalization."


<TABLE>
<CAPTION>
                                                               Period from
                                                             March 14, 1995
                                                           (date of inception)
                                                                 through                  Year ended January 31
                                                               January 31        ----------------------------------------
                                                                  1996                1997          1998          1999
                                                          --------------------   -------------   ----------   -----------
                                                                       (in thousands, except per share data)
<S>                                                       <C>                    <C>             <C>          <C>
Statement of Operations Data:
Revenues ..............................................         $      6            $     13      $   134      $  4,014
Gross profit ..........................................                4                   7           65         2,327
Income (loss) from operations .........................               (2)                 (7)         (49)          821
Net income (loss) .....................................         $     (1)           $     (4)     $   (40)     $    425
                                                                ========            ========      =======      ========
Basic and diluted net income (loss) per share .........         $  (0.00)             $(0.00)     $ (0.00)     $   0.03
                                                                ========            ========      =======      ========
Shares used to compute basic net income (loss)
 per share ............................................           12,500              12,500       12,500        12,500
                                                                ========            ========      =======      ========
Shares used to compute diluted net income
 (loss) per share .....................................           12,500              12,500       12,500        12,518
                                                                ========            ========      =======      ========
</TABLE>

<TABLE>
<CAPTION>
                                            January 31, 1999
                                         -----------------------
                                          Actual     As Adjusted
                                         --------   ------------
                                             (in thousands)
<S>                                      <C>        <C>
Balance Sheet Data:
Cash and cash equivalents ............    $  375       $74,734
Working capital (deficiency) .........      (461)       74,471
Total assets .........................     1,216        75,600
Due to parent ........................       573            --
Total stockholder's equity ...........       380        75,337
</TABLE>

                                       6
<PAGE>
                                 RISK FACTORS

     You should consider carefully the following risks before you decide to buy
our Class A common stock. We have described these risks and uncertainties under
the following general categories: "Risks Related to Our Business," "Risks
Related to Our Relationship with Our Parent," "Risks Related to the Internet
Industry" and "Risks Related to this Offering." The risks and uncertainties
described below are not the only ones facing our company and our
securityholders. Additional risks and uncertainties may also adversely impair
our business operations. In such case, the trading price of our Class A common
stock could decline, and you may lose all or part of the money you paid to buy
our Class A common stock.


Risks Related to Our Business

     We have a limited operating history on which an investor can evaluate our
business
     We have a limited operating history on which an investor can evaluate our
business. Our TSISoccer.com operations began in 1995, and the gURL.com Web site
was launched in 1996. However, we did not begin selling merchandise from the
dELiA*s catalog on the Internet until May 1998. As a result, we have generated
substantially all of our revenues since May 1998. You must consider the risks
and difficulties we encounter as an early-stage company in the new and rapidly
evolving Internet, e-commerce and online advertising markets. These risks
include our ability to:


     o sustain historical revenue growth rates;


     o implement our business model;


     o manage our expanding operations;


     o attract, retain and motivate qualified personnel;


     o anticipate and adapt to rapid changes in our markets;


     o attract and retain a large number of advertisers;


     o maintain and enhance our systems to support growth of operations and
       increasing user traffic;


     o retain existing customers, attract new customers and maintain customer
       satisfaction;


     o introduce new and enhanced Web pages, services, products and alliances;


     o maintain our profit margins in the face of price competition or rising
       wholesale prices;


     o minimize technical difficulties, system downtime and the effect of
       Internet brown-outs;


     o manage the timing of iTurf promotions and sales programs; and


     o respond to changes in government regulation.


If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

     We have no history as an independent company
     Prior to the closing of this offering, we have operated as a wholly-owned
subsidiary of our parent. We do not have an operating history as an independent
company. Our business could be materially adversely affected if our parent
fails to adequately provide us services or if we fail to develop systems of our
own. We rely on our parent to provide merchandising, inventory management,
creative, technical, marketing, customer service, human resources, finance,
accounting, administrative, legal and other services and will continue to
receive such services pursuant to intercompany agreements between us and our
parent. We intend to develop the operational, administrative and other systems
and infrastructure necessary to support our current and future business on an
independent basis.

                                       7
<PAGE>

     The historical financial statements contained in this prospectus include
allocations for administrative, distribution and other expenses incurred by our
parent for services rendered to iTurf. While we believe such allocations to be
reasonable, they are not necessarily indicative of, and it is not practical for
us to estimate, the levels of expenses that would have resulted had iTurf been
operating as a separate, stand-alone company. We have also relied on our parent
to provide financing for our operations. Therefore, investors should not rely
on our cash flows to date as indicative of the cash flows that would have
resulted had iTurf been operating as an independent company during the periods
presented.

     We expect to incur substantial net losses for the foreseeable future
     We expect to record substantial net losses for the foreseeable future. We
believe that our continued growth will depend in large part on our ability to:

     o increase awareness of our brand names;

     o provide our customers with superior Internet community and e-commerce
       experiences; and

     o continue to enhance our systems and technology to support increased
       traffic to our Web sites.

Accordingly, we intend to dramatically increase our level of marketing and
promotional expenditures. We also expect to invest heavily to further develop
our Web sites, technology and operating systems. We will incur increased
expenses in connection with fees payable to our parent pursuant to intercompany
agreements with our parent. Slower revenue growth than we anticipate or
operating expenses that exceed our expectations 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.

     We derive the majority of our revenues from the online sale of apparel,
accessories and footwear, particularly those featured in the dELiA*s catalog.
Accordingly, our success depends, in part, on our ability and our parent's
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
parent's products or a failure by our parent to source these products
effectively would have a material adverse effect on iTurf.

 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 on the continued service of our key technical, sales
and senior management personnel. Loss of the services of Stephen I. Kahn, our
President, Chief Executive Officer and Chairman of our board of directors,
Dennis Goldstein, our Chief Financial Officer, Alex S. Navarro, our Chief
Operating Officer, Oliver Sharp, our Chief Technology Officer, or other key
employees would have a material adverse effect on our business. Furthermore,
several members of our senior management joined us in January 1999, including
our Chief Financial Officer and our Senior Vice President--Marketing. Our Chief
Technology Officer joined us in February 1999. As a result of these recent
additions, our senior managers may not perform effectively as individuals or
work together as a team.

     Our success also depends on our ability to continue to attract, retain and
motivate skilled employees. Competition for employees in our industry is
intense. We may be unable to retain our key employees or attract, assimilate or
retain other qualified employees in the future. We have in the past
experienced, and we expect to continue to experience, difficulty in hiring and
retaining skilled employees with appropriate qualifications. Our business will
be materially adversely affected if we fail to attract and retain key
employees.


                                       8
<PAGE>

 Our quarterly operating results are subject to significant fluctuations and
   seasonality
     Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors. Many of these factors are outside our
control and include:

     o seasonal fluctuations in consumer purchasing patterns and advertising
       spending;

     o timing of, response to and quantity of our parent's catalog mailings;

     o changes in the growth rate of Internet usage and online user traffic
       levels;

       o actions of our competitors;

     o the timing and amount of costs relating to the expansion of our
       operations and acquisitions of technology or businesses; and

       o general economic and market conditions.

     As a result, our future revenues are difficult to forecast. Any shortfall
in revenues may have a material adverse effect on our business and would likely
affect the market price of our Class A common stock in a manner unrelated to
our long-term operating performance.

     Our limited operating history and the new and rapidly evolving Internet
markets make it difficult to ascertain the effects of seasonality on our
business. If seasonal and cyclical patterns emerge in Internet consumer
purchasing or in Internet advertising spending, our results of operations from
quarter to quarter will be less comparable. Sales of apparel, accessories and
footwear are generally lower in the first half of each year. Similarly,
advertising sales in traditional media, such as television and radio, are
generally lower in the first calendar quarter of each year. We may experience
similar seasonality in our business.

     You should not rely on quarter-to-quarter comparisons of our results of
operations as indicative of our future performance. It is possible that in some
future periods our results of operations may be below the expectations of
public market analysts and investors. In this event, the price of our Class A
common stock may fall.

 We may be unable to timely and successfully expand our online capacity,
 computer systems and related features to support increased volume on our Web
 sites
     A key element of our strategy is to generate a high volume of traffic on
our Web sites. However, growth in the number of users accessing our sites may
strain or exceed the capacity of our computer systems and lead to declines in
performance or systems failure. We believe our present systems will not be
adequate to accommodate rapid growth in user demand. Our inability to add
additional hardware and software to upgrade our existing technology or network
infrastructure to accommodate increased traffic may cause decreased levels of
customer service and satisfaction. We believe that we will therefore need to
continually improve and enhance the functionality and performance of our
e-commerce, customer tracking and other technical systems. As a result, we
intend to upgrade our existing systems and implement new systems. Failure to
implement these systems effectively or within a reasonable period of time would
have a material adverse effect on our business, results of operations and
financial condition.

     We must also introduce additional or enhanced features and services to
retain current users and attract new users to our sites. If a new service is
not favorably received, our current users may visit our Web sites less
frequently. These new services or features may contain errors, and we may need
to significantly modify the design of these services to correct errors. If
users encounter difficulty with or do not accept our services or features, our
business would be materially adversely affected.

     Any growth of our business may strain our management systems and resources
and will require us to implement new operational and financial systems,
procedures and controls. We expect that we will need to continue to expand,
train and manage our workforce. Our inability to accomplish any of these goals
could adversely affect our business.

     Our computer systems and equipment may fail or experience delays
     Our operations depend on our ability to maintain our computer systems and
equipment in effective working order. Any sustained or repeated system failure
or interruption would reduce the attractiveness of our Web sites to customers
and advertisers. In addition, interruptions in our systems could result from


                                       9
<PAGE>

the failure of our telecommunications providers to provide the necessary data
communications capacity in the timeframe we require. Unanticipated problems
affecting our systems have caused from time to time in the past, and in the
future could cause, interruptions in our services. Any damage or failure that
interrupts or delays our operations could have a material adverse effect on our
business.

     We must also protect our computer systems against damage from fire, power
loss, water damage, telecommunications failures, vandalism and other malicious
acts, and similar unexpected adverse events. Most of our Web sites reside on a
computer system located at our New York City office. This system's continuing
and uninterrupted performance is critical to our success.

     We will increasingly rely upon online and traditional advertising to
generate sales
     We expect to increasingly rely on online and traditional advertising and
strategic alliances to attract users to our Web sites. Our inability to develop
and maintain effective advertising campaigns may have a material adverse effect
on our business. We intend to commit substantial resources to promoting our Web
sites and our brand name through online advertising and advertising in our
parent's catalogs. Pursuant to the intercompany services agreement, we will
commit to purchase substantial amounts of advertising in our parent's print
catalogs. These amounts of advertising are materially greater than we have used
in the past. We cannot assure you that this advertising will effectively
attract users to our Web sites or lead to a substantial amount of sales.

     To date, we have not done a substantial amount of advertising other than
in our parent's catalogs. We intend to use a substantial portion of the
proceeds of this offering for online and traditional advertising. Our online
advertising may include strategic alliances that require large, long-term
commitments. We cannot assure you that we will be able to identify and secure
sufficient online and offline advertising opportunities or that such spending
will effectively attract users to our Web sites or lead to a substantial amount
of sales.

     We currently lack advertising sales personnel
     We intend to develop a sales team for advertising on our Internet
community sites, which advertising has not generated substantial revenues to
date. Establishing our sales team involves a number of risks, including:

     o we have not previously employed dedicated advertising sales personnel;

     o we may be unable to hire, retain, integrate and motivate sales and sales
       support personnel; and

     o new sales personnel may require a substantial period of time to become
       productive.


Failure to develop and maintain an effective sales force would have a material
adverse effect on our business.

     We depend on third party shippers, communications providers and vendors to
     operate our business
     
     iTurf depends upon a number of third parties to deliver goods and services
to it and its customers. For example, iTurf relies on third-party shippers
including the United States Postal Service, United Parcel Service and Federal
Express to ship merchandise to its customers. Strikes or other service
interruptions affecting our shippers would have a material adverse effect on
our ability to deliver merchandise on a timely basis. Our Web sites could
experience disruptions or interruptions in service due to failures by these
providers. We also depend on communications providers including Cable &
Wireless plc and AT&T to provide our Internet users with access to our Web
sites. In addition, our users depend on Internet service providers and Web site
operators for access to our Web sites. Each of these groups has experienced
significant outages in the past and could experience outages, delays and other
difficulties due to system failures unrelated to our systems. These types of
occurrences could cause users to perceive our Web sites as not functioning
properly and therefore cause them to stop using our services.

     A third party hosts and manages two of our community Web sites,
gURLpages.com and gURLmAIL.com, and also sells advertisements on such sites.
System failures by this third party have in the past and could in the future
lead to disruption in service on these sites. Such system disruptions or the
failure by this third party to successfully sell advertisements on these Web
sites could have a material adverse effect on our business.


                                       10
<PAGE>

     Our business depends on the ability of third-party vendors to provide us
and our parent with current-season brand-name apparel and merchandise at
competitive prices in sufficient quantities and of acceptable quality. No
vendor accounted for more than 9% of sales generated by the dELiA*s catalog in
fiscal 1997. However, two vendors accounted for approximately 56% of retail and
catalog sales of TSI Soccer Corporation in fiscal 1997. One of those vendors,
adidas, accounted for approximately 13% of our parent's sales in fiscal 1997.
Our parent does not have long-term contracts with adidas or any other supplier.
In addition, many of the smaller vendors used by our parent have limited
resources, production capacities and operating histories. If any of the
following events occurred, our business could be materially adversely affected:
 


     o if our key vendors failed to expand with us and our parent;


     o if we lost one or more key vendors, including adidas;


     o if our parent's current vendor terms were changed; or


     o if our parent's ability to procure products were limited.

     We may be unable to identify or successfully integrate potential
     acquisitions and investments  

     We may acquire or make investments in complementary businesses, products,
services or technologies. However, we have no present understanding or agreement
relating to any such acquisition or investment. We cannot assure you that we
will be able to identify suitable acquisition or investment candidates. Even if
we do identify suitable candidates, we cannot assure you that we will be able to
make such acquisitions or investments on commercially acceptable terms. If we
buy a business, we could have difficulty in assimilating that company's
personnel, operations, products, services or technologies into our operations.
These difficulties could disrupt our ongoing business, distract our management
and employees, increase our expenses and adversely affect our results of
operations. Furthermore, we may incur debt or issue equity securities to pay for
any future acquisitions. The issuance of equity securities could be dilutive to
our existing stockholders.

     We have limited protection of our intellectual property, and others could
     infringe on or misappropriate our proprietary rights

     We regard our service marks, trademarks, trade secrets and similar
intellectual property as critical to our success. The steps taken by us to
protect our intellectual property may not be adequate, and third parties may
infringe or misappropriate our copyrights, trademarks and similar proprietary
rights. We rely on trademark and copyright law, trade secret protection and
confidentiality, license and other agreements with employees, customers,
strategic partners and others to protect our proprietary rights. We have
pursued and applied for the registration of our trademarks and service marks in
the United States. Effective trademark, service mark, copyright and trade
secret protection may not be available in every country in which our products
and services are made available online. We also use our parent's trademarks in
connection with the sale of many of our goods and services and rely on our
parent's ability to adequately protect its trademarks and proprietary rights.


     We have licensed in the past, and expect that we may license in the
future, certain of our proprietary rights, such as trademarks or copyrighted
material, to third parties. We attempt to ensure that the quality of our brands
is maintained by such licensees. Such licensees may take or omit to take
actions that would materially adversely affect the value of our proprietary
rights or reputation, which actions would have a material adverse effect on our
business, financial condition and results of operations.


                                       11
<PAGE>
     Intense competition from Internet- and retail-based businesses may
     decrease our market share and gross margins

     Many Web sites compete for consumers' and advertisers' attention and
spending. We expect such competition to continue to increase because of the
relative ease with which new Web sites can be developed. Increased competition
could reduce our gross margins and cause us to lose market share. We cannot
assure you that we will be able to compete successfully or that competitive
pressures will not materially and adversely affect our business. We believe
that our ability to compete depends upon many factors, including the following:

     o the market acceptance of our Web sites and online services;


     o the success of our brand building and sales and marketing efforts;


     o the performance, price and reliability of services developed by us or our
       competitors; and


     o the effectiveness of our customer service and support efforts.

Many of our competitors are larger than and have substantially greater
financial, distribution and marketing resources than us. Our competitors may
develop products or services that are equal or superior to our solutions or
achieve greater market acceptance than ours. In addition, our competitors may
have cooperative relationships among themselves or with third parties that
increase the ability of their products or services to address the needs of our
prospective advertisers. In addition, our competitors could enter into
exclusive distribution arrangements with our vendors and deny us access to the
vendors' products. We may experience pricing pressures, increased marketing
expenditures and loss of market share due to increased competition. These
factors may materially adversely affect our business.

     Our online advertising business competes with television, radio, cable and
print for a share of advertisers' total advertising budgets. Advertisers may be
reluctant to devote a significant portion of their advertising budgets to
Internet advertising if they perceive the Internet to be a limited or
ineffective advertising medium. Moreover, advertisers may, over time, determine
that advertisements placed on our Web sites have not been effective.
Consequently our advertising revenues may decline.

     We may expand our business internationally and become subject to
     currency, political, tax and other uncertainties

     Our international business is subject to a number of risks of doing
business abroad, including:


     o fluctuations in currency exchange rates, the impact of recessions in
       economies outside the United States and 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 opening and managing distribution centers abroad;


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

     o developing customer lists and marketing channels.

Although less than one percent of our sales is to customers who live outside
the United States, we intend to market our sites globally. In addition, certain
of our parent's vendors procure products from outside the United States.
Approximately 48% of our parent's sales in fiscal 1997 were of products we
believe were manufactured outside the United States. We purchase from our
parent merchandise manufactured outside the United States. 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.

                                       12
<PAGE>

     Failure of our computer systems to properly recognize the year 2000 could
     disrupt the operation of our business and technical systems
     We depend upon complex computer software and systems for all phases of our
operations, including our parent's computer systems. The failure of any of our
software or systems to be Year 2000 compliant could prevent us from being able
to process or fulfill orders from our customers or could disrupt our financial
and management controls and reporting systems. Any such failure, if not quickly
remedied, would have a material adverse effect on our business, results of
operations and financial condition.

     We have not yet begun performing tests on all of our material operating
software and systems to assess and ensure Year 2000 compliance. We cannot
assure you that all of iTurf's material operating software and systems will be
Year 2000 compliant. Many existing computer programs and systems use only two
digits to identify a year in the date field. These programs and systems were
designed and developed without considering the impact of the upcoming turn of
the century. If not corrected, such computer applications could fail or create
erroneous results by or at the Year 2000.

     In addition to the systems and software that we use directly, our
operations also depend on the performance of software and systems of our third
party service providers. These include providers of financial,
telecommunications and parcel delivery services. We also cannot assure you that
our service providers have, or will have, operating software and systems that
are Year 2000 compliant.

     In addition, a significant portion of purchases of merchandise from iTurf
are made with credit cards. Our business, results of operations and financial
condition may be materially adversely affected to the extent our customers are
unable to use their credit cards due to Year 2000 issues.


Risks Related to Our Relationship with Our Parent


     Our parent and its principal stockholder may exert control over our
     business
     After the closing of this offering, our parent will own all of our Class B
shares of common stock, which will represent approximately 95% of the voting
power of our common stock. As a result of its share ownership and the other
rights described in this prospectus, our parent will be able to elect a
majority of the members of our board of directors. This concentration of
ownership and other rights could also delay or prevent a change of control.
Also, Stephen I. Kahn, Chief Executive Officer and Chairman of the board of
directors of our parent and iTurf, was, as of January 31, 1999, the beneficial
owner of approximately 45% of the outstanding common stock of our parent and,
accordingly, may be deemed to be the beneficial owner of all of the iTurf
common stock owned by our parent. As a result, Mr. Kahn will be able to control
iTurf in the same manner that our parent is able to control iTurf.

     Our parent could elect to sell all or a substantial portion of its equity
interest in iTurf to a third party. In the event of a sale of our parent's
interest to a third party, that third party may be able to control iTurf in the
same manner that our parent is able to control iTurf. Such a sale may adversely
affect the market price of the Class A common stock and may adversely affect
iTurf's business, financial condition and results of operations.

     Under our parent's credit agreement, all of our common stock owned by our
parent has been pledged as security for our parent's obligations. If our parent
were to default under this credit agreement, its lender could take ownership of
all the common stock of iTurf now owned by our parent. In that case, the lender
would be able to control iTurf in the same manner as our parent.

     Overlapping management and boards of directors could cause conflicts of
     interest between us and our parent
     Several of iTurf's officers and directors serve as officers and directors
of our parent. Service as both a director or officer of iTurf and a director or
officer of our parent could create or appear to create potential conflicts of
interest when those directors and officers are faced with decisions that could
have different implications for iTurf and our parent. Such decisions may relate
to potential acquisitions of businesses, the intercompany agreements,
competition, the issuance or disposition of securities, the election of new or
additional directors, the payment of dividends by iTurf and other matters.


                                       13
<PAGE>

     Stephen I. Kahn, who is the President, Chief Executive Officer and
Chairman of the board of directors of iTurf, is the Chief Executive Officer and
Chairman of the board of directors of our parent. Alex S. Navarro is the Chief
Operating Officer and Secretary of iTurf and also the Secretary and Chief Legal
Officer of our parent. Christopher C. Edgar is a Vice President of iTurf and a
member of iTurf's board of directors and is the Chief Operating Officer and
Vice Chairman of the board of directors of our parent. Evan Guillemin is a Vice
President of iTurf and a member of iTurf's board of directors and is the
President and Chief Financial Officer of our parent.

     Messrs. Kahn, Edgar, Guillemin and Navarro will be employed by both our
parent and iTurf and will spend a substantial part of their professional time
and effort on behalf of our parent. In many instances, such efforts for our
parent will involve activities that are unrelated, and in some circumstances
may be adverse, to the interests of iTurf. iTurf has not established any
minimum time that Messrs. Kahn, Edgar, Guillemin and Navarro will be required
to spend on iTurf matters.

     Messrs. Kahn, Edgar, Guillemin and Navarro will continue to hold shares of
and/or options to purchase shares of common stock of our parent acquired or
granted prior to such employee's transfer to iTurf. Such employees may not yet
have received comparable interests under our stock incentive plan. In addition,
following the closing of this offering, employees of iTurf may be eligible to
participate in other benefit plans of our parent that provide opportunities to
receive additional shares of common stock of our parent. These substantial
equity interests in our parent may present these officers and employees with
incentives potentially adverse to iTurf's stockholders.

     We depend on our parent's brands, goods and services
     Prior to the closing of this offering, we will enter into a series of
intercompany agreements with our parent. Under these agreements, we will depend
on our parent to provide us with trademark rights, goods and services that are
key to the success of our business. The termination of the intercompany
agreements on the failure of our parent to satisfactorily perform its
obligations under these agreements would have a material adverse effect on our
business. In addition, we anticipate making material payments to our parent
each year for the foreseeable future under the intercompany agreements. See
"Transactions with Our Parent--Intercompany Agreements."

     We depend on our parent as a trademark licensor. Pursuant to the trademark
license and customer list agreement, we license the dELiA*s logo and name,
other valuable trademarks, and online content from our parent and its other
subsidiaries on an exclusive basis for Internet use. If our trademark license
and customer list agreement with our parent were terminated, we would need to
change the domain names of most of our Web sites and devote substantial
resources towards building new brand names. Our parent may terminate the
trademark license and customer list agreement if any person other than our
parent, its affiliates or strategic partners acquire 20% or more of the voting
power of iTurf and under other circumstances.

     In addition, the trademark license and customer list agreement contains
       restrictions that may prevent us from marketing our products and services
       in the same way we would if we owned these trademarks ourself. Our parent
       can:

     o demand that we remove from our Web sites any online content that bears
       one of our parent's trademarks that our parent determines conflicts with,
       interferes with or is detrimental to its reputation or business or for
       certain other reasons;

     o require us to conform to our parent's guidelines for the use of its
       trademarks;

     o approve all materials, such as marketing materials, that include any of
       our parent's trademarks; and

     o control the visual and editorial presentation of content on our Web sites
       that use our parent's trademarks.

     We depend on our parent for advertising.  Pursuant to the intercompany
services agreement, our parent has agreed to provide us with advertising and
promotional space in its catalogs and retail stores. In addition, we are
required to purchase from our parent minimum amounts of advertising space in at

                                       14
<PAGE>

least 50% of all of our parent's catalogs distributed each year. However, our
parent controls the timing and placement of these advertisements and
promotions. Our parent could discontinue promoting iTurf in its current manner.
Our parent also makes no guarantee to us as to the demographic composition of
the target audience. This advertising and promotion is an important element of
our strategy to increase awareness of our brands and increase sales. If we were
not able to advertise in our parent's catalog and retail stores, we would make
substantially fewer sales on our Web sites. The advertising obligations can be
terminated by our parent under the same circumstances as the trademark license
and customer list agreement.


     We depend on our parent for services. Pursuant to the intercompany
services agreement, our parent will provide us with services, such as
merchandising, inventory management, creative, marketing, technical, human
resources, finance, accounting, administrative, legal and other services. If
our parent fails to provide these services satisfactorily, we would be required
to perform these services or obtain these services from another provider. In
such case, we may incur additional costs in order to obtain these services and
we may be unable to obtain these services on commercially reasonable terms. If
we choose to perform these services ourself, we may not be able to perform them
adequately, and, as a result, we could lose a substantial number of customers.
The service obligations can be terminated by our parent under the same
circumstances as the trademark license and customer list agreement.


     Substantially all of our sales orders are currently processed and
fulfilled through our parent's systems. Our parent is generally obligated to
provide fulfillment services to us at a level at least equal to the quality of
services being provided by our parent prior to the date of this prospectus. As
a result, our future revenue depends on our parent's ability to fulfill our
e-commerce sales in an accurate and timely manner.


     We depend on our parent as a supplier. Pursuant to the intercompany
services agreement, we may purchase products from our parent for resale on the
Internet. We anticipate that, for the foreseeable future, a majority of our
revenue will be derived from the online sale of merchandise under our parent's
trademarks. Accordingly, iTurf's future revenues and business success depend on
our parent's ability to maintain and renew relationships with its existing
vendors and to establish relationships with additional vendors. We do not have
direct contractual relationships with our parent's suppliers relating to our
parent's merchandise sold on our Web sites. As such, we cannot obtain the same
merchandise directly and are restricted pursuant to the trademark license and
customer list agreement from having such relationships without our parent's
consent. Furthermore, our parent does not have long-term contracts with any of
its suppliers. In addition, many of the smaller vendors used by our parent have
limited resources, production capacities and operating histories. The supply
obligations can be terminated by our parent under the same circumstances as the
trademark license and customer list agreement.

     We may be contingently liable for our parent's tax and pension obligations
 
     For so long as our parent continues to own 80% of the vote and value of
our capital stock, we will be included in our parent's consolidated group for
federal income tax purposes. If our parent or other members of its consolidated
group fail to make any federal income tax payments required by law, we would be
liable for the shortfall. Similar principles apply for state income tax
purposes in many states.


     Under the tax allocation agreement, for so long as iTurf is included in
our parent's consolidated group, we will pay our parent our proportionate share
of our parent's income tax liability computed as if we were a separate
taxpayer. By virtue of its controlling ownership and the tax allocation
agreement, our parent will effectively control all of our tax decisions. Under
the tax allocation agreement, for so long as iTurf is included in our parent's
consolidated group, our parent will have sole authority to respond to and
conduct all tax proceedings, including tax audits, relating to us, to file all
income tax returns on our behalf and to determine the amount of our liability
to, or entitlement to payment from, our parent under the tax allocation
agreement. Notwithstanding the tax allocation agreement, federal law provides
that each member of a consolidated group is liable for the group's entire tax
obligation.


     For so long as our parent continues to own at least 80% of the voting and
economic power or value of iTurf's capital stock, we will also be jointly and
severally liable, together with all other members of our parent's "control
group", for pension funding, termination and excise taxes and for other
pension-related matters in the event our parent fails to fully satisfy its
legally required pension obligations.

                                       15
<PAGE>

Because the Class B common stock held by our parent is entitled to six votes
per share, we expect that our parent will retain its 80% voting interest for
the foreseeable future. We believe there were no such liabilities outstanding
as of January 31, 1999.

     The intercompany indemnification agreement provides that our parent will
indemnify iTurf for certain tax and pension liabilities resulting from our
relationship with our parent, including the costs of defending against any
assertion of claims against iTurf. We cannot assure you that our parent will be
able to fulfill its obligations under such agreement. Therefore, we may be
liable for payments in such instance.

     We face potential competition from our parent
     Any of the following events could have a material adverse effect on our
     business or our stockholders:

     o any competition from our parent that results in a loss of a corporate
       opportunity by iTurf to our parent;

     o any engagement by our parent in any activity that is similar to the
       businesses of iTurf; or

     o the early termination of the trademark license and customer list
       agreement.

However, our parent has agreed in the trademark license and customer list
agreement to refrain from competing with us in the Generation Y Internet
business. Our parent is under no other obligation to refrain from competing
with us or to share with us any future business opportunities available to it.
iTurf's Restated Certificate of Incorporation will include provisions that may
permit our parent to compete with us in areas unrelated to the Generation Y
Internet business.

 A decline in the price of our parent's common stock would reduce the value of
 our investment in our parent's common stock, which could reduce the price of
 our Class A common stock
     We intend to use a portion of the proceeds of this offering to purchase
shares of our parent's common stock from our parent. These securities will
constitute a substantial portion of our assets. A decline in the price of our
parent's common stock would reduce the value of our investment in its
securities which could cause a decline in the price of our Class A common
stock.

     A decline in the price of our common stock could reduce the value of our
investment in our parent's common stock and could adversely affect the price of
our Class A common stock and our business. If the price of our Class A common
stock declines, the price of our parent's common stock could decline, which
could cause the price of our Class A common stock to decline further. We
believe it is likely that we will have to sell shares of our parent's common
stock within 12 months of the closing of this offering. The price of our
parent's common stock may be lower than we paid. We, therefore, may not fully
realize our investment in such stock. See "Use of Proceeds."

     In addition, there are limits on our ability to sell shares of our
parent's common stock. As a result, our parent's common stock price could
decline for a considerable period after we have decided to sell such
securities. The shares of our parent's common stock are "restricted securities"
under Rule 144 under the Securities Act. These shares may be sold in the public
market only if registered or qualified for an exemption from registration.
Although we have registration rights on the shares of our parent's common
stock, we may not be able to demand registration of such shares for 180 days
following this offering. In addition, our parent's ability to block
registration may impede our ability to sell these shares in a timely manner. In
addition, through its control of our board of directors, our parent may be able
to control our ability to sell such securities.


Risks Related to the Internet Industry

     We depend on continued growth in use of the Web
     Our industry is new and rapidly evolving. A decrease in the growth of Web
usage would adversely affect our business. The following factors may inhibit
growth in Web usage:

     o inadequate Internet infrastructure;

     o security and privacy concerns;

                                       16
<PAGE>

     o inconsistent quality of service; and

     o unavailability of cost-effective, high-speed service.

     Our success depends upon the ability of the Internet infrastructure to
support increased use. The performance and reliability of the Web may decline
as the number of users increases or the bandwidth requirements of users
increase. The Web has experienced a variety of outages due to damage to
portions of its infrastructure. If outages or delays frequently occur in the
future, Web usage, including usage of our Web sites, could grow slowly or
decline. Even if the necessary infrastructure or technologies are developed, we
may have to spend considerable amounts to adapt our solutions accordingly.

     We depend on continued growth of online commerce
     Our future revenue and profits depend upon the widespread acceptance and
use of the Web as an effective medium of commerce. Failure of the Web and
online services to become a viable commercial marketplace would materially
adversely affect our business.

     Rapid growth in the use of the Web and commercial online services is a
recent phenomenon. We cannot assure you that a large base of consumers will
adopt and continue to use the Web as a medium of commerce. Demand for recently
introduced services and products over the Web and online services is subject to
a high level of uncertainty. The successful development of the Web and online
services is subject to a number of factors, including:

     o continued growth in the number of users of such services;

     o concerns about transaction security;

     o continued development of the necessary technological infrastructure; and
 

     o the development of complementary services and products.

     We depend on an unproven Internet community business model
     The Internet community business model is an unproven business model. Our
ability to generate significant revenues from advertisers and sponsors will
depend, in part, on our ability to generate sufficient user traffic with
demographic characteristics attractive to our advertisers. Failure of the
market for online advertising to develop or slower development than expected
would materially adversely affect our business.

     The intense competition among Web sites that sell online advertising has
led to the creation of a number of pricing alternatives for online advertising.
It is difficult for us to project future levels of advertising revenue and
applicable gross margin that can be sustained by us or the online advertising
industry in general. Although we do not currently derive a substantial portion
of our revenue from advertising, our business model depends in part on
increasing the amount of such revenue.

     We depend on the storage of personal information about our users
     Web sites typically place identifying data, or cookies, on a user's hard
drive without the user's knowledge or consent. iTurf and other Web sites use
cookies for a variety of reasons, including the collection of data derived from
the user's Internet activity. Any reduction or limitation in the use of cookies
could limit the effectiveness of our sales and marketing efforts. Most
currently available Web browsers allow users to remove cookies at any time or
to prevent cookies from being stored on their hard drive. In addition, some
commentators, privacy advocates and governmental bodies have suggested limiting
or eliminating the use of cookies. Furthermore, the European Union recently
adopted a directive addressing data privacy that may limit the collection and
use of information regarding Internet users. This directive may limit our
ability to target advertising or collect and use information in European
countries.

     We may be sued regarding privacy concerns
     Despite the display of our privacy policy on our Web sites, any
penetration of our network security or misappropriation of our users' personal
or credit card information could subject us to liability. We may be liable for
claims based on unauthorized purchases with credit card information,
impersonation or other similar fraud claims. Claims could also be based on
other misuses of personal information, such


                                       17
<PAGE>

as for unauthorized marketing purposes. These claims could result in
litigation. In addition, the Federal Trade Commission and several states have
investigated the use by Internet companies of personal information. In 1998,
the U.S. Congress enacted the Children's Online Privacy Protection Act of 1998.
The Federal Trade Commission has not yet promulgated regulations interpreting
this act. We depend upon collecting personal information from our customers and
we believe that the promulgation of regulations under this act will make it
more difficult for us to collect personal information from some of our
customers. We could incur expenses if new regulations regarding the use of
personal information are introduced or if our privacy practices were
investigated. See "Business--Legal."

 Government regulation and legal uncertainties could add additional burdens to
 doing business on the Internet
     Laws and regulations applicable to Internet communications, commerce and
advertising are becoming more prevalent. The adoption or modification of laws
or regulations applicable to the Internet could adversely affect our business.
The most recent session of the U.S. Congress passed laws regarding online
children's privacy, copyrights and taxation. The law governing the Internet,
however, remains largely unsettled. New laws may impose burdens on companies
conducting business over the Internet.


     Although our online transmissions generally originate in New York, the
governments of other states or foreign countries might attempt to regulate our
transmissions or levy sales or other taxes relating to our activities. It may
take years to determine whether and how existing laws governing intellectual
property, privacy, libel and taxation apply to the Internet and online
advertising. In addition, the growth and development of online commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad. We also may be subject to regulation not specifically
related to the Internet, including laws affecting direct marketers and
advertisers.

     Web security concerns could hinder online commerce and advertising
     The need to securely transmit confidential information such as credit card
and other personal information over the Internet has been a significant barrier
to online commerce and communications. Any publicized compromise of security
could deter people from accessing the Web or from using it to transmit
confidential information. Furthermore, decreased online traffic and sales as a
result of general security concerns could cause advertisers to reduce their
amount of online spending. Such security concerns could reduce our market for
online commerce and indirectly influence our ability to sell online
advertising. We may also incur significant costs to protect iTurf against the
threat of problems caused by such security breaches.

     We may be liable for information displayed on and communication through
our Web sites
     We may be subjected to claims for defamation, negligence, copyright or
trademark infringement or other theories relating to the information we publish
on our Web sites. These claims have been brought against Internet companies as
well as print publications in the past. Based on links we provide to other Web
sites, we could also be subjected to claims based upon the online content we do
not control that is accessible from our Web sites. Claims may also be based on
statements made and actions taken as a result of participation in our chat
rooms.

     Changes in registration of domain names may result in the loss of or change
     in our domain names and a reduction in brand awareness among our customers
     The regulation of domain names in the United States and in foreign
countries is expected to change in the near future. As a result, we cannot
assure you that we will be able to acquire or maintain relevant domain names in
all countries in which iTurf conducts business. iTurf holds various Web domain
names relating to its brands, including the iTurf.com, dELiAs.cOm and gURL.com
domain names. The acquisition and maintenance of domain names generally is
regulated by governmental agencies and their designees. In the United States,
the National Science Foundation has appointed Network Solutions, Inc. as the
current exclusive registrar for the ".com," ".net" and ".org" generic top-level
domains. We expect future changes in the United States to include a transition
from the current system to a system controlled by a non-profit corporation and
the creation of additional top-level domains. Requirements for holding domain
names also are expected to be affected. Furthermore, the relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights is unclear. Therefore, we may be unable to prevent


                                       18
<PAGE>

third parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of its trademarks and other proprietary rights.
Any such inability could have a material adverse effect on our business,
results of operations and financial condition.

     We may be unable to respond to rapid technological change in our industry
     The Internet, e-commerce and online advertising markets are characterized
by rapidly changing technologies, evolving industry standards, frequent new
product and service introductions, and changing customer preferences. Our
success will depend on our ability to adapt to rapidly changing technologies
and address our customers' changing preferences. We may experience difficulties
that delay or prevent our being able to do so. Material delays in introducing
new technologies and enhancements to our services may cause customers and
advertisers to make purchases from or visit the Web sites of our competitors.


Risks Related to this Offering

     Sales of our Class A common stock after this offering may adversely affect
     our stock price
     Any sale by our parent of our common stock could cause our stock price to
fall because it will increase the number of shares traded in the market. After
the closing of this offering, our parent will own all of the outstanding shares
of Class B common stock. Our parent will not have any restrictions on selling
any of our securities held by it in the public market, other than as provided
in an agreement with BT Alex. Brown Incorporated and Hambrecht & Quist LLC and
under applicable securities laws. The shares held by our parent will be
"restricted securities" under Rule 144 under the Securities Act and will become
eligible for sale subject to the limitations of Rule 144. In addition, our
parent can require us to register the shares of Class B common stock it owns
for public sale pursuant to the dELiA*s common stock registration rights
agreement.


     After the closing of this offering, there will be 4,201,136 shares of
Class A common stock outstanding. Of the outstanding shares, the 4,200,000
shares sold in this offering will be freely tradeable, except for any shares
purchased by our "affiliates" as defined in Rule 144. Several of our officers
intend to purchase up to an aggregate 130,000 shares of our Class A common
stock from the underwriters in this offering. These shares will be restricted
securities under Rule 144 under the Securities Act and will become eligible for
sale subject to the limitations of Rule 144. Additionally, 1,136 shares of
Class A common stock, valued at the initial offering price per share of $22.00,
will be issued to TSI Soccer Corporation as consideration in connection with
the transfer to iTurf of the TSISoccer.com domain name. Sales of a large number
of shares held by affiliates could have an adverse effect on the market price
for our Class A common stock.


     As of January 1, 1999, 4,050,000 shares of Class A common stock were
reserved for issuance under our stock incentive plan, of which options to
purchase 1,419,688 shares were then outstanding and of which no options were
then exercisable. iTurf intends to file, within 180 days after the date of this
prospectus, a Form S-8 registration statement under the Securities Act to
register shares issued and reserved for issuance under the stock incentive
plan. Beginning 180 days after the date of this prospectus, approximately
186,775 shares of Class A common stock issuable upon the exercise of vested
options will become eligible for sale. Shares of Class A common stock issued
under our stock incentive plan or upon exercise of options after the effective
date of the Form S-8 will be available for sale in the public market, subject
to Rule 144 volume limitations and certain restrictive agreements with the
representatives of the underwriters. The possible sale of a significant number
of these shares may cause the price of our Class A common stock to fall.

     Our Class A common stock price could be extremely volatile, as is typical 
     of Internet-related companies
     We cannot assure you that a trading market in our Class A common stock
will develop or how liquid that market might become. The initial public
offering price for our shares to be sold in this offering will be determined
solely by negotiations between iTurf and the representatives of the
underwriters and may not be indicative of prices in the trading market. The
stock market has experienced significant price and volume fluctuations, and the
market prices of securities of technology companies, particularly
Internet-related companies, have been highly volatile. Investors in our stock
may not be able to resell their shares of Class A common stock at or above the
initial public offering price due to the possible volatility of our Class A
common stock after this offering.


                                       19
<PAGE>

     In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation against
us could result in substantial costs to us and a diversion of our management's
attention and resources.

     Our management has broad discretion in use of proceeds of this offering
     Our management can spend most of the proceeds from this offering in ways
with which our stockholders may not agree. iTurf intends to use a portion of
the net proceeds from the offering for marketing, capital expenditures and to
purchase shares of our parent's common stock. The remaining net proceeds will
be available for general corporate purposes, including working capital. See
"Use of Proceeds."

     Our charter documents and Delaware law may inhibit a takeover
     Provisions of Delaware law, our Restated Certificate of Incorporation, or
our bylaws could make it more difficult for a third party to acquire us, even
if doing so would be beneficial to our stockholders. See "Description of
Capital Stock--Anti-Takeover Effects of Provisions of Delaware Law and Our
Restated Certificate of Incorporation and Bylaws."


                           FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about iTurf and our
industry. These forward-looking statements involve risks and uncertainties.
iTurf's actual results could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, as more fully
described in "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" and elsewhere in this
prospectus. iTurf undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.


                               ----------------



     The information on our Web sites is not a part of this prospectus. iTurf,
the iTurf logo and gURL are some of our service marks. dELiA*s, Contents and
Discount Domain are registered trademarks of dELiA*s Inc., and Droog and dot
dot dash are trademarks of dELiA*s Properties Inc. This prospectus also
includes trademarks and trade names of other companies. Each trade name,
trademark or service mark of any other company appearing in this prospectus is
the property of its owner.

     This prospectus includes statistical data regarding the Internet industry
and the Generation Y market. This data was obtained from industry publications
and reports, which we believe to be reliable sources. However, the accuracy and
completeness of this data are not guaranteed. We have not independently
verified this data nor sought the consent of every organization to refer to
their reports in this prospectus.


                                       20
<PAGE>

                                USE OF PROCEEDS

     We estimate that the net proceeds from the sale of the 4,200,000 shares of
Class A common stock will be approximately $84.9 million, after deducting the
underwriting discounts and estimated offering expenses. If the underwriters
exercise their option in full to purchase an additional 630,000 shares of Class
A common stock, we estimate that such net proceeds will be approximately $97.8
million.

     We intend to use the net proceeds of this offering as follows:

     o at least $6.0 million for marketing activities during fiscal 1999;

     o approximately $4.0 million for capital expenditures, including
investments in technology and physical infrastructure, and the acquisition of
online content and distribution relationships; and

     o to repay an amount due to our parent ($573,000 at January 31, 1999).

     Additionally, we intend to use $10.0 million of the net proceeds of this
offering to purchase shares of common stock of our parent from our parent. In
addition, if the underwriters exercise their option to purchase an additional
630,000 shares of Class A common stock, we intend to use 60% of the resulting
net proceeds to purchase additional shares of our parent's common stock from
our parent. We will purchase such shares from our parent at a price equal to
the average closing price of our parent's common stock on the five preceding
trading days. As our sole stockholder prior to this offering, our parent is
causing us to purchase shares of its common stock as a means of financing
expansion of our parent's business.

     We expect to use the remainder of the net proceeds for other general
corporate purposes, including working capital. The amounts actually expended
for such working capital purposes may vary significantly and will depend on a
number of factors, including the amount of our future revenues and the other
factors described under "Risk Factors." Accordingly, we will retain broad
discretion in the allocation of the net proceeds of this offering. A portion of
the net proceeds may also be used to acquire or invest in complementary
businesses, technologies, product lines or products. We have no current plans,
agreements or commitments with respect to any such acquisition. Pending such
uses, we will invest the net proceeds of this offering in interest-bearing,
investment grade securities through a wholly-owned subsidiary.


                                DIVIDEND POLICY

     We currently intend to retain all of our earnings to finance our
operations and we do not anticipate paying any cash dividends on our capital
stock in the foreseeable future. We may incur indebtedness in the future which
may prohibit or effectively restrict the payment of dividends, although we have
no current plans to do so.


                                       21
<PAGE>

                                CAPITALIZATION

     The following table sets forth the capitalization of iTurf as of January
31, 1999 on an actual basis based on our audited financial statements, and as
adjusted to give effect to:

     o the reclassification of 100 shares of common stock outstanding at 
       January 31, 1999 into 12,500,000 shares of Class B common stock;

     o the authorization of 67,500,000 shares of Class A common stock;

     o the authorization of 1,000,000 shares of preferred stock;

     o the sale of 4,200,000 shares of Class A common stock in this offering 
       after deducting the underwriting discounts and commissions and
       estimated offering expenses;

     o the purchase of parent company stock for $10,000,000;

     o repayment of an amount due to our parent ($573,000 at January 31, 1999);
       and

     o the acquisition of the TSISoccer.com domain name from TSI Soccer
       Corporation for $25,000 of Class A common stock valued at the initial
       public offering price per share of $22.00.

     The number of shares of Class A common stock that are issued and
outstanding at January 31, 1999, after the adjustments described above,
excludes (a) 1,419,688 shares issuable upon the exercise of options outstanding
with a weighted average exercise price of $9.36 per share, and (b) an aggregate
of 2,630,312 additional shares reserved for issuance under our stock incentive
plan. See "Management--1999 Stock Incentive Plan" and Note 9 of Notes to iTurf 
Financial Statements.




<TABLE>
<CAPTION>
                                                                               January 31, 1999
                                                                          ---------------------------
                                                                             Actual       As Adjusted
                                                                          ------------   ------------
                                                                                (in thousands)
<S>                                                                       <C>            <C>
   Due to parent. .....................................................      $  573       $      --
                                                                             ------       ---------
   Stockholders' equity:
    Preferred stock, $.01 par value; 1,000,000 shares authorized;
      no shares issued and outstanding actual and as adjusted .........          --              --
    Class A common stock, $.01 par value; 67,500,000 shares
      authorized; no shares issued and outstanding actual;
      4,201,136 shares issued and outstanding as adjusted .............          --              42
    Class B common stock, $.01 par value; 12,500,000 shares
      authorized; 12,500,000 shares issued and outstanding actual
      and as adjusted .................................................         125             125
    Additional paid-in capital ........................................          --          84,790
    Investment in common stock of parent ..............................          --         (10,000)
    Retained earnings .................................................         255             380
                                                                             ------       ---------
     Total stockholders' equity .......................................         380          75,337
                                                                             ------       ---------
      Total capitalization ............................................      $  953       $  75,337
                                                                             ======       =========
</TABLE>

                                       22
<PAGE>

                                   DILUTION

     The net tangible book value of iTurf as of January 31, 1999 was
approximately $63,000, or $.01 per share of common stock. Net tangible book
value per share represents the amount of total tangible assets less total
liabilities, divided by the shares of common stock outstanding as of January
31, 1999. The pro forma net tangible book value of iTurf as of January 31,
1999, after giving effect to:

   o the issuance and sale of the 4,200,000 shares of Class A common stock
     offered hereby after deducting underwriting discounts and commissions and
     estimated offering expenses;

   o the purchase of the common stock of our parent for $10.0 million, accounted
     for as a reduction of stockholders' equity; and

   o the acquisition of the TSISoccer.com domain name from TSI Soccer
     Corporation for $25,000 of Class A common stock valued at the initial
     public offering price per share of $22.00;

would have been $75.0 million, or $4.49 per share.

     This represents an immediate increase in pro forma net tangible book value
per share of $4.48 to existing stockholders and an immediate dilution per share
of $17.51 to new investors. The following table illustrates this per share
dilution:




<TABLE>
<S>                                                                              <C>         <C>
   Initial public offering price per share ...................................                $  22.00
      Net tangible book value per share before this offering .................    $  .01
      Increase in pro forma net tangible book value per share attributable to
       new investors .........................................................      4.48
                                                                                  ------
   Pro forma net tangible book value per share after offering ................                    4.49
                                                                                              --------
   Dilution per share to new investors .......................................                $  17.51
                                                                                              ========
</TABLE>


     The following table summarizes, on a pro forma basis, as of January 31,
1999, the number of shares of Class A common stock purchased in this offering,
the aggregate cash consideration paid and the average price per share paid by
existing stockholders for Class B common stock and by new investors purchasing
shares of Class A common stock in this offering:



<TABLE>
<CAPTION>
                                        Shares Purchased          Total Consideration
                                    ------------------------   -------------------------   Average Price
                                       Number       Percent        Amount       Percent       Per Share
                                    ------------   ---------   -------------   ---------   --------------
<S>                                 <C>            <C>         <C>             <C>         <C>
   Existing Stockholder .........   12,500,000        74.9%    $        --          --%    $  --
   New investors ................    4,200,000        25.1      92,400,000       100.0      22.00
                                    ----------       -----     -----------       -----
      Total .....................   16,700,000       100.0%    $92,400,000       100.0%
                                    ==========       =====     ===========       =====
</TABLE>


     The foregoing discussion and tables assume no exercise of any stock
options. As of January 31, 1999, there were options outstanding to purchase a
total of 1,419,688 shares of Class A common stock with a weighted average
exercise price of $9.36 per share. To the extent that any of these options are
exercised, there may be further dilution to new investors.


                                       23
<PAGE>

                            SELECTED FINANCIAL DATA

     The following selected financial data are qualified by reference to, and
should be read in conjunction with, the Financial Statements of iTurf, the
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" appearing elsewhere in this prospectus. The selected
statement of operations data of iTurf presented below for the years ended
January 31, 1997, 1998 and 1999, and the balance sheet data as of January 31,
1998 and 1999 are derived from financial statements of iTurf that have been
audited by Ernst & Young LLP, independent auditors, and are included elsewhere
in this prospectus. The selected statement of operations data presented below
for the period from March 14, 1995, date of inception, through January 31, 1996
and the balance sheet data as of January 31, 1996 and 1997 are derived from
audited financial statements not included in this prospectus. The historical
financial statements include allocations for administrative, distribution and
other expenses incurred by our parent for services rendered to iTurf. While we
believe such allocations to be reasonable, they are not necessarily indicative
of, and it is not practical for us to estimate, the levels of expenses that
would have resulted had iTurf been operating as an independent company.

     The accompanying financial data include the Internet operations of TSI
Soccer Corporation, which was acquired by our parent in a transaction accounted
for as a pooling of interests, from March 14, 1995, its date of inception, the
operations of gURL Interactive from December 17, 1997, the date of its
acquisition, and additional Internet operations of iTurf developed since
December 17, 1997, including the dELiAs.cOm Web site which was launched in May
1998.


     All share and income (loss) per share amounts are based on the number of
shares actually outstanding as of January 31, 1999 after giving effect to the
reclassification of 100 shares of common stock outstanding at January 31, 1999
into 12,500,000 shares of Class B common stock. See Notes to iTurf Financial
Statements for information concerning the computation of net income (loss) per
share.

<TABLE>
<CAPTION>
                                                               Period from
                                                             March 14, 1995
                                                           (date of inception)           Year Ended January 31
                                                           through January 31  -----------------------------------------
                                                                  1996              1997           1998          1999
                                                          -------------------- -------------   -----------   -----------
                                                                      (in thousands, except per share data)
<S>                                                       <C>                  <C>             <C>           <C>
Statement of Operations Data:
Revenues ................................................       $      6          $     13       $   134      $  4,014
Cost of product sales ...................................              2                 6            69         1,687
                                                                --------          --------       -------      --------
Gross profit ............................................              4                 7            65         2,327
Selling, general and administrative expenses ............              6                14           114         1,506
                                                                --------          --------       -------      --------
Income (loss) from operations ...........................             (2)               (7)          (49)          821
Interest expense ........................................             --                --            20            41
                                                                --------          --------       -------      --------
Income (loss) before income tax (benefit) provision .....             (2)               (7)          (69)          780
                                                                ---------         ---------      -------      --------
Income tax (benefit) provision ..........................             (1)               (3)          (29)          355
                                                                ---------         ---------      -------      --------
Net income (loss) .......................................       $     (1)         $     (4)      $   (40)     $    425
                                                                ========          ========       =======      ========
Basic and diluted net income (loss) per share ...........       $  (0.00)         $  (0.00)      $ (0.00)     $   0.03
                                                                ========          ========       =======      ========
Shares used to compute basic net income (loss) per
 share ..................................................         12,500            12,500        12,500        12,500
                                                                ========          ========       =======      ========
Shares used to compute diluted net income (loss) per
 share ..................................................         12,500            12,500        12,500        12,518
                                                                ========          ========       =======      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                   January 31
                                                 -----------------------------------------------
                                                    1996         1997         1998        1999
                                                 ----------   ----------   ---------   ---------
                                                                 (in thousands)
<S>                                              <C>          <C>          <C>         <C>
Balance Sheet Data:
Cash and cash equivalents ....................      $ --         $ --       $   31      $  375
Working capital (deficiency) .................        (1)          (5)        (481)       (461)
Total assets .................................        --           --          467       1,216
Due to parent ................................         1            5          512         573
Total stockholder's (deficit) equity .........        (1)          (5)         (45)        380
</TABLE>

                                       24
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Investors should read the following discussion in conjunction with the
financial statements and related notes thereto of iTurf which appear elsewhere
in this prospectus. The following discussion contains forward-looking
statements that reflect iTurf's plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below and elsewhere in this prospectus,
particularly in "Risk Factors."


Overview
     iTurf is a leading provider of Internet community and e-commerce services
focused primarily on Generation Y, based on sales and traffic on our Web sites.
We provide Generation Y with an online destination that encompasses a network
of Web sites that addresses this demographic group's concerns, interests,
tastes and needs. Our sites offer interactive web/zines with proprietary
content, chat rooms, posting boards, personal homepages and e-mail, as well as
online shopping opportunities.

     iTurf is a subsidiary of dELiA*s Inc. and was incorporated on August 7,
1997. Prior to the closing of this offering, our parent has owned all of the
outstanding capital stock of iTurf. iTurf's results of operations include the
following:

     o the Internet operations of TSI Soccer Corporation, a wholly-owned
subsidiary of our parent, which was acquired by our parent in December 1997. The
acquisition was accounted for as a pooling of interests. Concurrently with the
closing of this offering, iTurf will acquire the TSISoccer.com domain name from
TSI Soccer for $25,000 of Class A common stock, valued at the initial public
offering price per share. Therefore, the financial statements of iTurf reflect
the Internet operations of TSI from March 14, 1995, when TSI began Internet
operations;

     o the operations of gURL Interactive, which was acquired by iTurf on
       December 17, 1997; and

     o the Internet operations of iTurf, which were developed since December 17,
       1997, including the dELiAs.cOm Web site which was launched in May 1998.

     Following the acquisition of gURL Interactive, we launched the dELiAs.cOm
and discountdomain.com sites in May 1998, the contentsonline.com and droog.com
sites in November 1998 and, most recently, the dotdotdash.com site in March
1999. We sell products from these sites, each of which shares merchandise and
branding with catalog offerings of our parent. In addition, we expanded our Web
community features during the same periods. We launched gURLmAIL.com in
February 1998 and gURLpages.com in June 1998. In December 1998, we also began
to add additional third party content to our gURL.com Web site, such as music
news and film trailers. See "Business--The iTurf Network" and "Business--iTurf
E-Commerce."

     We generate revenue from four primary sources:

     o sales of apparel, accessories, footwear, athletic gear, home furnishings
       and other merchandise through our e-commerce sites;

     o fees paid for advertising on our sites;

     o fees from licensing the gURL brand and related online content; and

     o subscription fees paid by members of our discount shopping service,
       discountdomain.com.

Sales of apparel, accessories and footwear for Generation Y girls and young
women on our dELiAs.cOm site accounted for a substantial majority of our
revenue in the year ended January 31, 1999 and is expected to account for the
majority of our revenue for at least the next twelve months. Sales of athletic
gear on our TSISoccer.com site, primarily soccer merchandise sold to Generation
Y boys and young men, was our second largest source of product revenue in that
period. We expect this trend to continue and for sales of apparel, accessories,
footwear and other products to grow more rapidly than revenue from advertising
over the next twelve months. Because advertising sales are generally
higher-margin than merchandise sales, we expect our gross margin to decline in
the near future.


                                       25
<PAGE>

     The historical financial statements contained elsewhere in this prospectus
include allocations for administrative, distribution and other expenses
incurred by our parent for services rendered to iTurf. While we believe such
allocations to be reasonable, they are not necessarily indicative of, and it is
not practical for us to estimate, the levels of expenses that would have
resulted had iTurf been operating as an independent company.


     Following the closing of this offering, the provision of services and
other matters between the two companies, including use of our parent's
trademarks, will be governed by the intercompany agreements. We believe that
the intercompany agreements, had they been in effect during the historical
periods presented, would not have had a material effect on our net income
(loss), given the level of benefits received from our parent. Expenses would
have increased marginally in connection with fees to be paid to our parent
pursuant to the trademark license and customer list agreement. However, the
effect of the trademark license and customer list agreement would have been
substantially offset by iTurf's ability under the supply arrangements of the
intercompany services agreement to purchase clearance inventory from our parent
at lower costs. We do not expect this offset to continue to the same degree
following the closing of this offering. We expect selling, general and
administrative expenses to increase as a percentage of sales due to fees
associated with higher levels of advertising provided by our parent and with
increased sales made under trademarks licensed from our parent. See
"Transactions with Our Parent--Intercompany Agreements."


     We have also relied on our parent to provide financing for our operations.
Therefore, our cash flows to date are not necessarily indicative of the cash
flows that would have resulted had we been operating as an independent company
during the periods presented.


     Since the inception of iTurf's business in 1995 through the fiscal year
ended January 31, 1998, iTurf incurred net losses of approximately $45,000. For
the year ended January 31, 1999, iTurf's operations resulted in net income of
approximately $425,000. We believe that our continued growth will depend in
large part on our ability to increase our brand awareness, provide our
customers with superior Internet community and e-commerce experiences and
continue to enhance our systems and technology to support increased traffic to
our Web sites. We intend to invest heavily in marketing and promotion,
including advertising in our parent's print catalogs, and to further develop
our Web sites, technology and operating infrastructure. As a result, we expect
to record substantial net losses for the foreseeable future.


     In view of the rapidly changing nature of iTurf's business and its limited
operating history, as well as the expected seasonality, iTurf believes that
period-to-period comparisons of its operating results, including iTurf's gross
profit margin and operating expenses as a percentage of sales, are not
necessarily meaningful. You should not rely on this information as an
indication of future performance.


Results of Operations
     The following table sets forth certain statement of operations data as a
percentage of revenues for the periods indicated:



<TABLE>
<CAPTION>
                                                                       Fiscal Year
                                                                    Ended January 31,
                                                         ---------------------------------------
                                                             1997          1998          1999
                                                         -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
Revenues .............................................      100.0%        100.0%         100.0%
Cost of product sales ................................       46.2          51.5           42.0
                                                            -----         -----          -----
Gross profit .........................................       53.8          48.5           58.0
Selling, general and administrative expenses .........      107.7          85.1           37.6
Interest expense, net ................................         --          14.9            1.0
                                                            -----         -----          -----
Income (loss) before income tax
 (benefit) provision .................................      (53.9)        (51.5)          19.4
Income tax (benefit) provision .......................      (23.1)        (21.6)           8.8
                                                            -----         -----          -----
Net income (loss) ....................................      (30.8)%       (29.9)%         10.6%
                                                            =====         =====          =====
</TABLE>

                                       26
<PAGE>

Comparison of Fiscal Years 1997 and 1998
     Revenues. Revenues increased from $134,000 in fiscal 1997 to $4,014,000 in
fiscal 1998. The increase was primarily due to the launch of the dELiAs.cOm Web
site in May 1998 and advertising revenue of approximately $444,000 during
fiscal 1998. iTurf did not sell any advertising in fiscal 1997. Subscription
fees and licensing revenue was approximately $218,000 for fiscal 1998; we did
not have any such revenue for fiscal 1997.

     Gross Profit.  Gross profit increased from $65,000 in fiscal 1997 to
$2,327,000 in fiscal 1998 as a result of both increased sales and a higher
gross margin. Gross margin increased from 48.5% in fiscal 1997 to 58.0% in
fiscal 1998. This increase was due to both the increased sales of higher-margin
apparel and accessories on the dELiAs.cOm Web site, which was launched in May
1998, as well as revenue from advertising, licensing and subscriptions during
the second, third and fourth quarters of fiscal 1998. These new revenue sources
improve gross margins because they have no direct cost of sales. The indirect
expenses incurred in connection with such revenue sources are included in
selling, general and administrative expenses.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses are comprised of sales and marketing expense, which
includes advertising costs, credit card fees and distribution costs, product
development and operations expense, which includes site development, editorial
content and systems costs, and general and administrative expenses. Total
selling, general and administrative expenses, including direct expenses and
expenses allocated from our parent, increased from $114,000, or 85.1% of
revenues, in fiscal 1997 to $1,506,000, or 37.6% of revenues, in fiscal 1998
due to a substantial increase in advertising, product development and overhead
costs to support the continued expansion of iTurf.

     In 1998, selling, general and administrative expenses were comprised of
selling and marketing expense of $633,000, product development expense of
$341,000 and general and administrative cost of $532,000. In 1997 selling,
general and administrative expenses were comprised substantially of general and
administrative expenses with the primary components being payroll and telephone
expenses. A significant portion of these expenses, $45,000 in fiscal 1997 and
$219,000 in fiscal 1998, were allocated from our parent.


Comparison of Fiscal Years 1996 and 1997
     Revenues. Revenues in fiscal 1996 and fiscal 1997 were substantially from
soccer merchandise. Revenues increased from $13,000 in fiscal 1996 to $134,000
in fiscal 1997. This increase was primarily due to an enhancement of
TSISoccer.com and additional customer awareness of the site, as well as a
general increase in the use of the Web for electronic commerce.

     Gross Profit. Gross profit increased from $7,000 in fiscal 1996 to $65,000
in fiscal 1997, primarily due to an increase in net sales. Gross margin
decreased from 53.8% in fiscal 1996 to 48.5% in fiscal 1997, primarily due to a
change in the mix of TSI Soccer merchandise sold from year to year.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $14,000 for the year ended January 31,
1997 to $114,000 in fiscal 1997 with the primary components being payroll and
telephone expenses. Of these totals, $13,000 and $45,000 for fiscal 1996 and
fiscal 1997, respectively, were allocations from our parent. The increases in
total selling, general and administrative expenses and parent allocations
correspond with our growth in revenues. As a percentage of revenues, however,
such expenses decreased from 107.7% to 85.1%, primarily due to the leveraging
of fixed costs over a larger revenue base.


                                       27
<PAGE>

Quarterly Results of Operations
     The following table sets forth certain unaudited quarterly statement of
operations data for the eight quarters ended January 31, 1999. This unaudited
quarterly information has been derived from unaudited financial statements of
iTurf and, in the opinion of management, includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
information for the periods covered. The quarterly data should be read in
conjunction with the iTurf Financial Statements and the notes thereto. The
operating results for the quarters are not necessarily indicative of the
operating results for any future period.



<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                         --------------------------------------------------------------------------------------
                                          Apr. 30,   July 31,   Oct. 31,   Jan. 31,   Apr. 30,   July 31,   Oct. 31,   Jan. 31,
                                            1997       1997       1997       1998       1998       1998       1998       1999
                                         ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
                                                                             (in thousands)
                                         --------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues ...............................   $    9       $ 24         $53    $   48     $   69     $  760     $1,064    $2,121
Cost of product sales ..................        5         13          27        24         35        339        359       954
                                           ------     ------       -----    ------     ------     ------     ------    ------
Gross profit ...........................        4         11          26        24         34        421        705     1,167
Selling, general and
 administrative expenses ...............        6         18          18        72        109        445        514       438
Interest expense, net ..................       --         --          --        20         11         11          9        10
                                           ------     ------       -----    ------     ------     ------     ------    ------
Income (loss) before income tax
 (benefit) provision ...................       (2)        (7)          8       (68)       (86)       (35)       182       719
Income tax (benefit) provision .........       (1)        (3)          3       (28)       (33)       (11)        83       316
                                           ------    -------       -----    ------     ------     ------     ------    ------
Net income (loss) ......................   $   (1)    $   (4)      $   5    $  (40)    $  (53)    $  (24)    $   99    $  403
                                           ======     ======       =====    ======     ======     ======     ======    ======
</TABLE>


<TABLE>
<CAPTION>
                                                  Percentage of Revenues
                                     -------------------------------------------------
<S>                                  <C>         <C>         <C>         <C>
Revenues ...........................    100.0%      100.0%       100.0%       100.0%
Cost of product sales ..............     55.6        54.2         50.9         50.0
                                        -----       -----        -----       ------
Gross profit .......................     44.4        45.8         49.1         50.0
Selling, general and
 administrative expenses ...........     66.6        75.0         34.0        150.0
Interest expense, net ..............       --          --           --         41.7
                                        -----       -----        -----       ------
Income (loss) before income tax
 (benefit) provision ...............    (22.2)      (29.2)        15.1       (141.7)
Income tax (benefit) provision .....    (11.1)      (12.5)         5.7       ( 58.4)
                                        -----       -----        -----       ------
Net income (loss) ..................    (11.1)%     (16.7)%        9.4%      ( 83.3)%
                                        =====       =====        =====       ======



<CAPTION>
                                                  Percentage of Revenues
                                     -------------------------------------------------
<S>                                  <C>           <C>         <C>         <C>
Revenues ...........................      100.0%      100.0%       100.0%      100.0%
Cost of product sales ..............       50.7        44.6         33.7        45.0
                                         ------       -----        -----       -----
Gross profit .......................       49.3        55.4         66.3        55.0
Selling, general and
 administrative expenses ...........      157.9        58.6         48.3        20.6
Interest expense, net ..............       16.0         1.5          0.9         0.5
                                         ------       -----        -----       -----
Income (loss) before income tax
 (benefit) provision ...............     (124.6)      ( 4.7)        17.1        33.9
Income tax (benefit) provision .....     ( 47.8)      ( 1.5)         7.8        14.9
                                         ------       -----        -----       -----
Net income (loss) ..................     ( 76.8)%     ( 3.2)%        9.3%       19.0%
                                         ======       =====        =====       =====
</TABLE>

     Revenues. Revenues have generally increased from quarter to quarter due to
the launch of new Web sites, notably dELiAs.cOm in the second quarter of fiscal
1998, as well as enhanced design elements, broader product offerings and
increases in the customer awareness of our sites and in consumer use of the Web
for electronic commerce. In the second and third quarters of fiscal 1998,
revenues also increased due to the sale of advertising by iTurf.

     Gross Profit. Gross profit has generally increased quarter over quarter
since the first quarter of fiscal 1998 due to the sale of higher-margin apparel
and accessories following the launch of the dELiAs.cOm Web site and the sale of
advertising in the second and third quarters of fiscal 1998. In the fourth
quarter of 1998, gross profit decreased as advertising represented a smaller
percentage of revenues than in the prior two quarters.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses have increased from quarter to quarter due to higher
allocation of expenses from our parent and higher direct expenses. Selling,
general and administrative expenses as a percentage of revenues have decreased
from quarter to quarter over the five most recent quarters primarily because we
have been able to leverage our fixed costs over a larger revenue base. The
significant increase in selling, general and administrative expenses from the
third quarter to the fourth quarter of fiscal 1997 reflects the costs
associated with the development of our Web sites and the purchase and
integration of gURL.com, while the increase from


                                       28
<PAGE>

the first quarter to the second quarter of fiscal 1998 reflects the startup of
dELiAs.cOm and related marketing costs.


Seasonality
     Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, many of which are outside of our control.
These factors include:

     o seasonal fluctuations in consumer purchasing patterns and advertising
       spending;

     o timing of, response to and quantity of our parent's catalog mailings;

     o changes in the growth rate of Internet usage;

     o actions of competitors;

     o the timing and amount of costs relating to the expansion of our
       operations and acquisitions of technology or businesses; and

     o general economic and market conditions.

     Our limited operating history and rapid growth make it difficult to
ascertain the effects of seasonality on our business. We believe that
period-to-period comparisons of our historical results are not necessarily
meaningful and should not be relied upon as an indication of future results.


Income Taxes
     Pursuant to the tax allocation agreement, if our parent continues to file
a consolidated tax return including iTurf, we will pay our proportionate share
of such tax liability computed as if iTurf were filing a separate return.

     So long as we are consolidated with our parent's taxpayer group, any tax
loss benefits attributable to us that we are unable to use at that time will be
used by our parent. To the extent that our parent uses our tax benefits, it
will establish a receivable for our benefit. Our parent will be required to
repay us for the use of any such benefit. Repayment is due in cash at the time
and to the extent we are required to pay income taxes and we are no longer
consolidated in our parent's tax group, or at the close of the fifth calendar
year following the creation of the benefit. Such repayment by our parent will
be offset by any amount that we are required to pay our parent under the tax
allocation agreement.

     If we are no longer consolidated with our parent's taxpayer group, we may
not be able to realize the tax benefit of future losses. Losses generated
subsequent to deconsolidation will be available to us to offset any future
taxable income for twenty years. Deferred tax assets normally recorded to
reflect such future benefit may or may not be recorded depending on our ability
to demonstrate the likelihood of future profitability. See "Transactions with
Our Parent--Income Taxes."


Liquidity and Capital Resources
     Net cash flows provided by operating activities of $646,000 for fiscal
1998 were primarily due to a $104,000 increase in accounts payable and other
current liabilities and $425,000 of net income. Net cash flows used in
operating activities for fiscal 1997 of $34,000 relate primarily to a net loss
of $40,000. The net cash flow effect of operating activities was insignificant
for fiscal 1996.

     Net cash used in investing activities of $265,000 for fiscal 1998 related
to purchases of property and equipment. Investing activities in fiscal 1997
used $224,000, which relates to cash paid for the gURL acquisition and
purchases of property and equipment. The net cash flow effect of investing
activities was insignificant for fiscal 1996. We expect to make capital
expenditures of at least $4.0 million in fiscal 1999, including investments in
technology and physical infrastructure and the acquisition of content and
distribution relationships.

     Financing activities used net cash of $37,000 for fiscal 1998 and provided
net cash of $289,000 for fiscal 1997. The net cash flow effect of financing
activities was insignificant for fiscal 1996. Financing activities primarily
relate to loans from our parent.


                                       29
<PAGE>

     We have historically relied on our parent for financing capital
expenditures. Our capital requirements depend on numerous factors, including:

     o the rate of market acceptance of iTurf's online presence;

     o the ability to expand iTurf's customer base;

     o the cost of upgrades to its online presence; and

     o the level of expenditures for sales and marketing.

     The timing and amount of such capital requirements cannot accurately be
predicted. Additionally, we will continue to evaluate possible investments in
businesses, products and system technologies and plans to expand our sales and
marketing programs and conduct more aggressive brand promotions. We believe
that the net proceeds from this offering, together with our operating revenue,
will be sufficient to meet anticipated cash needs for at least the next 24
months.

     We are currently a borrower under our parent's bank credit facility, which
prohibits dividends other than to our parent. We expect to terminate our
participation in the bank credit facility concurrent with the closing of this
offering.

     Concurrent with the closing of this offering, we intend to use $10 million
of the gross proceeds of this offering to purchase shares of our parent's
common stock. We will purchase such shares, through a wholly-owned subsidiary,
at a price equal to the average closing price of our parent's common stock on
the five preceding trading days. We will record this transaction as a reduction
to stockholders' equity. In addition, we have registration rights on such
shares of our parent's common stock. See "Transactions with Our
Parent--Intercompany Agreements--dELiA*s Common Stock Registration Rights
Agreement."


Year 2000 Compliance
     We are heavily dependent upon complex computer software and systems for
our operations, including, to a significant extent, our parent's computer
systems. Many existing computer programs and systems use only two digits to
identify a year in the date field. These programs and systems were designed and
developed without considering the impact of the upcoming change in the century.
If not corrected, many computer applications could fail or create erroneous
results by or at the Year 2000.


State of Readiness
     All of iTurf's material operating software and our information technology
systems and other systems, including telecommunications and warehouse systems,
were developed by and are supported by third party vendors. Each of the third
party vendors of iTurf's mission-critical operating software have provided
written warranties or assurances to iTurf or its parent that such software will
not be affected by the change in the century. The majority of the third party
vendors of iTurf's other material operating software and systems have also
provided warranties or assurances that such software and systems would be
compliant by December 31, 1998. iTurf has prepared a Year 2000 compliance
program, which involves:

     o identifying the material operating software and systems on which iTurf
       depends, whether used by iTurf or by iTurf's service providers;

     o obtaining written warranties or assurances from third party software and
       systems vendors and service providers;

     o monitoring the compliance efforts of such vendors and service providers;
       and

     o testing its material operating software and systems.

     We expect to begin performing tests in the first quarter of fiscal 1999 of
all of our material operating software and systems to verify the assurances
given by these third party vendors and ensure Year 2000 compliance. We have not
yet begun to perform these tests on any of our software and systems. As a
result, we have not identified any material software or systems as requiring
remediation or replacement. However, we cannot assure you that all of our
material operating software and systems will be Year 2000 compliant.


                                       30
<PAGE>

     In addition to the operating systems and software iTurf uses directly,
iTurf's operations are also dependent upon the performance of operating
software and systems used by our significant service providers, including its
parent and providers of financial, telecommunications and parcel delivery
services. Our parent has provided us with assurance that its Year 2000
compliance programs is consistent with ours and the status of its efforts is
the same as ours. We have contacted each of iTurf's other significant service
providers and have obtained written assurances from the majority of such
providers that the providers' relevant operating software and systems are in
Year 2000 compliance or would be by December 31, 1998. We are monitoring the
status of all iTurf's significant service providers' Year 2000 compliance
efforts to minimize the risk of any material adverse effect on iTurf's
operations resulting from compliance failures. However, there can be no
assurance that iTurf's service providers have, or will have, operating software
and systems that are Year 2000 compliant.

Risks
     The failure of our software or systems to be Year 2000 compliant could
prevent us from being able to process or fulfill orders from our customers,
could cause users of our Web sites to consider alternative Web community and
content providers, or 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 iTurf. Therefore, we are developing
contingency plans with respect to such systems and software. We expect our
contingency plans to be completed by the end of the second quarter of fiscal
1999.

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

     iTurf has not identified significant exposure to Year 2000 problems
outside of the information technology issues identified above.

Costs
     To date, iTurf has spent less than $5,000 on Year 2000 compliance. iTurf
expects our incremental costs of addressing Year 2000 issues in fiscal 1999 and
beyond to be between $25,000 and $50,000. We believe that proceeds of this
offering budgeted for investment in technology infrastructure and maintenance
will be sufficient to fund our Year 2000 compliance program and contingency
plan. However, given iTurf's dependence on third party software and system
vendors and service providers and on our customers' vendors, there can be no
assurance to that effect.

Recent Accounting Pronouncements
     In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income," which
is effective for fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income. The
adoption of SFAS No. 130 as of February 1, 1998 did not have an effect on the
iTurf's financial statements or disclosure as iTurf has no reconciling items.
Therefore net income (loss) and comprehensive income (loss) are the same.

     In June 1997, the FASB issued SFAS No. 131, "Disclosure About Segments of
an Enterprise and Related Information," which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 requires that public companies
report certain information about operating segments in their annual financial
statements and in subsequent condensed financial statements of interim periods
issued to shareholders. This statement also requires that public companies
report certain information about their products and services, the geographic
areas in which they operate and their major customers. iTurf has determined
that the adoption of this new standard did not have a material effect on its
disclosure for all periods presented because iTurf currently operates in one
segment.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, which is effective for
fiscal years beginning after June 15, 1999, requires iTurf to recognize all
derivatives on the balance sheet at fair value. iTurf has determined that the
adoption of this new standard will not have a material effect on its financial
statements or disclosure for all periods presented.


                                       31
<PAGE>

                                   BUSINESS


Our Business
     iTurf is a leading provider of Internet community and electronic commerce,
or e-commerce, services focused primarily on Generation Y, based on sales and
traffic on our Web sites. Generation Y is comprised of 56 million people
between the ages of 10 and 24 and accounts for over $278 billion of disposable
income. iTurf.com is an online destination that addresses Generation Y's
concerns, interests, tastes and needs. iTurf combines the style and editorial
flair of Generation Y-focused media with direct marketing and e-commerce
competencies. Our network of sites includes Web sites that offer interactive
web/zines with proprietary content, chat rooms, posting boards, personal
homepages and e-mail, as well as online shopping opportunities. Our network is
currently comprised of our gURL community sites and the following commerce
sites that offer a wide range of apparel, accessories, footwear, athletic gear
and home furnishings:

     o dELiA*s.cOm             o discountdomain.com
     o TSISoccer.com           o droog.com
     o contentsonline.com      o dotdotdash.com

     We are a subsidiary of dELiA*s Inc., a leading catalog marketer targeting
the Generation Y market. Our relationship with our parent provides the
following advantages:

     o exclusive online use of leading brand names including dELiA*s and TSI
       Soccer;

     o a proprietary ten million-name database and access to six million
       individuals who have made catalog purchases;

     o advertising space in our parent's catalog publications that collectively
       have circulation in excess of 60 million;

     o substantial merchandising expertise and strong relationships with
       hundreds of vendors; and

     o sophisticated services from our parent's distribution center to fill our
       product orders.

     The number of visitors to our Web sites and online sales have grown
rapidly over the last year. We estimate that the number of pages viewed by
online users per month on our Web sites has grown from approximately 800,000 in
February 1998 to approximately 35 million in January 1999. Our revenues have
increased from $48,000 in the quarter ended January 31, 1998 to $2.1 million in
the quarter ended January 31, 1999. By selling a selection of branded and
proprietary products, we achieved higher gross profits per order on merchandise
sales than many other online commerce companies. In the quarter ended January
31, 1999, our gross margin on merchandise sales was approximately 50%.


Industry Background
     Growth of the Internet and E-Commerce

     The Internet has emerged as a global medium, enabling millions of people
to share information, communicate and conduct business electronically. We
believe that the number of Web users will grow from approximately 69 million
worldwide in 1997 to approximately 320 million worldwide by the end of 2002.
This rapid adoption represents a significant opportunity for businesses to
advertise and sell products. We expect online commerce transactions to the home
to increase from approximately $5 million in 1997 to approximately $94 billion
in 2002. We also believe that Internet advertising will increase from
approximately $1.9 billion in 1998 to $7.7 billion in 2002.

     Growth of Online Communities

     As the Internet grows, we believe that users seek the same opportunity for
compelling content, information, expression, interaction, support and
recognition that they seek in the everyday world. The major navigational sites
typically provide general information and search services. These sites are not
dedicated to publishing proprietary content and aggregating user-generated
content. Often, the most relevant content for a user is generated by others who
share an interest in what is published. Multi-faceted online communities
linking related Web sites provide users with the ability to access unique,
proprietary content and to interact directly with the authors of personalized
content.


                                       32
<PAGE>

     Generation Y's Increasing Importance to the Internet

     The United States Census Bureau projects that Generation Y will grow from
56.3 million in 1998 to 63.1 million in 2010. This growth rate is estimated to
outpace growth of the general popuation by 19.5%. Generation Y also possesses
substantial disposable income. Based upon Census Bureau estimates, we believe
that 10-24 year olds generated disposable income in excess of $278 billion in
1997.

     At the same time, Generation Y is becoming increasingly involved in the
Internet. We estimate that the number of teens and college students who
regularly access the Internet will rise from 12 million in 1998 to over 22
million by 2000. Their increased activity creates a significant opportunity for
both selling products and advertising to Generation Y online. We also believe
that online commerce sales to teens and college students will increase from
$600 million in 1998 to $3.8 billion in 2002 and advertising to Generation Y
will increase from $500 million in 1998 to $2.1 billion in 2002.

     We may not enjoy the same growth rates as the recent rates of growth of
Generation Y or Web users, e-commerce or spending by Generation Y.

The Need for a Generation Y Online Destination
     We believe Generation Y is a large and underserved audience that desires
entertainment, communication, content and advice in an environment focused on
their particular needs. Members of Generation Y are influenced by new media and
information sources and demand fresh and engaging content that speaks to them
without speaking down to them. The major Internet navigational sites are
generally:

     o designed to appeal to a broad audience and therefore have not created an
       environment focused on the specific programming needs and buying habits
       of Generation Y;

     o do not exclusively address the issues that are relevant to teens, such as
       peer, parental and school-related pressures, and issues revolving around
       friendship, sexuality and competition; and

     o do not provide the kind of interactivity and services that this group
       seeks, such as communication with their peers through chat and e-mail,
       away from the adults in their lives, as well as news, online games and
       personal home page building.

     We believe that creating an online destination that caters exclusively to
Generation Y is essential to marketing to this group. From a marketing
perspective, Generation Y is difficult to reach and has demonstrated a
resistance to traditional marketing techniques. We believe marketing products
and services indirectly in the context of demographically appropriate editorial
information, rather than traditional advertising methods, is a more effective
way to reach this audience. Accordingly, we believe there is a need for a
Generation Y online destination consisting of an integrated network of
community and commerce in a trusted environment.

The iTurf Solution
     iTurf is an online destination where Generation Y can congregate in an
environment that caters exclusively to its interests and promotes its
participation and personal growth. iTurf integrates online community and
commerce through a network of sites focused primarily on Generation Y,
providing compelling and topical content as well as forums for interactive
communication.

     Our network of Web sites is currently comprised of our gURL community
sites and multiple commerce sites. Our gURL community is a group of sites
marketed under the gURL brand, anchored by our gURL.com site. The gURL
community sites provide a place where girls and young women can find peer
support and advice from like-minded users through community resources such as
chat rooms, posting boards, home-page hosting services and Web-based e-mail
services. Our gURL sites provide interactive features and regularly updated
articles on topics of interest to Generation Y girls and young women, such as
shopping, fashion and beauty, peer pressure, entertainment, music,
relationships, emotions, gossip and news. The gURL.com site has received
various awards including a 1998 Webby award for best site in the "living"
category. The Webby award is given by the International Academy of Digital Arts
and Sciences and is considered a leading creative honor in the Web industry.

     Our commerce sites offer a wide range of apparel, accessories, footwear,
athletic gear and home furnishing products for both teen girls and boys. Our
most prominent online store, dELiA.cOm, offers


                                       33
<PAGE>

apparel, cosmetics, accessories, footwear and other products for Generation Y
girls and young women. Our other commerce sites include:

     o TSISoccer.com, offering soccer and other sports related products;

     o contentsonline.com, offering home furnishings, light furniture and
   household articles;

     o discountdomain.com, a membership-based discount shopping service;

   o droog.com, a site that offers apparel, accessories and footwear for
    Generation Y boys and young men; and

     o dotdotdash.com, a site that offers similar products to girls under age
13.

We intend to leverage the traffic and brand name recognition generated from
these sites to develop and expand existing and additional sites on our network.
 

     Our commerce and community sites are linked by iTurf.com. We intend to
develop iTurf.com as the online meeting place and community for young men and
women of Generation Y. We will promote and drive traffic to this site through
all of the properties in our network. We will promote iTurf.com to Generation Y
girls and young women through gURL.com, dELiAs.cOm and other female-targeted
offerings. We will promote iTurf to Generation Y boys and young men through our
male-focused offerings as well as the prospect of interaction with the members
of the gURL community. In addition to our e-commerce efforts, we believe we may
be able to generate significant advertising and sponsorship revenue from
advertisers and retailers seeking targeted access to Generation Y.


The iTurf Advantage
     We believe we are one of the few online networks to focus primarily on the
Generation Y market, and that our relationship with our parent, the leading
direct marketer to Generation Y, provides us with the following advantages:

     Ability to Attract Customers and Users to Web Sites.

   o Access to Proprietary Database of Over Ten Million Names. We have the
    exclusive online right to our parent's database of catalog buyers and
    requesters. This database has grown rapidly from 198,000 names as of
    January 31, 1996 to over ten million names today and is growing by over
    100,000 names each month. In excess of 500,000 customer records in the
    database have e-mail addresses. This database includes six million buyers
    of direct mail products and contains extensive individual purchasing
    histories. We believe this proprietary database would be difficult for
    competitors to replicate and creates a significant competitive advantage
    in targeting Generation Y.

   o Compelling, Topical Content. Compelling, topical and regularly-updated
    online content is critical to driving repeat customers and users to our
    Web sites. We obtain content from both our internal staff and our parent.
    This content consists of engaging editorial copy from direct marketing
    products, and content from the gURL web/zine and community, which presents
    regularly-updated articles, series and games as well as thousands of pages
    of user-generated content. Accordingly, we believe we have the editorial
    assets necessary to keep our content fresh and updated and to continue to
    attract and retain new customers and users.

   o iTurf Trade Names. We have the exclusive online right to our parent's
    licensed trade names, including dELiA*s, contentsonline, TSI Soccer,
    discountdomain and Droog, and our gURL trade name. We believe these trade
    names have been a strong motivating factor in attracting customers,
    especially with regard to consumers who have not yet made a purchase
    online. We believe that a significant portion of our success has been
    attributable to the goodwill and trust earned by our brands among
    Generation Y consumers and their parents. Very few online marketers have
    successfully penetrated the teen market in this manner.

   o Exclusive Advertising and Promotional Space in the Largest Publication
    Directed at Our Target Market. To date, we have advertised our Web sites
    primarily through our parent's catalogs,


                                       34
<PAGE>

    which have an annual circulation in excess of 60 million. The dELiA*s
    catalog has the largest domestic circulation of any publication directed
    at Generation Y. Following this offering, we will have certain exclusive
    rights to purchase promotional and advertising space in our parent's
    catalog titles, including dELiA*s, Contents, TSI Soccer and Droog. We
    intend to increase the amount of advertising we place in these titles.


     Ability to Deliver Superior E-Commerce Solutions.


   o Sophisticated Fulfillment Capability. We are able to fill orders through
    our parent's 354,000 square foot distribution center. This access enables
    us to retain significantly greater control over the quality, timeliness
    and cost of fulfilling our product orders than other online marketers who
    outsource fulfillment services to unrelated contractors that serve several
    direct marketers. In addition, the scale of our parent's operation enables
    us to deliver a large number of products over a range of categories.
    Customers generally have access to real-time product availability
    information prior to ordering and are shipped products within 48 hours of
    credit approval. We also supplement our customer service staff with
    support from our parent's three call centers with a total of 400 stations,
    two of which call centers are staffed 24 hours per day, 7 days per week.


   o Superior Inventory Management and Merchandising Opportunities. Our
    relationship with our parent enables us to offer a large selection of
    merchandise without the investment in inventory and the ongoing expense
    related to the management of such inventory. In addition, we do not take
    ownership of the inventory until the customer order is taken, eliminating
    the risk of inventory obsolescence and mark-downs. We also take advantage
    of our parent's relationships with a diverse group of hundreds of vendors
    as well as the purchasing economies enjoyed by our parent as a result of
    both its scale and proprietary private label products. As a result, we
    believe we are well positioned to continue to enjoy gross profit margins
    that are superior to many other online retailers while being able to
    provide our customers with a compelling selection of recognized
    merchandise.


   o Direct Marketing Knowledge and Expertise. We expect to benefit from the
    direct marketing knowledge and expertise of our management team and of our
    parent. We are transferring to the Web the contextual selling model as
    well as the use of editorial and graphical elements pioneered by our
    parent and various members of our management. We believe that this
    strategy is directly transferable to the Web and can be enhanced by
    including interactive capabilities such as chat and personal home pages.
    In addition, our parent possesses considerable experience in gathering and
    mining data on Generation Y that we believe is key to our success.
    Accordingly, we believe that we will be able to effectively target and
    satisfy the needs of the Generation Y community.


Strategy
     Our goal is to build iTurf into the most heavily-trafficked Generation Y
online destination. We intend to realize superior revenue growth opportunities
based upon expanded e-commerce offerings and, eventually, advertising
opportunities including sponsorship, promotion and distribution agreements with
leading brand marketers and media companies. We expect to fund our future
expansion with the proceeds from this offering. We intend to reach the above
goal by implementing the following interconnected strategies:


     Strengthen Brand Recognition. We believe that building brand recognition
for our sites is critical to attracting and expanding our global user base and
customer loyalty. Our strategy is to enhance the recognition of the iTurf brand
name as well as to independently build each brand in the iTurf network,
including dELiA*s, gURL, TSI Soccer, discountdomain, contentsonline, Droog and
dot dot dash, each of which is designed to appeal to a specific customer
segment within Generation Y. By building each brand individually, we expect to
reach specific customer groups with product offerings and formats designed to
cater to their tastes and purchasing patterns. In doing so, we believe we can
avoid relying on one brand or segment within Generation Y and instead can
maximize our reach to all segments of Generation Y. In the near term, we will
devote substantial resources to building the leadership positions of gURL and
dELiAs.cOm.


                                       35
<PAGE>

   We seek to build brand recognition and traffic through multiple methods,
    such as:

   o Promotion in our Parent's Marketing Channels. To date, we have marketed
    our sites and products and services in our parent's catalogs, which have a
    combined circulation of more than 60 million. We intend to continue to
    advertise in our parent's family of catalogs and our parent's retail
    stores. To date, these marketing channels have been the principal
    marketing mechanism to reach our target audience.

   o Traditional and Internet Advertising.  We intend to use traditional
    advertising, which may include print, radio and event-based promotions.
    Our sites have been advertised in such teen and fashion magazines as
    Seventeen and YM. We believe that promotion in such publications is
    particularly effective in reaching our target audience. We also intend to
    use targeted online advertising to promote our brand name and specific
    merchandising opportunities. We have purchased banner advertising on the
    AngelfireMail, ChickClick and HotBot Web sites.

   o Direct Marketing. The Internet allows rapid and effective marketing
    experimentation and analysis, instant user feedback and personalization.
    We intend to use direct marketing techniques to effectively target and
    retain customers. Currently we send regular broadcast e-mails to our users
    promoting special discounts and offers. We intend to include more targeted
    personalized electronic messages based on prior purchasing behavior and
    online activity. We also send out regular electronic newsletters to
    gURLmAIL registered users regarding events affecting the Generation Y
    community. We may also use traditional direct mail channels to target our
    customers and individuals on our parent's database.

   o Strategic Alliances. We believe iTurf can enhance its brand names and
    increase its customer base through alliances with community, content and
    e-commerce providers. We have created satellite dELiAs.cOm stores on
    Yahoo! Shopping and CatalogCity.com and have tenancy positions in the
    shopping area on AOL.com and Fashionmall.com. We are the exclusive
    provider of soccer merchandise on Fogdog.com. We intend to enter into
    additional alliances with other sites to build traffic and gain customers.
     

   o Affiliate Network.  We recently created the dELiA*s Affiliate Network, a
    marketing tool that increases exposure on the Internet and directly
    generates sales. We offer affiliates 5% of net sales on purchases by
    customers referred to our network of sites.

     Enhance Online Offerings. We will aggressively seek to develop our
content, community and e-commerce product offerings to drive traffic to our Web
sites and increase revenue.

   o Continue to Increase Community Functionality. We believe our success to
    date has been, in part, a result of building customer loyalty by coupling
    community with commerce. We believe our target audience places great value
    on opportunities to interact with their peers through interactive services
    that we currently offer, including e-mail, chat rooms, home pages and
    other services. In the near term, we intend to add services such as buddy
    lists, instant messaging, shared calendars and organizers to further
    increase the community functionality of our sites. We are continually
    looking for innovative and exciting interactive services and new
    technologies to offer our users and customers.

   o Enhance Content to Deepen Penetration of Markets. We intend to provide
    new content offerings targeted at additional customer groups within
    Generation Y, such as offerings directed at young men and content designed
    to facilitate interaction between male and female members of Generation Y.
    Our offerings for males may include online games and sports news, among
    other things. We plan to drive traffic to these offerings through our
    droog.com and TSISoccer.com sites. We also intend to develop iTurf.com as
    the online meeting place and community for young men and women of
    Generation Y.

   o Expand Range of E-Commerce Products and Services. We believe that we can
    further expand our product offerings to include additional products and
    services targeted at and particularly attractive to Generation Y
    consumers. Our product offerings have consisted principally of apparel,
    accessories, footwear, and cosmetics for Generation Y females and athletic
    gear for Generation Y males. We have recently expanded our offerings to
    include home furnishings for Generation Y


                                       36
<PAGE>

    females and apparel and accessories for Generation Y males. In the future,
    we may offer magazines, software, a full array of music and videos, as
    well as other apparel and athletic gear.

     Expand Site Infrastructure to Support Growth. We intend to continue to
invest in technologies and site infrastructure and to enhance the functionality
of our sites. This will enable us to better serve existing users and to provide
robust platforms to support growth. In the near term, we expect to make
substantial investments in the integration of Web and database technologies to:
 

   o allow increased customization and personalization of the online shopping
    and community experience;

     o employ basket analysis and other cross-selling strategies; and

   o enable broadcast e-mails to customers based on purchasing histories and
    demographic characteristics and other valuable database-driven techniques
    for increasing revenue per customer.


The iTurf Network
     The iTurf network is currently composed of the iTurf.com home page and the
ten sites described below:


Community Sites


<GRAPHIC OMITTED>



E-commerce Sites


gURL.com offers Web/zines and community features targeting teen girls and
featuring chat, posting boards and other interactive functionality.


<GRAPHIC OMITTED>




<GRAPHIC OMITTED>



gURLnet.com is a network of third-party Web sites featuring content designed
for Generation Y females.


<GRAPHIC OMITTED>





<GRAPHIC OMITTED>



gURLpages.com is a free home-page hosting service that offers users disk space
and publishing tools to create their own sites quickly and easily in one of 23
topically organized sub-communities.


<GRAPHIC OMITTED>





<GRAPHIC OMITTED>



dELiAs.cOm is a commerce site based on the dELiA*s print catalog selling
apparel, accessories, footwear and cosmetics to Generation Y girls and young
women.
gURLmAIL.com is a free Web-based e-mail service that is open to users who
register and provide certain demographic information.

<GRAPHIC OMITTED>





<GRAPHIC OMITTED>





<GRAPHIC OMITTED>



TSISoccer.com is a commerce site based on the TSI Soccer print catalog selling
soccer merchandise, including footwear, apparel and equipment.
discountdomain.com is a commerce site selling discounted merchandise (primarily
apparel) to Generation Y girls and young women who pay a monthly subscription
fee.
contentsonline.com is a commerce site based on the Contents print catalog
selling home furnishings, light furniture and household articles for a
Generation Y female's bedroom or dorm room.
droog.com is a commerce site based on the Droog print catalog selling apparel,
accessories and footwear to Generation Y boys and young men.
dotdotdash.com is a commerce site based on the dot dot dash print catalog
selling apparel, accessories and footwear to girls under age 13.

                                       37
<PAGE>

iTurf Community
     Our current community offerings are built around the gURL brand. Our gURL
sites serve hundreds of thousands of registered Generation Y users. We believe
that we have built a cultural environment in which our users feel comfortable,
safe and secure. These traits are critical for attracting and retaining
visitors. Our gURL sites collectively accounted for less than five percent of
our revenues in fiscal 1998.



<GRAPHIC OMITTED>



     gURL Web/zine. The gURL web/zine is our flagship editorial product. gURL
presents a different approach to the experience of being a teen girl. It is
committed to discussing issues that affect the lives of Generation Y females in
a non-judgmental, personal way. Through honest writing, visuals and liberal
sense of humor, gURL seeks to provide its audience a new way of looking at
subjects that are crucial to their lives. gURL chooses the subjects it covers
carefully and deals frankly with issues such as sexuality, emotions and body
image.

     The gURL web/zine presents regularly-updated articles, series and games in
five principal departments:

     o Looks Aren't Everything--a love/hate look at beauty culture, including
       signature feature series such as "On Being Hairy," "The Boob Files," and
       "Virtual Makeover;"

     o Deal With It--getting through the day, the date and the rest of the hard
       stuff...a whole new take on your body, brain and life as a teen gURL;

     o Where Do I Go From Here?--decisions, directions and different ways of
       getting a life;

     o Ha!--real girl comics...the sad but true funny pages; and

     o Exhibitionist--where we show off art, poetry and prose by girls, for
       girls and stuff that matters to girls and see what they have to say about
       it.

The gURL site offers content from three resources:

     o proprietary content developed by our staff writers and designers as well
       as free-lancers operating under work-for-hire or exclusive license
       arrangements;

     o user-generated content, such as postings and poetry submissions; and

     o licensed third party content, such as music news from SonicNet and film
       trailers from Film.Com.

     We attract traffic to our sites by offering compelling, topical and
regularly-updated content. The gURL site has received a number of awards for
its content and community services, including a 1998 Webby award for best site
in the "living" category and a 1997 I.D. Magazine Interactive Media Design
award. The quality and increasing recognition of content from the gURL Web site
and of the gURL brand have created ancillary licensing opportunities for iTurf.
We expect to publish a book in the fall of 1999 for teen girls based upon
editorial content drawn from and inspired by the gURL.com site. We are
currently in negotiations with two major book publishers, and expect to title
the book "DEAL WITH IT: A whole new approach to your body, brain and life as a
teenage gURL." In addition, Andrews McMeel, the leading publisher of calendars
in the U.S., will publish gURL-branded engagement and wall calendars in the
fall of 1999.

     In fiscal 1998, the gURL site accounted for less than 5% of our revenues.

     gURL Connection Chat and Posting Boards. gURL Connection is the
password-protected members-only area of gURL.Com that offers a safe environment
for teen girls to interact freely with their peers. Our Web sites provide both
text-based and graphical-based Palace[TM] chat services to a membership base of
well over 140,000 members. Chat is a critical part of establishing a place for
gURL's users to "hang out" and transforming gURL into a premier destination for
Generation Y.

     gURL's signature "Shout Out" posting boards provide intensely personal and
compelling media for members of the gURL community to share ideas, express
themselves and learn about others. The


                                       38
<PAGE>

posting boards provide the gURL community with a continual source of
user-generated content. Most recently, we have begun to leverage that content
into another web/zine, "Mouthpiece," consisting of user-generated content drawn
from the "Shout Out" boards. In fiscal 1998, this Web site accounted for less
than 5% of our revenues.



<GRAPHIC OMITTED>



     gURLnet is a gURL-branded network of third-party sites featuring content
designed for, and, in many cases, created by Generation Y females. gURLnet
offers the gURL community a selection of engaging content from diverse sources
across the Internet. gURLnet is the product of an alliance between iTurf and
ChickClick, a network of third party sites featuring content primarily for
women in their 20's and 30's. gURLnet is featured as the "teen channel" of
ChickClick.com. Each site links to and from the gURLnet home page and
identifies itself as a member of the gURLnet. In addition, each gURLnet member
site promotes the gURL Connection as the community of gURLnet. In fiscal 1998,
this Web site accounted for less than 5% of our revenues.



<GRAPHIC OMITTED>



     gURLpages is one of the world's largest communities of personal teen
sites. We provide users with free disk space and publishing tools to create
their own sites quickly and easily. The sites are organized into 23 topically
organized sub-communities. These communities include entertainment-oriented
topical groupings such as "Movies," "Music" and "TV;" more expressionist areas
such as "Activism," "Comix" and "Ranting and Raving;" and for the users for
whom community means anarchy, "I Am Uncategorizable." Users are encouraged to
become and remain active participants in the gURL community by updating their
sites and communicating with others through the free e-mail, chat and
bulletin-board services we provide. We offer links from the gURL web/zine to
particularly compelling gURLpages for users seeking greater involvement and
recognition within the community. With hundreds of new gURLpages being created
each day, gURLpages has grown quickly since its launch in June 1998, and had
approximately 135,000 registered page owners as of March 1, 1999. gURLpages is
hosted by Lycos, Inc. In fiscal 1998, this Web site accounted for less than 5%
of our revenues.



<GRAPHIC OMITTED>



     gURLmAIL offers free Web-based e-mail accounts to users who register by
providing certain demographic information. Participants can register for and
receive e-mail addresses at gURLmAIL.com that enable them to send and check
their e-mail from anywhere in the world via the Internet. gURLmAIL has grown
quickly since its launch in February 1998, and had approximately 343,000
registered users as of March 1, 1999. gURLmAIL is hosted by Lycos, Inc. In
fiscal 1998, this Web site accounted for less than 5% of our revenues.


iTurf E-commerce
     Each of our e-commerce sites, other than discountdomain.com, is based on a
print catalog published by our parent. These sites translate the distinctive
look and editorial voice of the corresponding print catalog onto the Internet,
adding interactive functionality to make shopping an entertaining experience.
Each site is designed to be intuitive and easy to use, enabling the ordering
process to be completed with a minimum of customer effort. All of these sites
offer real-time product availability information, with the exception of
TSISoccer.com, which we expect will offer real-time availability information in
the future.


                                       39
<PAGE>



<GRAPHIC OMITTED>



     We have generated a substantial majority of our revenue from the sale of
apparel, accessories and footwear on the dELiAs.cOm site, which was launched in
May 1998. Product sales and advertising on dELiAs.cOm accounted for
approximately 74% of our revenues in fiscal 1998. Apparel ranges from basics,
such as jeans, shorts and t-shirts to more fashion-oriented apparel, such as
woven and knit junior dresses and swimwear. Our footwear selections include
sneakers, sandals, boots, flats and platforms. Accessories include sunglasses,
watches, costume jewelry and cosmetics. In August 1998, we also began selling a
limited selection of music compact discs.

     dELiAs.cOm features branded merchandise from a diverse group of more than
90 vendors, at any one time, complemented by our parent's private label
products. We believe the strong customer acceptance of the dELiA*s brand helps
make the dELiA*s catalog and, by extension, our dELiAs.cOm site, preferred
outlets for certain vendors, some of which occasionally provide merchandise on
an exclusive basis. Brands currently offered through dELiAs.cOm include
nationally recognized names such as Vans, Paris Blues and Roxy (Quicksilver),
as well as brands focused on the Generation Y market, including Dawls, Free
People (Urban Outfitters), Greed Girl (kikwear), Tag Rag, 26 Red Sugar and Yak
Pak. We also offer brands from emerging designers that differentiate dELiAs.cOm
from other retailers and help to establish dELiAs.cOm as a fashion resource for
girls and young women. Emerging brands currently featured on dELiAs.cOm include
Buggirl, Girl Star, Itsus, Malibu, New Breed, Paul Frank, Starlette, TO2 and
Tractor.

     We organize products into 11 categories, each divided into styles. For
example, the "Dresses" category is divided into "Casual" and "Fancy" styles.
Most products are shown both in a still photograph and on teen models, whose
expressions and poses convey the dELiA*s attitude. At any one time, the site
presents graphical depictions of 180 to 300 product styles offered in more than
1,000 stock keeping units. In addition, customers can purchase products from an
older dELiA*s catalog by entering an item number from the catalog.

     dELiAs.cOm also offers a gift registry, an e-mail mailing list and links
to content on gURL.com. We believe these features increase the frequency with
which customers return to our site and make purchases. Additionally, we will
continue to explore other technology-based aids that enhance the shopping
experience such as basket analysis, other cross-selling strategies and
high-resolution graphics systems.

<GRAPHIC OMITTED>


 
     TSISoccer.com is our second largest source of merchandise sales,
accounting for approximately 11% of our revenues in fiscal 1998. The site
offers a full range of soccer merchandise, including footwear, apparel and
equipment, almost all of which consists of products from the leading suppliers
of athletic footwear and apparel, including adidas, Nike, Reebok and Puma, as
well as manufacturers of well-known specialty brands, such as Umbro and Mitre.
Our parent's relationships with these suppliers enable us to offer an
exceptionally broad and deep product selection, including premier branded
products, which typically have limited distribution.

     TSISoccer.com offers over 7,000 stock keeping units, including men's,
women's and children's styles, as well as difficult-to-find sizes, special team
colors and product color combinations. We believe that few other direct
marketers currently offer as complete a line of soccer footwear, apparel and
equipment as that offered by TSISoccer.com.

     TSISoccer.com, like the TSI Soccer catalog, positions itself as more than
an online store; it is also an online soccer resource with links to
soccer-related sites on the Web.



<GRAPHIC OMITTED>



     discountdomain.com is a subscription site that offers access to close-out
merchandise at discount prices from the dELiA*s catalog and vendor closeouts of
other products. discountdomain.com accounted for approximately 8% of our
revenues in fiscal 1998. In exchange for a $5.00 fee charged automatically


                                       40
<PAGE>

each month, members can access a password-protected area where discounted
merchandise can be purchased online.

     discountdomain.com organizes merchandise into "closets" of four characters
with wardrobes that fit their distinctive personalities:

   o cORdELiA--"She's into shooting stars in more ways than one. When she is
    not starting on the court, she's staring into space, outer space. She's
    torn between basketball and astrophysics, but she's set on her
    sport-infused look. She's been wearing track pants to school before it was
    cool. Luckily her fashion persona is versatile enough to span both worlds
    (who has time to make major fashion changes with two major life ambitions
    to fulfill?)."

   o CeciLiA--"More of a boy magnet than a priss. She dresses girly cuz she
    knows the boys dig it. Maybe she's the good seed in the evil Heathers
    clique - la Winona. Other girls may want to hate her for her popularity,
    but she is so gosh-darn nice, they just can't. Her charms extend beyond
    the social, too. She can turn a public speaking assignment into a comedy
    monologue and the cafeteria into a one-woman cabaret."

   o oPheLiA--"She's all about individuality and wears whatever she wants. She
    even kinda likes freakin people out a little bit. 'Funky' girl, can dip
    into the hippy thing but in a glammy non-granola way. She's one of those
    'old soul' types (like, deep), but she's also the kinda girl who would
    wear pj's to school just because she felt like it. Eventually, she intends
    to make her own clothes."

   o aMeLiA--"She's the tomboy, best friend of all boys who will later in life
    lament not making the moves on her when they had the chance. She's of the
    vaguely but unthreateningly tough wallet-on-a-chain breed. She could
    either be a totally grounded psychological extension of her wardrobe or
    just prefer to cloak her insane self in 'classic' styles in order to
    provide some kind of anchor."

Each closet holds 12 to 24 products that are available in 200 to 400 stock
keeping units. The closets are updated weekly and a majority of the inventory
turns over monthly.



<GRAPHIC OMITTED>



     contentsonline.com offers home furnishings, light furniture and household
articles targeted at Generation Y females. The merchandise is drawn from the
Contents print catalog. Such items include sheets and other bedding, lamps,
organizers and other products designed with a Generation Y girl's bedroom or
dorm room in mind. We believe that few, if any, retailers, online or off-line,
target this market.

     contentsonline.com presents products in a variety of ways, including
"design-your-room" editorial features, presentations of stylized, decorated
rooms, still shots of individual products, and a "Gizmos and Gifts" area that
suggests gift products in particular price ranges. contentsonline.com typically
presents approximately 60 products and allows customers to order additional
products if they have a Contents catalog and enter an item number. In fiscal
1998, this Web site accounted for less than 5% of our revenues.



<GRAPHIC OMITTED>



     droog.com offers apparel, footwear and accessories for Generation Y males
from our parent's new Droog print catalog. The site captures the stylized
character of the Droog catalog through a distinctive font and a terse editorial
voice that speaks to its target market. Users can order from approximately 125
products comprising over 450 stock keeping units. Our parent mailed the first
issue of the catalog in October 1998 and we launched the droog.com site in
November 1998. In fiscal 1998, this Web site accounted for less than 5% of our
revenues.


                                       41
<PAGE>



<GRAPHIC OMITTED>



     dotdotdash.com offers apparel, footwear and accessories for girls under
age 13 from our parent's new dot dot dash catalog. The site's playful graphics
and icons are designed to appeal the sense of fun of its young target market.
Users can order approximately 125 products, comprising over 500 stock keeping
units. Currently, users need a dot dot dash print catalog to place an order.
Our parent mailed the first issue of dot dot dash in March 1999 and we launched
the dotdotdash.com Web site that month. Since its launch, this site has
accounted for less than 5% of our revenues.


Marketing and Promotion
     To date we have done little advertising and marketing apart from
advertising in our parent's print catalogs. We intend to expand our advertising
and marketing efforts following the closing of this offering. Our marketing
strategy will be to promote, advertise and increase the visibility of our
brands and acquire new customers through multiple channels, including:

     o traditional and Internet advertising;

     o direct marketing to existing and potential customers;

     o expanding and strengthening strategic alliances with our Web sites; and

     o expanding our affiliate network and linking programs.

     We believe that the use of multiple marketing channels reduces reliance on
any one source of customers, lowers customer acquisition costs and maximizes
brand awareness.

     Traditional and Internet Advertising. We advertise our sites in our
parent's retail and catalog properties. Our Web site addresses can now be found
on the cover and on nearly every page of our parent's catalogs, as well as on
point-of-sale displays at our parent's retail stores. In addition, we have
found bind-in cards inserted in our parent's catalog to be a significant driver
of traffic to the dELiAs.cOm and gURL.com sites. iTurf will be the exclusive
e-commerce and community based Internet advertiser in our parent's catalogs
following this offering. We may also pursue a targeted, traditional media-based
advertising campaign that may include television, radio, print and event-based
advertising. We may pursue advertising in the teen fashion and lifestyle
magazines in which our parent has advertised successfully. Following the
closing of this offering, we intend to expand our activities to include
targeted online advertising to promote both our brand names and specific
merchandising opportunities. We also intend to test online banner advertising
and sponsorship opportunities on sites specifically targeted to Generation Y.

     Direct Marketing. We use direct marketing techniques to attract and retain
customers. Our parent's proprietary database of catalog requesters contains in
excess of 500,000 e-mail addresses. We send regular broadcast e-mails to these
addresses as well as to our own customers. We intend to expand our use of
broadcast e-mail to include more targeted messages and promotions to specific
segments of our list and to include embedded graphic images within e-mail to
customers who have the ability to view them. We also offer special discounts
and promotional offers from time to time on our sites to drive sales. We
promote these offers through print catalog advertising and e-mails. We may also
use direct mail to access individuals from our parent's proprietary database.

     Strategic Alliances. We have entered into a variety of relationships with
several sites to build traffic and attract customers. We have created satellite
dELiAs.cOm stores on Yahoo! Shopping and CatalogCity.Com and have tenancy
positions in the shopping area on AOL.com and Fashionmall.com. In addition, we
are the exclusive provider of soccer merchandise on Sportsite.Com. We intend to
expand our use of these kinds of alliances in the future. We will carefully
evaluate each potential alliance and strive to ensure that any fees associated
with it are cost-effective in terms of the potential customers to be acquired,
potential revenue to be generated, level of exclusivity and brand exposure.

     Affiliate Program.  We recently created the dELiA*s Affiliate Network, a
grass-roots marketing tool designed to increase our exposure on the Internet
and generate sales. In order to join the dELiA*s Affiliate Network, prospective
affiliates complete an automated application form online that is generally


                                       42
<PAGE>

approved within 48 hours by a member of our staff. Registered affiliates are
paid a referral fee, in most cases 5% of the net invoice value for any sale
generated via the affiliate's link to our e-commerce sites, less any returns.
We promote the program via links on dELiAs.cOm and through LinkShare, our
affiliate marketing partner. These agreements are terminable at will by either
party.


Advertising and Sponsorship Sales
     We believe our Web properties provide unique access to the Generation Y
market, an audience that is not easily available through other media. As a
result, a variety of marketers are interested in using our Internet properties.
Typical agreements relating to banner advertising provide for placement of
small advertisements on a specified number of Web pages, have a short duration
and are measured only by page views. We intend to explore sponsorship,
promotional and distribution arrangements that generally have longer terms and
higher dollar values than typical banner advertising deals to support broad
marketing objectives, including branding, awareness, product introductions,
online research and editorial integration.


     Although they are not material to our business, we currently participate
in revenue sharing arrangements for banner advertisements placed on our sites
with Lycos, Inc. for our gURLmAIL and gURLpages sites, ChickClick.com for our
gURLnet site, and SonicNet for the co-branded music news area on gURL.com. In
these arrangements, these parties typically provide iTurf and its users with
Web-based software applications or content and sell the advertising inventory
placed in or adjacent to the content. These parties pay to iTurf a percentage
of the ad sales revenue generated by iTurf. We intend to develop a marketing
and sales team to better understand advertisers' needs and to better target the
Generation Y community. Advertising and sponsorship sales accounted for
approximately 11% of our revenues in fiscal 1998.


International Markets
     We intend to market our goods and services to customers in foreign
countries. Historically, our parent has not extensively marketed its catalogs
in foreign countries due to prohibitive mailing costs. However, we believe we
can market outside the United States through the Internet at a fraction of the
cost of direct mail marketing. Both our parent and we have extensive customer
and user files including individuals from more than 140 countries. For example,
approximately 19% of gURLmAIL users reside outside of the United States.


Warehousing and Fulfillment
     Our parent provides warehousing and order fulfillment services to iTurf
pursuant to the intercompany services agreement. Each of our e-commerce sites,
except for TSISoccer.com, is fully integrated into our parent's sophisticated
warehouse fulfillment system. Our parent processes and fulfills our customer
orders through its 354,000 square foot warehouse and fulfillment center in
Hanover, Pennsylvania. The system monitors the in-stock status of each item
ordered, processes the order and generates warehouse selection tickets and
packing slips for order fulfillment operations.


     We ship a majority of our customer orders within 48 hours of credit
approval. If a customer places an order using a credit card owned by another
customer and the order exceeds a specified monetary threshold, the order is
shipped only after we have received verbal confirmation of the sale from the
cardholder. Customers generally receive orders within three to five business
days after shipping. Currently, approximately 99% of all shipments are made
through United Parcel Service or the United States Postal Service. A shipping
and handling fee is charged on each customer order, based on the total price of
the order. Our parent's fulfillment systems automatically determine the most
cost effective method of shipping each order.


Technology and Systems
     We have implemented a broad array of site management, customer service,
transaction-processing and fulfillment services and systems using a combination
of our own proprietary technologies and commercially available licensed
technologies.


                                       43
<PAGE>

     Our product order processing is primarily handled by a mature, widely used
software application licensed by our parent, called MACS II, and by a software
application licensed by us called WebOrder that:

     o accept and validate orders;

     o organize and manage orders with suppliers;

     o receive product and assign it to customer orders;

     o manage shipments; and

     o  integrate inventory management, purchasing and accounting.

MACS II and WebOrder are licensed from and supported by their developer,
Smith-Gardner Associates. These systems handle multiple shipment methods,
credit card transaction processing and automated customer communication. They
allow the customer to choose whether to receive single or multiple shipments
based on availability.

     Our community services, other than gURLmAIL and gURLpages, are primarily
run on internally-developed database applications. The gURLmAIL and gURLpages
operating technology and software were developed and are operated and supported
by Lycos, Inc. Our various Internet applications run on both the UNIX and
Windows NT operating systems, on computers located in our offices. AT&T and
Cable & Wireless plc currently provide our Internet connection. We have
contracted with Lycos, AT&T and Cable & Wireless plc for these services. These
contracts have 12 to 36 month terms.

     In response to capacity concerns and site development needs, in fiscal
1998, we increased the number of computers that run our Web sites from three to
ten and installed a considerably more powerful system for online catalog
navigation functions. We intend to continue to invest in technologies that will
handle growth in traffic and e-commerce and Web site infrastructure to enhance
the functionality of our sites.


Customer Service
     We employ Web-savvy customer service representatives who assist our
electronic commerce customers by e-mail and telephone seven days a week. We
support our community offerings principally by e-mail. We set internal goals of
returning customer e-mail within 24 hours of receipt. Lycos Inc. provides
customer service for both gURLmAIL and gURLpages.

     In addition, our parent handles routine customer service issues, such as
order tracking. Our parent maintains three call centers, two of which are
staffed 24 hours a day, seven days a week, with more than 400 stations.
Following the closing of this offering, we expect to provide e-mail based
customer service for our parent's print catalogs.


Competition
     E-Commerce. The apparel, footwear, accessories and home furnishings
industries and the athletic goods and soccer specialty markets are highly
competitive. We expect competition in these markets to increase. Our
dELiAs.cOm, contentsonline.com, discountdomain.com, droog.com and
dotdotdash.com sites compete with traditional department store retailers, as
well as specialty apparel and accessory retailers, for teen and young-adult
customers. We also compete with other catalog retailers and direct marketers,
some of which may specifically target our customers. TSISoccer.com competes
with several other soccer specialty direct marketers and soccer specialty
retailers, as well as general athletic merchandise retailers.

     There are few barriers to entry in the Generation Y apparel and
accessories market and in the soccer specialty market. We believe that our
recent success in the Generation Y apparel market has attracted the attention
of other direct marketers, as well as store-based retailers and apparel
manufacturers, some of which have entered or are likely to enter this market.
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 could have a material adverse effect on iTurf.


                                       44
<PAGE>

     Internet Community Services. The market for community services is highly
competitive, and we expect competition to continue to increase significantly.
There are no substantial barriers to entry in these markets. We compete with
many providers of community services, including companies that attempt, as we
do, to target Generation Y consumers. In addition, high-traffic, mass-market
Web sites, such as the Regional Bell Operating Companies or internet service
providers such as Microsoft and America Online, currently offer and could
further develop or license the products and services we offer. They could take
actions that make it more difficult for consumers to use our services. This may
provide those companies with significant competitive advantages that could have
a material adverse effect on our business, results of operations and financial
condition.

     A large number of sites and online services offer informational and
community features, such as news, stock quotes, sports coverage, Yellow Pages,
e-mail listings, chat services and bulletin board listings that are competitive
with the services we offer. These sites include Microsoft, AOL and other Web
navigation companies such as Yahoo!, Excite, Lycos and Infoseek. A number of
companies, including HotMail, which was recently acquired by Microsoft, offer
Web-based e-mail services similar to those we offer in tandem with larger
navigational sites and online services.

     We also compete with traditional offline media such as television, radio
and print for a share of advertisers' total advertising budgets. We believe the
number of companies selling Web-based advertising and the available inventory
of advertising space have increased substantially during recent periods.

     We believe that the principal competitive factors in our markets are:

     o brand recognition;

     o ease of use;

     o comprehensiveness;

     o quality of content and products;

     o access to end users; and

     o with respect to advertisers and sponsors, the number of users, duration
       and frequency of visits and user demographics.

     Competition among Internet navigational and informational services,
high-traffic Web sites and other media for advertising placements could result
in significant price competition and reductions in advertising revenue.

     Many of our competitors, have significantly greater financial, technical,
marketing and distribution resources. In addition, providers of Internet tools
and services may be acquired by, receive investments from, or enter into other
commercial relationships with larger, well-established and well-financed
companies, such as Microsoft or AOL. Greater competition resulting from such
relationships could have a material adverse effect on our business, operating
results and financial condition.


Employees

     We currently employ approximately 40 persons who devote all or
substantially all of their time to our business. In addition, approximately
1,080 of our parent's employees provide services to us pursuant to the
intercompany agreements. None of our employees are represented by unions, and we
consider relations with our employees to be good.


Legal
     iTurf is not involved in any legal proceeding that management believes
would have a material adverse effect on our business, results of operations or
financial condition.

     On October 8, 1998, the Federal Trade Commission notified our parent that
the dELiA*s print catalog and dELiAs.cOm were in violation of federal
regulations under the Wool Products Labeling Act and the Textile Fiber Products
Identification Act. Under the regulations, when a wool product or textile fiber
product is advertised in a mail-order or online catalog, the description of
that product must contain a clear and conspicuous statement that the product
was either made in the U.S.A., imported, or both. In November 1998,


                                       45
<PAGE>

our parent agreed to enter into a Consent Order with the FTC, under which it
would not have to pay any fine or incur any other type of sanction. We believe
that the Consent Order will be finalized early in 1999, and that it will
provide that our parent in the future will not violate the regulations
described above directly or through any subsidiary, including iTurf. We believe
that our parent has updated the dELiA*s print catalog and dELiAs.cOm to make
them comply with the regulations. Under the Consent Order, iTurf will be
required to comply with record-keeping requirements and make its employees
aware of the Consent Order. Failure to comply with the Consent Order could
subject our parent and iTurf to substantial civil penalties. The Consent Order
will terminate after 20 years.

     The U.S. Congress recently enacted the Children's Online Privacy
Protection Act of 1998. The principal provisions of the law become effective on
the later of (1) April 21, 2000 and (2) the date on which the Federal Trade
Commission issues a first ruling on applications for safe harbor treatment
under the Act if the Commission does not rule on the first such application by
October 21, 1999, but in no case later than April 21, 2001. This act generally:
 

   o makes it unlawful for an operator of a Web site or online service
    directed to children under age 13, and any operator that has actual
    knowledge that it is collecting personal information from such a child, to
    collect personal information from the child without having obtained
    verifiable parental consent; and

   o prohibits conditioning the participation of a child under age 13 in a
    game, the offering of a prize, or another activity on the child disclosing
    more personal information than is reasonably necessary to participate in
    such activity.

     The Federal Trade Commission has not yet promulgated regulations
interpreting this act. iTurf depends on collecting personal information from
its customers in its businesses. We believe that the promulgation of
regulations under this act will make it more difficult for us to collect
personal information from our customers. iTurf is extremely respectful of the
privacy of its customers, members, users and subscribers. It does not currently
rent or otherwise provide its customer lists to third parties, except to our
parent.


Facilities
     Our principal offices are located at 435 Hudson Street, New York, New York
10014. We have historically shared them with our parent, which leases the
property under a lease that expires in 2007. Following this offering, we expect
to continue to use a portion of this property pursuant to a space-sharing
arrangement with our parent. As we expand, we expect that suitable additional
space will be available on commercially reasonable terms, although no assurance
can be made in this regard. We do not own any real estate.


                                       46
<PAGE>

                                  MANAGEMENT

Executive Officers, Directors and Key Employees
     The executive officers, directors and key employees of iTurf, their ages
as of March 1, 1999, and their respective positions with iTurf are as follows:



<TABLE>
<CAPTION>
               Name                   Age                  Position(s)
- ----------------------------------   -----   ---------------------------------------
<S>                                  <C>     <C>
  Executive Officers and Directors
   Stephen I. Kahn ...............    33     President, Chief Executive Officer and
                                             Chairman of the Board of Directors
   Dennis Goldstein ..............    33     Chief Financial Officer and Treasurer
   Alex S. Navarro ...............    30     Chief Operating Officer and Secretary
   Oliver Sharp, Ph.D. ...........    32     Chief Technology Officer
   Renny Gleeson .................    30     Senior Vice President--Marketing
   Christopher C. Edgar ..........    33     Vice President and Director
   Evan Guillemin ................    33     Vice President and Director
   Beth Vanderslice ..............    35     Director Designee
   Thomas R. Evans ...............    44     Director Designee
  Key Employees
   Esther Drill ..................    30     Executive Editor--gURL
   Heather McDonald ..............    28     Senior Producer--gURL
   Catherine Mouttet .............    28     Art Director--E-Commerce
   Rebecca Odes ..................    30     Creative Director--gURL
</TABLE>

     Stephen I. Kahn has served as Chairman of the board of directors,
President and Chief Executive Officer of iTurf since its incorporation in 1997.
He has served as Chairman of the board of directors and Chief Executive Officer
of our parent since October 1996, and until recently served as its President.
He was the President and Chief Executive Officer of dELiA*s LLC (the
predecessor of our parent) and a member of the board of managers of dELiA*s LLC
from the time he co-founded our parent's business in 1993 until October 1996.
Mr. Kahn is a director of Happy Kids Inc., a publicly-traded designer and
marketer of custom-designed, licensed and branded children's apparel, and
Danier Leather Inc., a publicly-traded integrated designer, manufacturer and
retailer of high-quality, high-fashion leather and suede clothing.

     Dennis Goldstein has served as Chief Financial Officer and Treasurer of
iTurf since January 1999. Prior to joining iTurf, Mr. Goldstein was the Vice
President for Corporate Development of Paulaur Corporation, a manufacturing
firm. From 1992 to 1997, he worked in a variety of capacities for Boston
Consulting Group, Inc., a management consulting firm. From 1990 to 1992, Mr.
Goldstein attended the Stanford University Graduate School of Business,
receiving an MBA. From 1987 to 1990, he was a financial analyst with Morgan
Stanley & Co., Incorporated, an investment banking firm.

     Alex S. Navarro has served as Chief Operating Officer and Secretary of
iTurf since December 1998. He previously served as Senior Vice President in
charge of iTurf's operations from December 1997 to December 1998. Mr. Navarro
has served as Senior Vice President--Development and Legal Affairs, General
Counsel and Secretary of our parent since April 1997. Prior to joining our
parent, Mr. Navarro was associated with the law firm of Proskauer Rose LLP from
1994 until 1997. From 1993 to 1994, Mr. Navarro was a law clerk to the Hon.
Robert J. Wilentz, Chief Justice of the Supreme Court of New Jersey.

     Oliver Sharp, Ph.D. has served as Chief Technology Officer of iTurf since
February 1999. He previously worked for Microsoft Corporation, a computer
software company. He held a variety of positions with Microsoft, and most
recently was the assistant to the chief executive officer's technical
assistant. From 1995 to 1996, he was a principal in Colusa Software, a software
developer, which was subsequently acquired by Microsoft. From 1989 to 1995, he
was a researcher in the physics department of Lawrence Livermore National
Laboratory.

     Renny Gleeson has served as Senior Vice President--Marketing of iTurf
since January 1999. Prior to joining iTurf, Mr. Gleeson served as Creative
Director of Darwin Digital, the interactive advertising unit


                                       47
<PAGE>

of Saatchi and Saatchi Advertising from 1997 until 1999. From 1996 to 1997, he
was the Art Director for CyberSites, Inc., a developer of CD-ROMs and on-line
games. From 1994 to 1996, he was the studio manager for the Robert Gober
Company, a contemporary sculpture firm. Prior to that, he worked in the high
yield trading department of Bear Stearns Inc., an investment banking firm.

     Christopher C. Edgar has served as a Vice President and as a member of the
board of directors of iTurf since iTurf's incorporation in 1997. Mr. Edgar has
served as Executive Vice President, Chief Operating Officer and a Director of
our parent since October 1996, and was recently elected Vice Chairman of its
board of directors. He was Executive Vice President of dELiA*s LLC and a member
of the board of managers of dELiA*s LLC from the time he co-founded our
parent's business in 1993 until October 1996. Mr. Edgar oversees catalog
publishing, marketing, merchandising and inventory management at our parent.

     Evan Guillemin has served as a Vice President of iTurf since January 1999
and joined the board of directors of iTurf in January 1999. Mr. Guillemin
previously served as Chief Financial Officer of iTurf from 1997 to 1999. Mr.
Guillemin has served as Chief Financial Officer and Treasurer of our parent
since July 1996 and was recently elected President of our parent. Prior to
joining our parent he was employed by K-III Communications Corporation, a media
investment company, first as an associate with and later as a director of
acquisitions. From 1992 to 1994, he was executive vice president of Observer
Publications of The New York Observer Co., with responsibility for the sales,
marketing and finance for that company's regional newspaper group.

     Beth Vanderslice has been elected and has agreed to serve as a director of
iTurf effective upon the commencement of this offering. Ms. Vanderslice has
served as President of Wired Digital, Inc., a provider of Web-based products
and services, including Hot Bot, Hot Wired and Wired News, since her promotion
from Vice President of Marketing in April 1997. Wired Digital is in the process
of being acquired by Lycos, Inc., a provider of Web navigational, community and
commerce services. Prior to joining Wired Digital in March 1995, Ms.
Vanderslice was a Vice President from 1994 to 1995 at H.W. Jesse & Co., an
investment banking and business strategy consulting firm in San Francisco. From
1992 to 1994, she was a Principal at the investment banking firm of Sterling
Payet Company. Ms. Vanderslice has also served as a director of Wired Ventures,
the privately held parent company of Wired Digital, since October 1998.

     Thomas R. Evans has been elected and has agreed to serve as a director of
iTurf effective upon the commencement of this offering. Mr. Evans has served as
the Chief Executive Officer and President of Geocities, the world's largest and
one of the fastest-growing communities of personal Web sites on the Internet,
since April 1998. From 1991 to April 1998, Mr. Evans served as President and
Publisher of U.S. News & World Report, a magazine that reports on domestic and
international current events. From January 1997 to April 1998, Mr. Evans also
served as President and Publisher of The Atlantic Monthly, a magazine that
features articles on art, literature, politics and technology. In addition,
from May 1995 to April 1998, Mr. Evans also served as President and Publisher
of Fast Company, a magazine that showcases business people and ideas.

     Esther Drill,  a co-founder of gURL Interactive, served as Executive
Editor of gURL, for gURL Interactive from 1996 to 1997, and then for iTurf
since we acquired gURL Interactive in December 1997. From 1995 to 1997, she was
enrolled in the Interactive Telecommunications Program at New York University.
From 1993 to 1995, she worked as an assistant to faculty members of the Kennedy
School of Government at Harvard University.

     Heather McDonald,  a co-founder of gURL Interactive, served as Senior
Producer of gURL, for gURL Interactive from 1996 to 1997, and then for iTurf
since our acquisition of gURL Interactive in December 1997. From 1995 to 1997,
she was enrolled in the Interactive Telecommunications Program at New York
University. From 1993 to 1995, she worked as an assistant producer for 3D0
Company, a developer of CD-ROM games.

     Catherine Mouttet  has served as iTurf's art director for e-commerce,
including dELiAs.cOm, since 1998. She worked as an independent art designer
from 1997 to 1998. From 1996 to 1997, she worked as a senior web designer for
Concrete Media, a Web design firm, and from 1994 to 1995, she was the art
director of FashionInternet.com, a Web site devoted to fashion.

     Rebecca Odes, a co-founder of gURL Interactive, has served as Creative
Director of gURL, for gURL Interactive from 1996 to 1997, and then for iTurf
since our acquisition of gURL Interactive in December


                                       48
<PAGE>

1997. From 1995 to 1997, she was enrolled in the Interactive Telecommunications
Program at New York University. From 1993 to 1995, she worked for or was
engaged in a freelance capacity as a designer and illustrator for SonicNet,
Razorfish, PBS, Kinderactive and X-Girl.


Board Committees
     Prior to or immediately following the closing of this offering, our board
of directors will establish an audit committee and a compensation committee of
our board of directors. The audit committee and the compensation committee will
each be comprised of our two independent directors who are not affiliated with
iTurf or our parent. The audit committee will be responsible for reviewing our
audited financial statements and accounting practices, and considering and
recommending the employment of, and approving the fee arrangements with,
independent accountants for both audit functions and for advisory and other
consulting services. The compensation committee will review and approve the
compensation and benefits for our key executive officers, administer our
employee benefit plans and make recommendations to the board of directors
regarding such matters. See "--1999 Stock Incentive Plan."


Director Compensation
     Non-employee directors are paid $2,000 for each board of directors meeting
attended and are entitled to reimbursement of all reasonable out-of-pocket
expenses incurred in connection with their attendance at full board and board
committee meetings.

     Under our stock incentive plan, each non-employee director will be granted
an option to purchase 50,000 shares of Class A common stock. Directors elected
prior to the date of this prospectus shall receive options with an exercise
price equal to the offering price of the Class A common stock to the public in
this offering. Directors elected after the date of this prospectus shall
receive options with an exercise price equal to the fair market value of the
Class A common stock on the date of grant. All options granted to non-employee
directors will become exercisable with respect to 12.5% of the covered shares
on each of the first eight six-month anniversaries of the date of grant,
assuming the non-employee director is a director on those dates. Those options
generally will cease to be exercisable 10 years from the date of grant. Upon a
"change of control" of iTurf, all options that have not yet expired will
automatically become exercisable. Directors who are affiliates of our parent
are not compensated for service as directors of iTurf, so long as our parent
beneficially owns at least 20% of our outstanding voting securities.


Compensation Committee Interlocks and Insider Participation
     Prior to this offering, our board of directors has not had a compensation
committee, and all compensation decisions relating to our executive officers
have been made by the full board of directors. Upon the closing of this
offering, the compensation committee will make all compensation decisions
regarding our executive officers. No interlocking relationship exists between
the compensation committee and the board of directors or compensation committee
of any other company, nor has any such interlocking relationships existed in
the past. Currently, Stephen I. Kahn serves on the compensation commitee of our
parent's board of directors. In fiscal 1998, Christopher C. Edgar was a member
of our parent's board of directors.


Executive Compensation
     No officer or employee of iTurf received total compensation, whether paid,
deferred or accrued, in excess of $100,000 in the year ended January 31, 1999
for services rendered to iTurf. During the year ended January 31, 1999, our
Chief Executive Officer, Stephen I. Kahn, received a salary of $100,000 from
our parent in his capacity as President, Chief Executive Officer and Chairman
of the board of directors of that company and options to purchase 376,000
shares of our parent's common stock. During the year ended January 31, 1998,
Mr. Kahn received a salary of $100,000 from our parent and an option to
purchase 80,000 shares of our parent's common stock. He did not receive any
other compensation from our parent during such periods except for perquisites
and other personal benefits, securities or property, which, in the aggregate,
did not exceed 10% of his total of annual salary and bonus during any
applicable year. In fiscal 1998, iTurf granted Mr. Kahn an option to purchase
503,125 shares of our Class A common stock at an exercise price of $9.36 per
share. This option constituted 35.4% of the


                                       49
<PAGE>

options granted to iTurf employees in fiscal 1998. The option expires on
January 1, 2009. The potential realizable value of this option, assuming the
market price of iTurf common stock appreciates in value from the date of grant
to the end of the option term at 5% or 10% annually, is $2,962,000 or
$7,505,000, respectively. Mr. Kahn did not exercise any options in fiscal 1998.
 


Employment Agreements and Change of Control Arrangements
     Messrs. Goldstein, Gleeson, Kahn, Navarro and Sharp have entered into
three-year agreements with iTurf providing for the continuation of their
respective employment in their current positions at minimum salaries of
$125,000, $100,000, $100,000, $125,000 and $125,000, respectively, a year plus
increases in salary and bonuses as the board of directors may from time to time
approve. If one of these executives dies, or, as a result of disability, is
unable to perform substantially all his duties for a period of nine consecutive
months, iTurf may terminate his employment not earlier than 30 days and not
later than 90 days after the expiration of the nine-month period, in which
event the executive or his heirs or estate will be entitled to his salary for
the remainder of the term of the agreement.

     Under our stock incentive plan, the vesting of all employee stock options
will be accelerated in some circumstances upon changes of control of iTurf. See
"--1999 Stock Incentive Plan--Change of Control."


1999 Stock Incentive Plan
     The following description of our stock incentive plan is a summary of the
material terms of the plan. The stock incentive plan is filed as an exhibit to
the registration statement of which this prospectus is a part. As of March 1,
1999, we have granted options to purchase an aggregate 1,419,688 shares of
Class A common stock. Christopher C. Edgar has been granted 86,250 options.
Dennis Goldstein has been granted 215,625 options. Renny Gleeson has been
granted 143,750 options. Evan Guillemin has been granted 86,250 options.
Stephen I. Kahn has been granted 503,125 options. Alex S. Navarro has been
granted 179,688 options. Each of these options vests over four years in
six-month intervals and expires ten years after the date of grant. The exercise
price per share for each of these options is $9.36.

     Purpose. The purpose of the stock incentive plan is to increase the
profitability and value of iTurf by enabling it to offer stock-based and other
equity interests in iTurf to employees, consultants and non-employee directors
to raise the level of stock ownership by such persons, thereby:

     o enhancing iTurf's ability to attract, retain and reward such
individuals; and

     o strengthening the mutuality of interest between such individuals and
iTurf's stockholders.

     Administration. The stock incentive plan is administered by the
compensation committee of our board of directors. This committee is intended to
be comprised solely of two or more directors who qualify as "outside directors"
under Section 162(m) of the Internal Revenue Code of 1986 and "non-employee
directors" under Rule 16b-3 of the Securities Exchange Act of 1934. The
compensation committee has authority and discretion to determine those
employees and consultants of iTurf and its subsidiaries eligible to receive
awards and the amount and type of awards.

     Available Shares and Other Units.

   o Maximum number of shares available under the plan. A maximum of 4,050,000
    shares of Class A common stock, subject to adjustment, may be issued or
    used for reference purposes with respect to stock appreciation rights
    under the plan.

   o Individual limits under the plan. The maximum number of shares of Class A
    common stock subject to each stock option or stock appreciation right that
    may be granted to any individual under the plan is 750,000 for each of our
    fiscal years during the term of the plan. If a stock appreciation right is
    granted in tandem with a stock option, it will apply against the
    individual limits for both stock options and stock appreciation rights,
    but only once against the maximum number of shares available under the
    plan.

   o Termination, cancellation or expiration of an award. The unissued shares
    of Class A common stock subject to terminated, cancelled or expired awards
    will again be available for awards under the plan, but will count against
    the individual specified limits for the applicable fiscal year.


                                       50
<PAGE>

   o Change in iTurf's business or capital structure. The compensation
    committee may make appropriate adjustments to the number and kind of
    shares available for awards and the terms of outstanding awards under the
    plan to reflect any change affecting our capital structure or business.

     Types of Awards. The stock incentive plan provides for the grant of any or
all of the types of awards listed below to eligible employees and consultants
of iTurf and its subsidiaries. In addition, the plan provides for one-time,
non-discretionary awards of stock options to non-employee directors of iTurf.
Awards may be granted singly, in combination, or in tandem, as determined by
the compensation committee.

     Stock Options. The compensation committee may grant awards in the form of
options to purchase shares of iTurf's Class A common stock. In general, the
following apply to all options granted:

     o options may be in the form of incentive stock options or non-qualified
       stock options;

     o consultants are not eligible to receive incentive stock options;

     o the compensation committee will determine the number of shares subject to
       each option, the term of the option, the exercise price per share of
       stock covered by the option, the vesting schedule and the other material
       terms of the option;

     o the term of an incentive stock option may not exceed ten years, but the
       term of an incentive stock option granted to a ten percent stockholder of
       iTurf may not exceed five years;

     o no option may be granted to a ten percent stockholder of iTurf at less
       than 110% of fair market value, except for modifications of the option
       deemed a new issuance under the Internal Revenue Code;

     o the option price may be paid by a participant in cash, in shares of Class
       A common stock owned by the participant free and clear of any liens and
       encumbrances, in shares of restricted stock under the stock incentive
       plan valued at the fair market value on the payment date as determined by
       the compensation committee, by a reduction in the number of shares of
       Class A common stock issuable upon exercise of the option with approval
       of the compensation committee; and

     o options under the stock incentive plan are subject to acceleration of
       vesting or immediate termination upon termination of employment in
       limited circumstances.

     In addition, if shares of Class A common stock are exchanged by a
participant as full or partial payment to iTurf, or for payment of withholding
taxes, in connection with the exercise of a stock option or the number of
shares of Class A common stock otherwise deliverable is reduced for payment of
withholding taxes, such exchanged or reduced shares will again be available
under the Stock Incentive Plan.

     Restricted Stock. The stock incentive plan authorizes the compensation
committee to award shares of stock that are deemed restricted pursuant to the
stock incentive plan to employees and consultants of iTurf and its
subsidiaries. Restricted stock under the stock incentive plan is subject to the
conditions and restrictions generally applicable to restricted stock, and those
specifically provided in the recipient's restricted stock award agreement. In
general:

     o unless otherwise determined by the compensation committee at grant,
       payment of dividends, if any, will be deferred until the date that the
       relevant share of restricted stock vests; and

     o recipients of restricted stock are required to enter into a restricted
       stock award agreement with iTurf that states the restrictions on the
       shares and the date or criteria on which the restrictions will lapse. The
       compensation committee may provide for the lapse of the restrictions in
       installments, or may accelerate or waive the restrictions.

Upon the award of restricted stock, the recipient has all the rights of a
stockholder with respect to the shares, unless otherwise specified by the
compensation committee at the time of grant.

     Stock Appreciation Rights. The stock incentive plan authorizes the
compensation committee to grant stock appreciation rights either in tandem with
a stock option (called tandem stock appreciation rights) or independent of a
stock option (referred to as non-tandem stock appreciation rights) to


                                       51
<PAGE>

employees and consultants of iTurf. A stock appreciation right is a right to
receive a payment either in cash or Class A common stock. In general:

   o Payments on stock appreciation rights shall be equal in value to the
    excess of the fair market value of a share of Class A common stock on the
    date of exercise, over the reference price per share of Class A common
    stock established in connection with the grant of the stock appreciation
    right. The reference price per share covered by an stock appreciation
    right will be the per share exercise price of the related option in the
    case of a tandem stock appreciation right and will be the per share fair
    market value of the Class A common stock on the date of grant in the case
    of a non-tandem stock appreciation right.

     o Stock appreciation rights are subject to the same exceptions that apply
to stock options.

Stock appreciation rights issued in tandem with a stock option generally:

     o may be granted at the time of the grant of the related stock option or,
       if the related stock option is a non-qualified stock option, at any time
       thereafter during the term of the stock option;

     o may be exercised at and only at the times and to the extent the related
       stock option is exercisable;

     o are exercised by surrendering the same portion of the related option;

     o expire upon the termination of the related stock option; and

     o will not be granted to consultants in connection with all or part of an
       incentive stock option.

Stock appreciation rights not issued in tandem with a stock option generally:

     o will be exercisable as provided by the compensation committee;

     o will have terms and conditions as the compensation committee may
       determine;

     o may have a term no longer than ten years from their date of grant; and

     o are subject to acceleration of vesting or immediate termination upon
       termination of employment.

     Awards to Non-Employee Directors.  In the future, our non-employee
directors will be eligible for option grants in some circumstances. See
"--Director Compensation."

     Change of Control. Unless determined otherwise by the compensation
committee at the time of grant, generally upon a change of control of iTurf,
all vesting and forfeiture conditions, restrictions and limitations in effect
with respect to any outstanding award made under the stock incentive plan will
immediately lapse, and any unvested awards will automatically become 100%
vested. However, stock options will not be accelerated upon a change of control
of iTurf if the compensation committee deems it reasonable. In that case,
options may be assumed by the controlling entity or new rights substituted
therefor by the controlling entity. The compensation committee may also provide
for accelerated vesting of an award, other than a grant to non-employee
directors, upon a termination of employment during the 180-day period prior to
a change of control of iTurf.


                                       52
<PAGE>

                         TRANSACTIONS WITH OUR PARENT


Income Taxes
     Our parent is a common parent of an affiliated group of companies within
the meaning of Section 1504(a) of the Internal Revenue Code of 1986. That
affiliated group includes us. The Internal Revenue Code requires that our
parent own at least an 80% voting and economic ownership interest in iTurf in
order to continue to include iTurf in its U.S. consolidated income tax returns.
 
     Following the closing of this offering, in accordance with the terms of
the tax allocation agreement between us and our parent, for so long as iTurf
remains a member of our parent's affiliated group:

     o we will pay our proportionate share of our parent's tax liability
       computed as if iTurf were filing a separate return;

     o any tax loss benefits attributable to iTurf will be used by our parent to
       the extent that we are unable to use any of those benefits at that time;

     o to the extent that our parent uses our tax benefits, it will be required
       to establish a receivable for our benefit; and

     o our parent will be required to repay us for the use of any tax loss
       benefit in cash at the time and to the extent we are required to pay
       income taxes and we are no longer consolidated in our parent's tax group,
       or at the close of the fifth calendar year following the creation of the
       benefit, and that repayment by our parent will be offset by any amount
       that we are required to pay our parent under the tax allocation
       agreement.
     

The tax allocation agreement also provides for the payment of taxes and
entitlement to tax refunds for periods prior to the closing this offering.


Certain Historical Relationships
     As a subsidiary of our parent, we receive various services from our
parent, including fulfillment, warehousing, merchandising, inventory
management, customer service, creative, marketing, technical, human resources,
finance, accounting, administrative and legal services. Prior to the closing of
this offering, our financial statements have reflected allocations for these
services rendered by our parent to us. We believe those allocations have been
made on a reasonable and consistent basis. However, they are not necessarily
indicative of, nor is it practicable for us to estimate, the level of expenses
we would have otherwise incurred had we operated as a separate, stand-alone
company.

     Through its distribution facilities, our parent and its other subsidiaries
accounted for just under 100% of iTurf's purchases of inventory during fiscal
1998. We have also relied on our parent to provide us with financing for our
cash flows. Our cash flows to date are therefore not necessarily indicative of
the cash flows that would have resulted had we been operating as an independent
company. We are currently a borrower under our parent's bank credit facility
and expect to terminate our participation in the facility concurrent with the
closing of this offering. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."


Purchase of Parent Common Stock
     Through a wholly-owned subsidiary, we have entered into a subscription
agreement, dated April 8, 1999, with our parent to purchase from our parent
shares of common stock of our parent upon completion of this offering. This
subscription agreement provides that:

     o we intend to use $10.0 million of the gross proceeds of this offering to
       purchase shares of our parent's common stock from our parent at a price
       equal to the average closing price of that stock on the five trading days
       preceding the date of this prospectus, and

     o if the underwriters fully exercise their over-allotment option, we will
       also use 60% of the resulting net proceeds to purchase additional shares
       of our parent's common stock.

     See "Use of Proceeds."

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<PAGE>

Purchase of TSISoccer.com Domain Name
     Concurrently with the closing of this offering, in accordance with the
TSISoccer.com asset transfer agreement, dated April 1, 1999, between us and TSI
Soccer Corporation, a wholly-owned subsidiary of our parent, we will acquire
the TSISoccer.com domain name from TSI Soccer Corporation for $25,000 of Class
A common stock, valued at the initial public offering price per share.


Intercompany Agreements
     We intend to enter into several intercompany agreements with our parent
prior to the closing of this offering. We have summarized below the anticipated
material terms of all of these agreements. These agreements will not have been
negotiated on an arms'-length basis, however, we believe the terms of these
agreements are no less favorable to us than those that could have been obtained
from an unaffiliated third party. We believe that had the intercompany
agreements been in effect during the historical periods presented in the iTurf
financial statements, they would not have had a material effect on our results
of operations. The material terms of the intercompany agreements cannot be
amended or waived without the approval of a majority of our disinterested
directors. Our bylaws also provide that we will not enter into new material
agreements with our parent unless those agreements are approved by a majority
of our directors who are not affiliated with our parent. This provision can
only be amended by a majority of our directors who are not affiliated with our
parent. The intercompany agreements do not have fixed terms, but our parent can
terminate each agreement if any person, other than our parent or an affiliate
or strategic partner of our parent, acquires 20% or more of the voting control
of iTurf, or upon defaults by iTurf.


     Trademark License and Customer List Agreement, including Noncompetition
Agreements
     We will have the exclusive right to use our parent's trademarks in
connection with the sale of goods and services on the Internet. iTurf will pay
our parent a royalty equal to 5% of our net sales from iTurf Web sites bearing
a trademark licensed from our parent. Net sales by sites in the iTurf network
not bearing a trademark licensed from our parent will not generate a royalty
payable to our parent unless sales of dELiA*s-sourced goods on the site exceed
50% of its total net sales. On non-licensed sites where sales of
dELiA*s-sourced goods exceed 50% of total net sales, iTurf will pay to our
parent the 5% royalty based on the percentage of such site's net sales that are
dELiA*s-sourced. On a royalty-free basis, we will share our customer lists with
our parent, and our parent will share its customer lists with us.

     Our parent has agreed not to enter into an Internet business that targets
Generation Y without first offering to sell that business to iTurf. In
addition, if our parent makes an acquisition that includes an Internet business
that targets Generation Y, it must offer to sell that business to iTurf. These
obligations will terminate:

     o six months after the trademark license terminates if our parent
       terminates the license after the acquisition by a third party of 35% or
       more of the voting control of iTurf with no other person owning a greater
       percentage,

     o one year after the trademark license terminates if our parent terminates
       the license after a tax-free spin-off or other public sale or
       distribution of our voting securities,

     o two years after the trademark license terminates if our parent terminates
       the license after the acquisition by a third party of less than 35% but
       more than 20% of the voting control of iTurf, or

     o when the trademark license terminates for any other reason.

     We have agreed not to enter into a print catalog or retail store business
without first offering to sell that business to our parent. In addition, if we
make an acquisition that includes a paper catalog or retail store business, we
will offer to sell that business to our parent. These obligations will
terminate two years after termination of the trademark license if our parent
terminates the trademark license due to our material breach, and otherwise will
terminate upon termination of the trademark license.

     Intercompany Services Agreement

     Following the closing of this offering, our parent will continue to
provide some services to us, including corporate services, fulfillment
services, inventory supply services, advertising services and


                                       54
<PAGE>

space-sharing. Our parent's obligations to deliver those services will
terminate if and when the trademark license and customer list agreement is
terminated.

     Corporate Services. Our parent will continue to provide all of the
services it currently provides to iTurf, other than warehouse and fulfillment
services, such as merchandising, inventory management, customer service,
creative, marketing, technical, human resources, finance, accounting,
administrative, legal and other services, as well as those services iTurf
requires by virtue of its status as an independent public company. Our parent
will provide these services to us at 105% of its cost.

     Fulfillment Services. Our parent will continue to provide warehousing and
fulfillment services, including receiving, quality control, storage, picking,
packing and shipping of inventory and processing of customer returns. We will
pay our parent an amount equal to its average cost per package shipped
multiplied by the product of the number of packages shipped by us and 105%,
taking into account all of our parent's warehousing and fulfillment costs,
including rent, depreciation and operating expenses.

     Inventory Supply. Our parent will continue to supply inventory to iTurf.
We will pay our parent an amount equal to the lesser of

   o 105% of our parent's cost for the inventory, including cost of freight
     and all direct costs charged to our parent by its suppliers, and

   o the best price at which our parent could resell those products to a
     third party.

     In addition, our parent will purchase from us products returned by our
customers at the price that we paid for such products from our parent,
decreased by the amount of any reserves taken by our parent in connection with
those products.

     We also have the right to purchase from our parent up to $300,000 annually
of closeout inventory, generally at prices discounted from our parent's price.

     Advertising. Our parent will provide us with advertising space in its
print catalogs at a cost to us of $40 per 1,000 catalogs distributed. We are
required to purchase from our parent minimum amounts of advertising space in at
least 50% of all of our parent's catalogs distributed each year. The amount of
advertising guaranteed in each catalog is materially greater than the amount of
advertising included in our parent's catalogs over the historical periods
presented in this prospectus. If our parent provides less advertising space
than the amount guaranteed, then iTurf will have no obligation to pay for the
amount of advertising actually provided.

     Space-Sharing. Our parent will continue to permit us to use a portion of
its offices that we mutually agree upon. Our cost for this space will be the
lesser of

   o the prevailing market rate for such space and

   o the highest rate then being paid by our parent for comparable space in
     the metropolitan area in which such space is located.


     Customer Service Agreement
     We will provide to our parent e-mail-based customer service in respect of
those of our parent's catalogs corresponding to trademarks we license from our
parent.


     Intercompany Indemnification Agreement
     We will agree to indemnify our parent for liabilities in respect of our
businesses, and our parent will agree to indemnify us for liabilities in
respect of our parent's businesses and tax and pension-related liabilities
resulting from our inclusion in our parent's consolidated tax group. Our parent
will also indemnify us for certain tax liabilities arising out of our purchase
of its common stock. See "Risk Factors--We may be contingently liable for our
parent's obligations."


     iTurf Common Stock Registration Rights Agreement
     We will enter into a registration rights agreement with our parent prior
to the closing of this offering that will cover the iTurf common stock owned by
dELiA*s. Under that agreement, at any time after 180 days following the date of
this prospectus, our parent may demand that we file a registration statement


                                       55
<PAGE>

under the Securities Act covering all or a portion of our securities held by
our parent, its affiliates and their permitted transferees. However, the
securities to be registered must have a reasonably anticipated aggregate public
offering price of at least $3.0 million. Our parent can effect no more than one
demand registration per year.

     If and when we become eligible to utilize a Form S-3 registration
statement to register an offering of our securities, our parent may request
that we file a registration statement on Form S-3 covering all or a portion of
our securities held by our parent, its affiliates and their permitted
transferees, provided that the aggregate public offering price is at least $1.0
million. Our parent can request one S-3 registration per year.

     These registration rights will be limited by iTurf's right to delay the
filing of a registration statement in some circumstances. iTurf can only cause
a delay, not more than once in any 12-month period and for not more than 120
days.

     In addition, our parent will have registration rights that apply if we
propose to register any Class A common stock under the Securities Act, other
than pursuant to the registration rights noted above. In that case, our parent
may require us to include all or a portion of our securities it owns in such
registration. However, the managing underwriter, if any, of any offering will
have limited rights to restrict the number of registrable securities proposed
to be included in the registration.

     We would bear all registration expenses incurred in connection with these
registrations. Our parent would pay all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of iTurf securities
owned by it.

     The registration rights of our parent under the registration rights
agreement will terminate when our parent may sell all its shares in a
three-month period under Rule 144 under the Securities Act.


     dELiA*s Common Stock Registration Rights Agreement
     We will enter into another registration rights agreement with our parent
at the closing of this offering relating to the shares of our parent's common
stock that we intend to purchase with the net proceeds of this offering. Under
that agreement, at any time after 180 days following the date of this
prospectus, we may demand that our parent file a registration statement under
the Securities Act covering all or a portion of the securities of our parent
held by us, our affiliates and our permitted transferees. However, the
securities to be registered must have a reasonably anticipated aggregate public
offering price of at least $3.0 million. We can effect no more than one demand
registration per year.

     If our parent is eligible to utilize a Form S-3 registration statement to
register an offering of its securities, we may request that our parent file a
registration statement on Form S-3 covering all or a portion of the securities
of our parent held by us, our affiliates and our permitted transferees,
provided that the aggregate public offering price is at least $1.0 million. We
can request one S-3 Registration per year.

     These registration rights will be subject to our parent's right to delay
the filing of a registration statement in some circumstances. Our parent can
cause a delay not more than once in any 12-month period and for not more than
120 days.

     In addition, we will have registration rights that apply if our parent
proposes to register any of its common stock under the Securities Act, other
than pursuant to the registration rights noted above. In that case, we may
require our parent to include all or a portion of its securities that we own in
the registration. However, the managing underwriter, if any, of any such
offering will have limited rights to restrict the number of registrable
securities proposed to be included in the registration.

     We would bear our pro-rata share of all registration expenses incurred in
connection with these registrations, including all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of our
parent's securities owned by us.

     Our registration rights under the dELiA*s common stock registration rights
agreement will terminate when we may sell all our shares in a three-month
period under Rule 144 under the Securities Act.


                                       56
<PAGE>

                            PRINCIPAL STOCKHOLDERS

     dELiA*s Inc. beneficially owns all of the shares of our Class B common
stock outstanding as of the date of this prospectus. Following the closing of
this offering, dELiA*s Inc. will continue to beneficially own 100% of the Class
B common stock and, accordingly, will hold approximately 75% of the economic
interest in iTurf. Such ownership also gives our parent approximately 95% of
the combined voting power of our outstanding common stock. If the underwriters
were to fully exercise their option to purchase up to 630,000 additional shares
of our Class A common stock, our parent would hold approximately 72% of the
economic interest in iTurf and 94% of the combined voting power of our
outstanding common stock.

     The following table sets forth information as of March 15, 1999 with
respect to the outstanding securities of iTurf and our parent beneficially
owned by

     o each person known by iTurf to be the beneficial owner of more than 5% of
       the shares of any class of such securities,

     o each of our directors and director designees individually,

     o each of our named executive officers individually and

     o all of our executive officers, directors and director designees as a
group.


<TABLE>
<CAPTION>
                                                                                                   Shares of dELiA*s Inc.
                                                     Shares of iTurf Common Stock                 Common Stock Beneficially
                                                       Beneficially Owned(1)(2)                           Owned(2)
                                       --------------------------------------------------------   -------------------------
                                                                            Voting Power
                                                                     --------------------------
                                                       Percentage      Before         After                      Percentage
                                          Number          Owned       Offering     Offering(3)       Number        Owned
                                       ------------   ------------   ----------   -------------   -----------   -----------
<S>                                    <C>            <C>            <C>          <C>             <C>           <C>
Five Percent Holders:
dELiA*s Inc.(4) ....................   12,500,000         100.0%        100.0%         94.7%
 435 Hudson Street
 New York, New York 10014
Gilder Gagnon Howe & Co. LLC(5).....           --            --            --            --        1,612,597        11.4%
 1775 Broadway
 New York, New York 10019
Geraldine Karetsky(6) ..............           --            --            --            --        1,028,098         7.2%
 1660 Silver King Drive
 Aspen, Colorado 81611
Sidney S. Kahn(6) ..................           --            --            --            --          855,440         6.0%
 14 East 60th Street
 New York, New York 10022
Directors, Director Designees
 and Executive Officers:
Stephen I. Kahn(4)(7) ..............   12,500,000         100.0%        100.0%         94.7%       6,408,170        44.7%
Christopher C. Edgar(8) ............           --            --            --            --          708,163         4.9%
Evan Guillemin(9) ..................           --            --            --            --          128,942           *
Beth Vanderslice ...................           --            --            --            --               --          --
Thomas R. Evans ....................           --            --            --            --               --          --
All directors, director designees
 and executive officers as a group
 (9 persons)(10) ...................   12,500,000         100.0%        100.0%         94.7%       7,326,775        49.7%
</TABLE>

- ----------
*    Less than 1%.

(1)  Our authorized and outstanding common stock has been comprised of a single
     class. Prior to the closing of this offering, we will amend our Restated
     Certificate of Incorporation to authorize 67,500,000 shares of Class A
     common stock, 12,500,000 shares of Class B common stock and 1,000,000
     shares of preferred stock. See "Description of Capital Stock."


                                       57
<PAGE>

 (2) Shares that an individual or group has the right to acquire within 60 days
     of March 15, 1999 pursuant to the exercise of options, warrants or
     conversion privileges are deemed to be outstanding for the purpose of
     computing the percentage ownership of such person or group, but are not
     deemed outstanding for the purpose of computing the percentage ownership
     of any other person listed in this table. Except as indicated in the
     footnotes to this table, iTurf believes that the listed stockholders have
     sole voting and investment power with respect to all of the shares shown
     to be beneficially owned by them, based on information provided to us by
     the stockholders.

(3)  Voting power after the closing of this offering reflects (i) the fact that
     each share of Class B common stock is entitled to six votes, while Class A
     common stock is entitled to one vote per share, and (ii) the issuance,
     concurrent with the closing of this offering, of 1,136 shares of Class A
     common stock, valued at the initial public offering price per share
     of $22.00, to TSI Soccer Corporation as consideration in connection with
     the transfer to iTurf of the TSISoccer.com domain name. It also assumes no
     conversion of any Class B common stock into Class A common stock. See
     "Description of Capital Stock--Common Stock."

 (4) The 12,500,000 shares of our Class B common stock owned by our parent have
     been pledged as security under our parent's credit agreement.

 (5) Based on an amendment to a Schedule 13G filing made on February 16, 1999.
     According to the filing, the shares of our parent's common stock are held
     in customer accounts over which members and/or employees of Gilder Gagnon
     Howe & Co. LLC have discretionary authority to dispose of and/or direct
     the disposition of shares.

 (6) Includes 7,356 shares of our parent's common stock owned by Sidney Kahn
     and Ms. Karetsky, as trustees, of which shares Mr. Kahn and Ms. Karetsky
     have the shared power of disposition. Sidney Kahn and Geraldine Karetsky
     are siblings. Sidney Kahn is the father of Stephen I. Kahn. Geraldine
     Karetsky is the aunt of Stephen I. Kahn.

 (7) All shares of iTurf common stock outstanding prior to this offering are
     owned by our parent. Mr. Kahn is the President, Chief Executive Officer
     and Chairman of the Board of our parent. As such, he may be deemed to
     share voting power with respect to all the shares outstanding prior to the
     offering and to the shares of iTurf common stock to be issued to TSI
     Soccer Corporation concurrently with the closing of this offering. Mr.
     Kahn expressly disclaims beneficial ownership of these shares, except to
     the extent of his pecuniary interest therein. Shares of dELiA*s Inc.
     common stock beneficially owned by Mr. Kahn includes 216,000 shares
     issuable upon the exercise of options. Sidney Kahn is the father of
     Stephen I. Kahn. Geraldine Karetsky is the aunt of Stephen I. Kahn.

 (8) Shares of dELiA*s Inc. common stock benefically owned includes 162,000
     shares issuable upon the exercise of options.

 (9) Shares of dELiA*s Inc. common stock beneficially owned includes 120,000
     shares issuable upon the exercise of options.

(10) All directors, director designees and executive officers as a group
     includes four executive officers who are not listed individually in the
     table. The address for all directors and executive officers is c/o iTurf
     Inc., 435 Hudson Street, New York, New York 10014.


                                       58
<PAGE>

                         DESCRIPTION OF CAPITAL STOCK

     Immediately prior to the closing of this offering, our authorized capital
stock will consist of 67,500,000 shares of Class A common stock, par value $.01
per share, 12,500,000 shares of Class B common stock, par value $.01 per share
and 1,000,000 shares of preferred stock, par value $.01 per share.

     The following descriptions of our capital stock and selected provisions of
our Restated Certificate of Incorporation and bylaws are summaries. Complete
copies of our Restated Certificate of Incorporation and bylaws as they will be
in effect at the closing of this offering have been filed with the Securities
and Exchange Commission as exhibits to the registration statement containing
this prospectus.


Common Stock
     4,200,000 shares of Class A common stock are being offered by this
prospectus. 12,500,000 shares are reserved for issuance upon conversion of
Class B common stock into Class A common stock. Immediately prior to the
closing of this offering, 12,500,000 shares of Class B common stock will be
outstanding and held by our parent.

     Voting Rights. The holders of our Class A and Class B common stock
generally have identical voting rights. However, holders of our Class A common
stock are entitled to one vote per share, while holders of our Class B common
stock are entitled to six votes per share on most matters to be voted on by
stockholders. Shares of Class B common stock also have conversion rights, which
are described below.

     Generally, all matters to be voted on by stockholders must be approved by
a majority of the votes entitled to be cast by all shares of Class A and Class
B common stock present in person or represented by proxy, voting together as a
single class. Holders of our preferred stock might in the future be granted the
right to vote alongside holders of our common stock. When electing directors,
those candidates receiving the most votes, even if not a majority of the votes
cast, will be elected directors. Holders of shares of Class A common stock and
Class B common stock are not entitled to cumulate their votes in the election
of directors.

     Except as otherwise provided by law, and after honoring any voting rights
granted to holders of any outstanding preferred stock, amendments to our
Restated Certificate of Incorporation must be approved by a majority of the
combined voting power of all of the Class A and Class B common stock, voting
together as a single class. Any amendment to our Restated Certificate of
Incorporation to increase or decrease the authorized shares of any class will
be approved upon the affirmative vote of the holders of a majority of the
voting power of the common stock, voting together as a single class. However,
amendments to our Restated Certificate of Incorporation that would alter the
powers, preferences or special rights of either the Class A or Class B common
stock so as to affect them adversely also must be approved by a majority of the
votes entitled to be cast by the holders of the shares affected by the
amendment, voting as a separate class. For purposes of these provisions, any
provision for the voluntary, mandatory or other conversion or exchange of the
Class B common stock into or for Class A common stock on a one-for-one basis
will not be considered as adversely affecting the rights of holders of the
Class A common stock.

     Dividends. Holders of Class A and Class B common stock will share equally
on a per-share basis in any dividend declared by the board of directors, after
honoring any preferential rights of outstanding preferred stock. Dividends
consisting of shares of Class A or Class B common stock may be paid only as
follows:

   o dividend shares of Class A common stock may be paid only to holders of
     shares of Class A common stock, and dividend shares of Class B common
     stock may be paid only to holders of Class B common stock; and

   o shares will be paid proportionally with respect to each outstanding share
     of Class A and Class B common stock.

We may not subdivide or combine shares of either Class A or Class B common
stock without at the same time proportionally subdividing or combining shares
of the other class.


                                       59
<PAGE>

     Conversion. Each share of Class B common stock is convertible into one
share of Class A common stock at any time prior to a tax-free spin-off of iTurf
from our parent, at the option of the holder. Following a tax-free spin-off,
shares of Class B common stock will no longer be convertible into shares of
Class A common stock at the option of the holder.


     Shares of Class B common stock transferred prior to a tax-free spin-off
will automatically be converted into Class A common stock on a one-to-one basis
at the time of the disposition upon their transfer to a person other than:


   o our parent;


   o any of our parent's subsidiaries or successors; or


   o a strategic partner.


A "strategic partner" means any entity or group of affiliated entities
acquiring Class B common stock constituting at least 10% of the aggregate
number of outstanding shares of all classes of our common stock that a majority
of our directors not affiliated with us or our parent determines in good faith,
prior to such acquisition, to be a strategic partner in the best interests of
our business and our stockholders.


     Shares of Class B common stock transferred to stockholders of our parent
as a dividend intended to be a tax-free spin-off will not be converted into
shares of Class A common stock upon the occurrence of a tax-free spin-off.


     Following a tax-free spin-off, shares of Class B common stock will
generally be transferable as Class B common stock to the extent allowed under
applicable laws. However, shares of Class B common stock will automatically
convert into shares of Class A common stock on the fifth anniversary of the
tax-free spin-off. This automatic conversion will not occur if prior to the
tax-free spin-off our parent delivers to us an opinion of counsel reasonably
satisfactory to us that this conversion could preclude the parent from
obtaining a favorable ruling from the Internal Revenue Service that the
distribution would be a tax-free spin-off. If we receive an opinion to that
effect, we will submit approval of the conversion to a vote of the holders of
our common stock as soon as practicable after the fifth anniversary of the
tax-free spin-off. This vote will not be taken, however, if our parent delivers
to us a similar opinion prior to such anniversary that the vote could adversely
affect the status of the tax-free spin-off. Approval of the conversion will
require the affirmative vote of the holders of a majority of the shares of both
the Class A and Class B common stock present and voting together as a single
class, with each share of Class B common stock entitled to one vote for such
purpose.


     We cannot assure you that the conversion described above would be
consummated. The requirement to submit the conversion to a vote of the holders
of common stock is intended to ensure the desired tax treatment of the tax-free
spin-off is preserved if the Internal Revenue Service should challenge the
automatic conversion as violating the requirement that the parent maintain 80%
of the voting power of iTurf's common stock. We believe that our parent has no
current plans with respect to a tax-free spin-off of iTurf.


     All shares of the Class B common stock will automatically convert into
Class A common stock if a tax-free spin-off has not occurred and the number of
outstanding shares of Class B common stock beneficially owned by our parent
falls below 10% of the aggregate number of outstanding shares of all classes of
our common stock. This mechanism will prevent our parent from decreasing its
economic interest in iTurf to less than 10% while still retaining control of
more than 40% of the voting power of our common stock. All conversions will be
effected on a share-for-share basis.


     Other Rights.  In the event of any merger or consolidation of iTurf with
or into another company in which shares of our common stock are converted into
or exchangeable for shares of stock, other securities or property, including
cash, of the other company, all holders of Class A and Class B common stock
will be entitled to receive the same kind and amount of interest in the other
company.


     On liquidation, dissolution or winding-up of iTurf, all holders of Class A
and Class B common stock are entitled to share ratably in any of our assets
available for distribution to holders of shares of


                                       60
<PAGE>

common stock, after payment in full of the amounts required to be paid to
holders of our preferred stock, if any.

     No shares of Class A or Class B common stock are subject to redemption or
have preemptive rights to purchase additional shares of common stock.

     Upon the closing of this offering, all the outstanding shares of Class A
and Class B common stock will be legally issued, fully paid and nonassessable.

Preferred Stock
     Upon the closing of this offering, our board of directors will be
authorized, without further stockholder approval, to issue up to an aggregate
of 1,000,000 of preferred stock in one or more series. The board will also be
able to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each series of
preferred stock. Upon the closing of this offering, there will be no shares of
preferred stock outstanding. We have no present plans to issue any shares of
preferred stock.

Sale of Control by Our Parent
     Our parent has agreed that for a period of one year from the closing of
this offering, if it decides to sell all or a part of our stock representing at
least 35% of our voting securities, it will require the purchaser to offer to
purchase the same percentage of stock held by our public stockholders on the
same terms.

Anti-Takeover Effects of Provisions of Delaware Law and Our Restated
Certificate of Incorporation and Bylaws
     Upon the closing of this offering, iTurf will be subject to the provisions
of Section 203 of the Delaware General Corporation Law. Section 203 generally
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless:

   o the transaction in which such stockholder became an "interested
     stockholder" is approved by the board of directors prior to the date the
     "interested stockholder" attained that status;

   o upon consummation of the transaction that resulted in the stockholder
     becoming an "interested stockholder," the "interested stockholder" owned
     at least 85% of the voting stock of the corporation outstanding at the
     time the transaction commenced, excluding those shares owned by persons
     who are directors and also officers; or

   o on or subsequent to that date the "business combination" is approved by
     the board of directors and authorized at an annual or special meeting of
     stockholders by the affirmative vote of at least two-thirds of the
     outstanding voting stock that is not owned by the "interested
     stockholder."

"Business combinations" include mergers, asset sales and other transactions
resulting in a financial benefit to the "interested stockholder." Generally, an
"interested stockholder" is a person who, together with his affiliates and
associates, owns, or within the prior three years did own, 15% or more of the
corporation's voting stock. The restrictions in this statute would not apply to
a "business combination" with our parent or any of its subsidiaries, but they
could prohibit or delay the accomplishment of mergers or other takeover or
change-in-control attempts with respect to iTurf and therefore discourage
attempts to acquire iTurf.

     In addition, our Restated Certificate of Incorporation and bylaws that
will be in effect prior to the closing of this offering and are summarized
below may delay, defer or prevent a tender offer or takeover attempt that a
stockholder might consider to be in its best interest, including those attempts
that might result in a premium over the market price for the Class A common
stock.

Classified Board of Directors
     Immediately prior to or following the closing of this offering, our board
of directors will be divided into three classes of directors serving staggered,
three-year terms. As a result, approximately one-third of the members of our
board of directors will be elected each year. When coupled with the provision
of


                                       61
<PAGE>

our Restated Certificate of Incorporation authorizing the board of directors to
fill vacant directorships and increase the size of the board of directors,
these provisions may prevent stockholders from removing incumbent directors and
simultaneously gaining control of the board of directors by filling the
vacancies created by such removals with their own nominees.


Special Meetings of Stockholders
     Our Restated Certificate of Incorporation provides that special meetings
of the stockholders of iTurf can be called only by the Chairman of the board of
directors, a Vice Chairman, the President or a majority of the members of the
board of directors.


Written Consent
     Under our Restated Certificate of Incorporation, the stockholders of iTurf
will no longer be allowed to take action in writing without a meeting of the
stockholders after the date on which our parent together with Stephen I. Kahn
and any strategic partners no longer beneficially owns at least 50% of the
voting power all classes of outstanding common stock.


Advance Notice Requirements for Stockholder Proposals and Director Nominations
     Our bylaws require that timely notice in writing be provided by
stockholders seeking to bring business before, or to nominate candidates for
election as directors at, the annual meeting of stockholders. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of iTurf not less than 120 days nor more than 150
days prior to the first anniversary of the date of iTurf's notice of annual
meeting provided with respect to the previous year's annual meeting of
stockholders.

     If no annual meeting of stockholders was held in the previous year or the
date of the annual meeting of stockholders has been changed to be more than 30
days earlier than or 60 days after that anniversary, notice will be timely if
received not more than 90 days later than the later of

   o 60 days prior to the annual meeting of stockholders or

   o the close of business on the tenth day following the date on which notice
     of the date of the meeting is given to stockholders or made public,
     whichever first occurs.

     Our bylaws also specify requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from timely
bringing matters before, or from making nominations for directors at, an annual
meeting of stockholders.


Limitations on Liability and Indemnification of Officers and Directors
     The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duty of
care. Our Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of iTurf's directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

     o for any breach of the director's duty of loyalty to iTurf or its
       stockholders;

     o for acts or omissions not in good faith or that involve intentional
       misconduct or a knowing violation of law;

     o under Section 174 of the Delaware General Corporation Law regarding
       unlawful dividends and stock purchases; and

     o for any transaction from which the director derived an improper personal
       benefit.

Our bylaws generally provide that:

     o we must indemnify our directors and officers to the fullest extent
       permitted by Delaware law;

     o we may indemnify our other employees and agents to the same extent that
       we indemnify our officers and directors, unless otherwise required by
       law, our Restated Certificate of Incorporation, our bylaws or other
       agreements; and


                                       62
<PAGE>

   o we must advance expenses, as incurred, to our directors and executive
     officers in connection with legal proceedings to the fullest extent
     permitted by Delaware law.

Prior to the closing of this offering, we intend to obtain directors' and
officers' insurance providing indemnification for our directors, officers and
some employees. We believe that these indemnification provisions and insurance
are necessary to attract and retain qualified directors and executive officers.
 

     The limitation of liability and indemnification provisions in our Restated
Certificate of Incorporation and bylaws may discourage stockholders from
bringing a lawsuit against our directors for breach of their fiduciary duty.
Such provisions may also reduce the likelihood of derivative litigation against
directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder's
investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers in connection with
these indemnification provisions.

     At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees for which indemnification is sought. We
are unaware of any threatened litigation that may result in claims for
indemnification.


No Duty of Our Parent to Refrain from Competing with Us
     Our Restated Certificate of Incorporation provides that, except as
otherwise agreed by us and our parent:

   o our parent will have no duty to refrain from engaging in the same or
     similar activities or lines of business of iTurf, thereby competing with
     iTurf;

   o our parent, its officers, directors and employees will not be liable to
     iTurf or its stockholders for breach of any fiduciary duty by reason of
     any activities of our parent in competition with iTurf;

   o our parent will have no duty to communicate or offer corporate
     opportunities to iTurf and will not be liable for breach of any fiduciary
     duty as a stockholder of iTurf in connection with corporate opportunities;
     and

   o if a director or officer of iTurf who is also a director or officer of
     our parent learns of a potential transaction or matter that may be a
     corporate opportunity for iTurf or our parent, that director or officer
     may offer the corporate opportunity to iTurf or our parent as such
     director or officer deems appropriate under the circumstances.

     A director or officer will not be liable to iTurf or its stockholders for
breach of any fiduciary duty or duty of loyalty for failure to act in the best
interests of iTurf if:

   o the director or officer first offers the corporate opportunity to our
     parent; or

   o our parent pursues the corporate opportunity for itself or does not
     communicate information regarding the corporate opportunity to iTurf.

These provisions of our Restated Certificate of Incorporation eliminate rights
that might have been available to shareholders under Delaware law had such
provisions not been included in our Restated Certificate of Incorporation.
However, the enforceability of these provisions under Delaware law has not been
established.


Authorized but Unissued Shares
     The authorized but unissued shares of common and preferred stock are
available for future issuance without stockholder approval. We may use these
additional shares for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of these shares could discourage or make more
difficult an attempt to obtain control of iTurf by means of a proxy contest,
tender offer, merger or otherwise.

     The Delaware General Corporation Law provides generally that the
affirmative vote of a majority in interest of the shares entitled to vote on
any matter is required to amend a corporation's certificate of


                                       63
<PAGE>

incorporation or bylaws, unless its certificate of incorporation or bylaws
requires a greater percentage. Following the offering, our parent, as the
beneficial owner of approximately 95% of the voting power of the outstanding
common stock, will, on its own, be able to cause iTurf to amend its Restated
Certificate of Incorporation and bylaws.


Listing
     Our Class A common stock has been approved for listing on the Nasdaq
National Market under the trading symbol "TURF."


Transfer Agent and Registrar
     The transfer agent and registrar for the common stock is The Bank of New
York, located at 101 Barclay Street, New York, New York 10286. Its telephone
number is 1-800-524-4458.


                                       64
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

     Prior to this offering, there has been no market for iTurf's Class A
common stock. We cannot predict the effect that sales of shares or the
availability of shares for sale will have on the market price of our Class A
common stock. Sales of substantial amounts of our Class A common stock in the
public market, or the perception that sales might occur, could adversely affect
the market price of our Class A common stock. Sales of substantial amounts of
Class A common stock in the public market after the restrictions on resale
described below lapse could adversely affect the prevailing market price and
our ability to raise equity capital in the future.


     Upon the closing of this offering, we expect to have outstanding 4,201,136
shares of our Class A common stock, assuming no exercise of the underwriters'
option and no exercise of other outstanding options but including $25,000 of
Class A common stock, valued at the initial public offering price per share of
$22.00, issued to TSI Soccer Corporation, a subsidiary of our parent, as
consideration in connection with the transfer to iTurf of the TSISoccer.com
domain name. All of the shares sold in this offering will be freely tradable
without restriction or further registration under the Securities Act, except
shares purchased by our "affiliates," as that term is defined in Rule 144 under
the Securities Act. Shares of Class A common stock purchased by our affiliates
will be "restricted securities" under Rule 144. Restricted securities may be
sold in the public market only if registered or if they qualify for an exemption
from registration under Rule 144 or Rule 701 promulgated under the Securities
Act.


     As a result of the contractual restrictions described below and the
provisions of Rule 144 and Rule 701, the shares of Class A common stock that
are restricted securities will be available for sale in the public market on
the first anniversary of the date of the closing of this offering, in
accordance with the volume limitations and other conditions of Rule 144.

  Lock-Up Agreements
     Prior to the closing of this offering, all of our officers, directors and
securityholders, including our parent, will have signed agreements under which
they may not, for a period of 180 days after the date of this prospectus,
directly or indirectly transfer or dispose of, any shares of Class A common
stock or any securities convertible into or exercisable or exchangeable for
shares of Class A common stock. These restrictions apply to shares of our Class
B common stock. The shares could be available for resale immediately upon the
expiration of the 180-day period if they are available for resale under Rule
144. Transfers or dispositions can be made sooner with the prior written
consent of both BT Alex. Brown Incorporated and Hambrecht & Quist LLC.

  Rule 144
     In general, under Rule 144, beginning 90 days after the date of this
prospectus, a person who has beneficially owned shares of our Class A common
stock for at least one year would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of:

   o 1% of the number of shares of Class A common stock then outstanding,
     which will equal approximately 42,011 shares after the closing of this
     offering; or

   o the average weekly trading volume of the Class A common stock on the
     Nasdaq National Market during the four calendar weeks preceding the filing
     of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner-of-sale provisions and notice
requirements and to the availability of current public information about us.

  Rule 144(k)
     Under paragraph (k) of Rule 144, persons who are not our affiliate at any
time during the 90 days preceding a sale and who have beneficially owned the
shares proposed to be sold for at least two years are entitled to sell such
shares without complying with the manner-of-sale, public information, volume
limitation or notice provisions of Rule 144. The two-year holding period
includes the holding period of any prior owner not an affiliate of iTurf.
Therefore, unless otherwise restricted, shares covered by Rule 144(k) may be
sold immediately upon the closing of this offering.


                                       65
<PAGE>

  Rule 701
     In general, under Rule 701, any of our employees, consultants or advisors
who purchase shares from us in connection with a compensatory stock or option
plan or other written agreement is eligible to resell such shares 90 days after
the date of this prospectus in reliance on Rule 144, but without compliance
with other restrictions, including the holding period, contained in Rule 144.


  Registration Rights
     Prior to the closing of this offering, we will enter into an agreement
with our parent providing our parent with specific registration rights
applicable to shares of our common stock held by it. See "Certain
Transactions--Intercompany Agreements--iTurf Common Stock Registration Rights
Agreement.


  Stock Options
     Immediately after the closing of this offering, we intend to file a
registration statement under the Securities Act covering 4,050,000 shares of
Class A common stock reserved for issuance under our stock incentive plan. Upon
the expiration of the restrictive agreements entered into by our officers,
directors, and security holders as described above, at least 186,775 shares of
Class A common stock will be subject to vested options. Accordingly, shares
registered under that registration statement will, giving effect to vesting
provisions and in accordance with Rule 144 volume limitations applicable to our
affiliates, be available for sale in the public market immediately after the
180-day restrictive agreements expire.


                                       66
<PAGE>

                                 UNDERWRITING

     BT Alex. Brown Incorporated and Hambrecht & Quist LLC are the
representatives of the underwriters and are acting together as lead managers.
Upon the terms and conditions of the underwriting agreement between iTurf and
the underwriters, the underwriters named below have severally agreed through
their representatives to purchase from iTurf the number of shares of our Class
A common stock set forth opposite the name of the underwriter below:



<TABLE>
<CAPTION>
                                                               Number of
              Underwriter                                       Shares
- ----------------------------------------------------------   ------------
<S>                                                          <C>
   BT Alex. Brown Incorporated ...........................   1,625,625
   Hambrecht & Quist LLC .................................   1,625,625
   J.P. Morgan Securities Inc. ...........................     382,500
   CIBC Oppenheimer Corp. ................................     191,250
   Donaldson, Lufkin & Jenrette Securities Corporation....      75,000
   NationsBanc Montgomery Securities LLC..................      75,000
   Wit Capital Corporation ...............................      75,000
   Needham & Company, Inc. ...............................      50,000
   Sands Brothers & Co., Ltd. ............................      50,000
   C.E. Unterberg, Towbin.................................      50,000
                                                             ---------
     Total ...............................................   4,200,000
                                                             =========
</TABLE>                                

     At our request, the underwriters have agreed to offer an aggregate 374,000
of the shares of Class A common stock in this offering to directors, officers,
employees and vendors of iTurf, as well as other persons designated by us.
These 374,000 shares are being offered to those persons on the same terms as
the remaining 3,826,000 shares are being offered by the underwriters to the
public. Any shares not purchased by those persons designated by us will then be
offered by the underwriters to the public.

     The underwriters will purchase all of the shares of Class A common stock
offered in this offering, other than those shares covered by the option
described below, if they purchase any shares.

     The underwriters' representatives have advised iTurf that the underwriters
propose initially to offer the shares of Class A common stock to the public at
the offering price set forth on the cover page of this prospectus and through
the underwriters' representatives to certain dealers at that price less a
concession not in excess of $0.92 per share. The underwriters may allow, and
those dealers may re-allow, a concession not in excess of $0.10 per share to
certain other dealers. After the initial public offering, the representatives of
the underwriters may change the public offering price and other selling terms.

     iTurf has granted to the underwriters an option, exercisable by the
underwriters' representatives not later than 30 days after the date of this
prospectus, to purchase up to 630,000 additional shares of Class A common stock
at the initial public offering price less the underwriting discounts and
commissions set forth on the cover page of this prospectus. The underwriters
may exercise their option only to cover orders they have accepted for more
shares of the Class A common stock than are being offered in this offering. To
the extent that the underwriters exercise their option, each of the
underwriters will have a firm commitment to purchase approximately the same
percentage of additional shares of Class A common stock as the number of shares
of Class A common stock to be purchased by it in the above table bears to
4,200,000. iTurf is obligated to sell the additional shares to the
underwriters. If any shares of Class A common stock are purchased through
exercise of the underwriters' option, the underwriters will offer those
additional shares on the same terms as the shares not covered by the option.


     A prospectus in electronic format is being made available on a Web site
maintained by Wit Capital. In addition, all dealers purchasing shares from Wit
Capital in this offering have agreed to make a prospectus in electronic format
available on Web sites maintained by them. Other than the prospectus in
electronic format, the information on Wit Capital's Web site and any
information contained on any other


                                       67
<PAGE>

Web site maintained by Wit Capital Corporation is not part of this prospectus
or the registration statement of which this prospectus forms a part, has not
been approved or endorsed by iTurf or any underwriter in such capacity and
should not be relied on by prospective investors.

     We have asked the underwriters to allocate a limited number of shares of
Class A common stock to Wit Capital and selected dealers for sale to their
brokerage account holders. The sales of these shares will be made by Wit
Capital Corporation, acting as e-Manager[TM] in this offering. Any of these
allocated shares not purchased by Wit Capital's brokerage account customers
will be offered by the underwriters on the same basis as the shares not
allocated to Wit Capital.

     iTurf and our parent have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act.

     In order to facilitate the offering of the Class A common stock, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the market price of our Class A common stock. Specifically, the
underwriters may accept orders for more shares of the Class A common stock than
are being offered in this offering, creating a short position in the
underwriters' syndicate account. Additionally, to cover those orders or to
stabilize the market price of the Class A common stock, the underwriters may
bid for and purchase shares of the Class A common stock in the open market.
Finally, the underwriters' representatives may reclaim selling concessions
allowed to an underwriter or dealer if the underwriting syndicate repurchases
shares distributed by that underwriter or dealer. Any of these activities may
maintain the market price of our Class A common stock at a level above that
which might otherwise prevail in the open market. The underwriters are not
required to engage in these activities and, if commenced, may end any of these
activities at any time.

     Each of iTurf's officers, directors and stockholders has agreed to
restrictions on its ability to dispose of any of our Class A common stock for a
period of 180 days after the effective date of the registration statement
including this prospectus. These restrictions prohibit them from offering,
selling, contracting to sell or otherwise disposing of any Class A common
stock, or entering into any transaction designed to, or which could be expected
to, result in the disposition of any portion of any Class A common stock
without the prior written consent of both BT Alex. Brown Incorporated and
Hambrecht & Quist LLC. The underwriters' representatives may give their consent
at any time without public notice. The restriction on disposition of Class A
common stock includes shares of Class A common stock converted from Class B
common stock.

     We have entered into a similar agreement, except that we may issue and
grant options or warrants to purchase shares of Class A common stock or
securities convertible into, exercisable for or exchangeable for shares of
Class A common stock, upon the exercise of outstanding options and warrants and
under our stock incentive plan. We may also issue shares of Class A common
stock in connection with an acquisition, a merger, a consolidation or sale of
assets or in connection with a strategic investment, partnership or joint
venture, so long as the persons receiving shares enter into the same
restrictive agreement for the 180-day period noted above.

     The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.


  Pricing of This Offering
     Prior to the closing of this offering, there has been no public market for
our Class A common stock. Consequently, the initial public offering price for
our Class A common stock will be determined by negotiation among iTurf and the
representatives of the underwriters. Among the factors to be considered in
determining the public offering price will be:

     o prevailing market conditions;

     o iTurf's results of operations in recent periods;

     o the present stage of our development;

     o the market capitalizations and stages of development of other companies
       that iTurf and the representatives of the underwriters believe to be
       comparable to us;


                                       68
<PAGE>

   o estimates of iTurf's business potential; and

   o other factors deemed relevant by iTurf and the representatives of the
                                 underwriters.


                                 LEGAL MATTERS

     The validity of the shares of Class A common stock offered hereby will be
passed upon for us by Proskauer Rose LLP. Certain legal matters in connection
with this offering will be passed upon for the underwriters by Reboul,
MacMurray, Hewitt, Maynard & Kristol.


                                    EXPERTS

     The financial statements of iTurf Inc. at January 31, 1998 and 1999, and
for the years ended January 31, 1997, 1998 and 1999 and the balance sheet of
gURL, Interactive Inc. as of December 17, 1997, appearing in the registration
statement of which this prospectus is a part have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.


                      WHERE YOU CAN FIND MORE INFORMATION

     For more information with respect to iTurf and the Class A common stock
offered by this prospectus, see the registration statement and the exhibits and
schedule filed by us with the Securities and Exchange Commission on Form S-1
under the Securities Act. This prospectus does not contain all of the
information set forth in the registration statement and the related exhibits
and schedules. Statements contained in this prospectus regarding the contents
of any contract or any other document to which reference is made are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the registration
statement.

     A copy of the registration statement and its exhibits and schedule may be
inspected without charge at the public facilities maintained by the Securities
and Exchange Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Securities and Exchange Commission's regional offices located
at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of all or any part of the registration statement may be
obtained from these offices upon the payment of the fees prescribed by the
Securities and Exchange Commission.

     The Securities and Exchange Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Securities and Exchange
Commission. The address of the site is http://www.sec.gov.


                                       69
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                           Page
                                                         -------
<S>                                                      <C>
iTurf Inc.
Report of Independent Auditors .......................   F - 2
Balance Sheets .......................................   F - 3
Statements of Operations .............................   F - 4
Statements of Stockholder's (Deficit) Equity .........   F - 5
Statements of Cash Flows .............................   F - 6
Notes to Financial Statements ........................   F - 7
gURL, Interactive Inc.
Report of Independent Auditors .......................   F - 15
Balance Sheet ........................................   F - 16
Notes to Balance Sheet ...............................   F - 17
</TABLE>

 

                                     F - 1
<PAGE>

                        Report of Independent Auditors


To the Board of Directors
 of iTurf Inc.

     We have audited the balance sheets of iTurf Inc. (the "Company") as of
January 31, 1998 and 1999 and the related statements of operations,
stockholder's (deficit) equity and cash flows for each of the three years in
the period ended January 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company at January 31,
1998 and 1999 and the results of its operations and its cash flows for each of
the three years in the period ended January 31, 1999 in conformity with
generally accepted accounting principles.






                                                ERNST & YOUNG LLP
New York, New York
February 28, 1999, except
     for the second paragraph
     of Note 1--Business as
     to which the date is
     April 1, 1999.

                                     F - 2
<PAGE>

                                  iTurf Inc.

                                Balance Sheets
                (in thousands, except share and per share data)



<TABLE>
<CAPTION>
                                              ASSETS
                                                                                  January 31
                                                                             ---------------------
<S>                                                                          <C>         <C>
                                                                                1998        1999
                                                                                ----        ----
Current assets:
 Cash ....................................................................    $   31      $  375
                                                                              ------      ------
Total current assets .....................................................        31         375
Deferred offering costs ..................................................        --         110
                                                                              ------      ------
Fixed assets, net of accumulated depreciation of $3 and $46 at January 31,
 1998 and 1999, respectively .............................................        95         414
Intangible assets, net ...................................................       341         317
                                                                              ------      ------
Total assets .............................................................    $  467      $1,216
                                                                              ======      ======
                             LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY
Current liabilities:
 Accounts payable and other current liabilities ..........................    $   --      $  263
 Due to dELiA*s ..........................................................       512         573
                                                                              ------      ------
 Total current liabilities ...............................................       512         836
Stockholder's (deficit) equity:
 Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares
   issued or outstanding .................................................        --          --
 Class A common stock, $.01 par value, 67,500,000 authorized, no shares
  issued and outstanding .................................................        --          --
 Class B common stock, $.01 par value, 12,500,000 shares
  authorized, 12,500,000 shares issued and outstanding ...................       125         125
 (Deficit) retained earnings .............................................      (170)        255
                                                                              ------      ------
 Total stockholder's (deficit) equity ....................................       (45)        380
                                                                              ------      ------
Total liabilities and stockholder's (deficit) equity .....................    $  467      $1,216
                                                                              ======      ======
</TABLE>

 

                            See accompanying notes.
                                     F - 3
<PAGE>

                                  iTurf Inc.

                           Statements of Operations
                (in thousands, except share and per share data)




<TABLE>
<CAPTION>
                                                                              Year ended January 31
                                                                      1997              1998             1999
                                                                ----------------   --------------   --------------
<S>                                                             <C>                <C>              <C>
Revenues:
 Net product sales ..........................................     $         13      $       134      $     3,352
 Advertising and other ......................................               --               --              662
                                                                  ------------      -----------      -----------
Total revenues ..............................................               13              134            4,014
Cost of product sales .......................................                6               69            1,687
                                                                  ------------      -----------      -----------
Gross profit ................................................                7               65            2,327
Selling, general and administrative expenses ................               14              114            1,506
                                                                  ------------      -----------      -----------
Income (loss) from operations ...............................               (7)             (49)             821
Interest expense ............................................               --               20               41
                                                                  ------------      -----------      -----------
Income (loss) before income tax (benefit) provision .........               (7)             (69)             780
Income tax (benefit) provision ..............................               (3)             (29)             355
                                                                  -------------     -----------      -----------
Net income (loss) ...........................................     $         (4)     $       (40)     $       425
                                                                  ============      ===========      ===========
Basic and diluted net income (loss)
 per share ..................................................     $      (0.00)     $     (0.00)     $      0.03
                                                                  ============      ===========      ===========
Shares used to compute basic
 net income (loss) per share ................................       12,500,000       12,500,000       12,500,000
                                                                  ============      ===========      ===========
Shares used to compute diluted
 net income (loss) per share ................................       12,500,000       12,500,000       12,518,000
                                                                  ============      ===========      ===========
</TABLE>

 

                            See accompanying notes.
                                     F - 4
<PAGE>

                                  iTurf Inc.

                 Statements of Stockholder's (Deficit) Equity
                       (in thousands, except share data)




<TABLE>
<CAPTION>
                                             Common Stock           (Deficit)
                                        -----------------------     Retained
                                           Shares       Amount      Earnings        Total
                                        ------------   --------   ------------   ----------
<S>                                     <C>            <C>        <C>            <C>
Balance at January 31, 1996 .........   12,500,000      $ 125        $  (126)        $ (1)
 Net loss ...........................                                     (4)          (4)
                                                                     --------      -------
Balance at January 31, 1997 .........   12,500,000        125           (130)          (5)
 Net loss ...........................                                    (40)         (40)
                                                                     -------       ------
Balance at January 31, 1998 .........   12,500,000        125           (170)         (45)
 Net income .........................                                    425          425
                                                                     -------       ------
Balance at January 31, 1999 .........   12,500,000      $ 125        $   255         $380
                                        ==========      =====        =======       ======
</TABLE>

 

                            See accompanying notes.
                                     F - 5
<PAGE>

                                  iTurf Inc.

                           Statements of Cash Flows
                                (in thousands)




<TABLE>
<CAPTION>
                                                                         Year ended January 31
                                                                  ------------------------------------
                                                                     1997         1998         1999
                                                                  ----------   ---------   -----------
<S>                                                               <C>          <C>         <C>
Operating activities
Net income (loss) .............................................     $ (4)       $  (40)     $    425
Adjustments to reconcile net income (loss) to net cash provided
 by (used in) operating activities:
  Depreciation and amortization ...............................       --             6           117
  Changes in operating assets and liabilities:
    Accounts payable and other current liabilities ............       --            --           104
                                                                    -----       ------      --------
Net cash provided by (used in) operating activities ...........       (4)          (34)          646
Investing activities
Acquisitions ..................................................       --          (126)           --
Purchase of fixed assets ......................................       --           (98)         (265)
                                                                    ------      ------      --------
Net cash (used in) investing activities .......................       --          (224)         (265)
Financing activities
Loan from dELiA*s .............................................       17           372         3,286
Repayment to dELiA*s ..........................................      (13)          (83)       (3,274)
Deferred offering costs .......................................       --            --           (49)
                                                                    ------      ------      --------
Net cash provided by (used in) financing activities ...........        4           289           (37)
Net increase in cash ..........................................       --            31           344
Cash at beginning of period ...................................       --            --            31
                                                                    ------      ------      --------
Cash at end of period .........................................     $ --        $   31      $    375
                                                                    ======      ======      ========
Supplemental disclosure of cash flow information:
Interest paid .................................................     $ --        $   --      $     --
                                                                    ======      ======      ========
Income taxes paid .............................................     $ --        $   --      $     --
                                                                    ======      ======      ========
</TABLE>

Supplemental disclosure of noncash financing and investing activity:
Issuance of dELiA*s Inc. common stock in connection with the gURL
acquisition--see Note 6.

                            See accompanying notes.
                                     F - 6
<PAGE>

                                  iTurf Inc.

                         Notes to Financial Statements

1. Business
     iTurf Inc. (the "Company"), formerly known as dELiA*s Interactive Company,
a teen-focused Internet community and marketer of apparel, related accessories,
home furnishings and soccer merchandise, is a wholly-owned subsidiary of
dELiA*s Inc. ("dELiA*s"). The accompanying financial statements of iTurf, which
was formed in August 1997, include all of dELiA*s internet operations from the
date of formation, as well as the internet operations of TSI Soccer Corporation
("TSI") prior to that date. See Note 6. The Company utilizes dELiA*s business
relationships, infrastructure and brand names and has relied on dELiA*s to
provide financing for its operations. The Company has filed a registration
statement with the Securities and Exchange Commission for a proposed initial
public offering ("IPO") of common stock. If the proposed public offering is not
consummated, the Company will be dependent on the continued support of dELiA*s.
 

     On April 1, 1999, the Company's certificate of incorporation was amended
and restated such that the authorized capital stock of the Company consists of
67,500,000 shares of Class A common stock, par value $.01 per share, 12,500,000
shares of Class B common stock, par value $.01 per share and 1,000,000 shares
of Preferred Stock, par value $.01 per share. In addition, the exchange of the
100 shares of common stock previously outstanding into 12,500,000 shares of
Class B common stock was approved. All share and option information in the
accompanying financial statements has been adjusted to reflect these changes
and, consequently, $125,000, the par value of the Class B common stock, has
been reclassified from (deficit) retained earnings.

     In its proposed IPO, iTurf plans to issue shares of its Class A common
stock to the public. Holders of Class A common stock have voting rights
identical to holders of Class B common stock, except that holders of Class A
common stock are entitled to one vote per share and holders of Class B are
entitled to six votes per share. After the offering, dELiA*s is expected to own
all outstanding shares of iTurf's Class B common stock, which is expected to
represent approximately 95% of the voting power of iTurf common stock. Each
share of Class B common stock is convertible into one share of Class A common
stock at any time prior to a tax-free spin-off, as defined, of iTurf from
dELiA*s, at the option of the holder. Following a tax-free spin-off, shares of
Class B common stock will no longer be convertible into shares of Class A
common stock at the option of the holder, but shares that have not yet been
converted would automatically convert upon (i) the transfer of such shares by
dELiA*s to a third party other than a person determined by the iTurf board of
directors to be a "strategic partner" of iTurf, (ii) the decline of the number
of outstanding shares of Class B common stock beneficially owned by our Parent
to below 10% of the aggregate number of outstanding shares of all classes of
iTurf common stock or (iii) the fifth anniversary of the tax-free spin-off.

     iTurf expects to use a portion of the IPO proceeds to purchase dELiA*s
stock from its parent. iTurf will record this purchase as a reduction to
iTurf's stockholders' equity.

     The Company is subject to seasonal fluctuations in its merchandise sales
and results of operations. The Company expects its net sales and operating
results generally to be lower in the first half of each fiscal year.

     The Company's fiscal year ends on January 31. All references herein to a
particular fiscal year refer to the year ended January 31 following the
calendar year (e.g., "fiscal 1998" refers to the fiscal year ending January 31,
1999).

2. Summary of Significant Accounting Policies

Basis of Presentation
     The accompanying financial statements of the Company include the Internet
operations of dELiA*s which include, for all periods presented, the Internet
operations of TSI. TSI was acquired by dELiA*s in December 1997 in a
transaction accounted for as a pooling of interests. See Note 6. The financial
statements also include the operations of gURL, Interactive Inc. ("gURL"), from
December 17, 1997, the date of acquisition by iTurf.


                                     F - 7
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (continued)

     The financial statements include expenses which have been allocated to the
Company by dELiA*s on a specific identification basis plus its allocated share
of the costs associated with resources it shares with dELiA*s. Allocations from
dELiA*s for such shared resources have been made primarily on a proportional
cost method based on related revenues. Management believes these allocations
are reasonable. The financial statements of the Company do not necessarily
reflect the results of operations or financial position that would have existed
had the Company been an independent company.


Fixed Assets
     Fixed assets, comprised of property and equipment, are stated at cost and
depreciated using the straight-line method over 5 years, the estimated useful
lives of the assets.


Intangible Assets
     Intangible assets relate primarily to goodwill resulting from the gURL
acquisition, which is being amortized by the straight-line method over 5 years.
This amortization period was determined by management to be appropriate based
on the strength of the gURL brand name, the unique concept and the membership
list, as well as the Company's long-term plans for the acquired business.


Use of Estimates
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
footnotes thereto. Actual results could differ from those estimates.


Revenue Recognition
     Sales of the Company's products are recognized at the time the products
are shipped to customers. Advertising revenue is provided on a consistent basis
over the term of the contract and is therefore recognized on a straight-line
basis over the period during which the advertising is provided. Sales of the
Company's advertising inventory by third parties under revenue-sharing
arrangements are recorded at the amounts reported by the revenue-sharing
partners, which are net of agreed-upon commission fees, when the advertising
has been provided. When the Company licenses the use of its brands, content or
other intangible assets to third parties for specific projects, rather than for
a period of time, licensing revenue is recognized upon fulfillment of all
material contractual obligations. Subscription revenue related to
DiscountDomain.com, a membership based discount shopping service, is billed
monthly, subsequent to the earlier of a customer's first purchase or one month
from the date of initial subscription. Subscriptions are cancelable at any time
and revenue is recognized on a monthly basis. The Company does not incur any
direct costs associated with advertising, licensing or subscription revenue.
Accordingly, all indirect expenses incurred in connection with these revenue
sources are included in selling, general and administrative expenses.


Advertising Costs
     The Company expenses the cost of advertising as incurred. For the years
ended January 31, 1997, 1998 and 1999, advertising costs were approximately $0,
$1,000, and $443,000, respectively.


Income Taxes
     Historically, the Company's results have been included in dELiA*s
consolidated federal and state income tax returns. The income tax provision is
calculated as if the Company had operated as an independent company. Deferred
tax assets and liabilities are recognized with respect to the tax consequences
attributable to the difference between the financial statement carrying values
and tax bases of assets and liabilities. Deferred tax assets and liabilities
are measured using enacted tax rates


                                     F - 8
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (continued)

expected to apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. The Company is reimbursed
for any tax benefits which dELiA*s receives and is liable to dELiA*s for any
tax liability recorded by the Company.

     dELiA*s pays all taxes for the Company and, as such, income taxes payable
and deferred tax assets and liabilities have been included in amounts due to
dELiA*s.


Basic and Diluted Earnings (Loss) per Share
     The Company computes net (loss) income per share in accordance with the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings
per Share" ("SFAS 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). To
date, the Company has not had any issuances or grants for nominal
consideration.


Financial Instruments
     The fair value of financial instruments approximate their carrying value.


Due to dELiA*s
     Due to dELiA*s includes amounts payable to dELiA*s primarily for
operations and working capital requirements, offset by cash collected by the
Company and remitted to dELiA*s. Other transactions reflected in the payable
balance include the Company's share of dELiA*s consolidated income tax
liability and other administrative expenses incurred by dELiA*s on behalf of
the Company. Such amounts payable do not have specific repayment terms.
Interest is charged at 8% per annum.


Stock-Based Compensation
     The Company accounts for its stock-based employee compensation agreements
in accordance with the provisions of Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" and complies with the disclosure
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation."


Long-Lived Assets
     In accordance with the Statement of Financial Accounting Standards Board
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to Be Disposed Of," the Company periodically reviews
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows (on an undiscounted basis) expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized would be
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets.


Recent Accounting Pronouncements
     In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income," which
is effective for fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income. The
adoption of SFAS No. 130 as of February 1, 1998 did not have an effect on the
iTurf's financial statements or disclosure as iTurf has no reconciling items.
Therefore net income (loss) and comprehensive income (loss) are the same.

     In June 1997, the FASB issued SFAS No. 131, "Disclosure About Segments of
an Enterprise and Related Information," which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 requires that public companies
report certain information about operating segments in their annual


                                     F - 9
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (continued)

financial statements and in subsequent condensed financial statements of
interim periods issued to shareholders. This statement also requires that
public companies report certain information about their products and services,
the geographic areas in which they operate and their major customers. Adoption
of this new standard did not have an effect on the Company's disclosures for
all periods presented because the Company currently operates as one segment.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, which is effective for
fiscal years beginning after June 15, 1999, requires the Company to recognize
all derivatives on the balance sheet at fair value. The Company has determined
that the adoption of this new standard will not have a material effect on the
Company's financial statements or disclosure for all periods presented.


3. Related Party Transactions
     All merchandise sold from inception through January 31, 1999 was purchased
from dELiA*s or one of its subsidiaries at an amount equal to dELiA*s or the
subsidiary's cost. For the years ended January 31, 1997, 1998 and 1999, such
purchases totaled $6,000, $69,000 and $1,687,000. dELiA*s charges the Company
the costs associated with such purchases, including cost of freight, handling
and other costs, incurred by dELiA*s in connection with providing such
merchandise.

     As a subsidiary of dELiA*s, the Company also receives, and is charged its
proportionate share of various services from dELiA*s including administrative,
distribution and other services. Such charges were $13,000, $45,000, and
$219,000 for the years ended January 31, 1997, 1998 and 1999, respectively. In
the opinion of management, all allocations of such costs have been made on a
reasonable and consistent basis; however; they are not necessarily indicative
of nor is it practical for management to estimate the level of expenses which
might have been incurred had the Company been operating as a separate,
stand-alone company.

     Prior to the closing of the offering, iTurf and dELiA*s intend to enter
into several intercompany agreements. These agreements cover rights and
obligations regarding income taxes, trademarks and customer lists, competition,
intercompany services, customer service and stock registration.

     The Tax Allocation Agreement generally provides that, following the
closing of the offering, for so long as iTurf remains a member of dELiA*s
taxpayer group, iTurf will pay its proportionate share of dELiA*s tax liability
computed as if iTurf were filing a separate return, provided however, that any
tax benefits attributable to iTurf will be used by dELiA*s to the extent iTurf
is unable to use such benefits at that time, and provided further, that dELiA*s
will be required to establish a liability for iTurf to the extent it uses
iTurf's tax benefits.

     The Trademark License and Customer List Agreement provides iTurf with the
exclusive right to use dELiA*s trademarks in connection with the sale of goods
and services on the Internet. iTurf will pay dELiA*s a royalty equal to 5% of
net sales from iTurf Web sites bearing a trademark licensed from dELiA*s and 5%
of dELiA*s-sourced net sales from other iTurf Web sites on which sales of
dELiA*s-sourced goods exceed 50% of total net sales. The agreement also
provides for royalty-free sharing of customer lists and restricts both parties
from entering the other's business.

     Under the Intercompany Services Agreement, dELiA*s will continue to
provide all of the services it currently provides to iTurf, other than
warehouse and fulfillment services, to iTurf at 105% of its cost. For
warehousing and fulfillment services, iTurf will be charged 105% of the dELiA*s
cost based on the average cost per package shipped. dELiA*s will continue to
supply inventory to iTurf for payment equal to the lesser of 105% of dELiA*s
total direct cost and the best price at which dELiA*s could resell those
products to a third party. In addition, iTurf has the right to purchase from
dELiA*s up to $300,000 annually of closeout inventory, generally at prices
discounted from dELiA*s price. Advertising for iTurf in


                                     F - 10
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

3. Related Party Transactions (continued)

dELiA*s print catalogs will be at a cost of $40 per 1,000 catalogs distributed
with iTurf required to purchase minimum amonts of advertising space and dELiA*s
required to provide a minimum amount of advertising space. dELiA*s will
continue to permit iTurf to use a portion of its offices at the lesser of the
prevailing market rate for such space and the highest rate then being paid by
dELiA*s for comparable space in the metropolitan area in which such space is
located.

     The Customer Service Agreement states that iTurf will provide to dELiA*s
e-mail-based customer service in respect of those of dELiA*s catalogs
corresponding to trademarks licensed from dELiA*s.

     Had the intercompany agreements been in effect during the historical
periods presented in the financial statements, they would not have had a
material effect on the results of operations.

     On April 1, 1999, iTurf and TSI Soccer Corporation (a subsidiary of
dELiA*s) entered into the TSISoccer.Com Asset Transfer Agreement, whereby
concurrently with the closing of the offering, iTurf will acquire the
TSISoccer.com domain name from TSI Soccer Corp. for $25,000 of Class A common
stock, valued at the initial public offering price per share.


     Prior to the closing of the offering, iTurf Finance Company, a subsidiary
of iTurf, and dELiA*s will enter into a subscription agreement whereby
concurrently with the closing of the offering, iTurf intends to use $10.0
million of the gross proceeds of the offering to purchase shares of dELiA*s
common stock from dELiA*s at a price equal to the average closing price of that
stock on the five trading days preceding the date of the prospectus. In
addition, if the underwriters in the offering fully exercise their
over-allotment option, iTurf will use 60% of the resulting net proceeds to
purchase additional shares of dELiA*s common stock.


     In addition, several of iTurf's officers and directors also serve as
officers and directors of dELiA*s.

4. Credit Facility
     iTurf is currently a participant under dELiA*s $25 million bank credit
facility. Obligations under the credit agreement are subject to certain
conditions including the maintenance of financial ratios and covenants and are
secured by a lien on substantially all of dELiA*s assets, including iTurf. The
credit agreement also limits the payment of dividends by dELiA*s. There were no
outstanding borrowings under dELiA*s credit facility at January 31, 1998 and
1999. iTurf's participation in the credit facility is expected to be terminated
concurrent with the closing of the proposed IPO.

5. Leases
     The Company utilizes equipment and space under lease to dELiA*s. Rental
expense from operating leases amounted to $0, $5,000 and $13,000 for the years
ended January 31, 1997, 1998 and 1999 respectively.

6. Acquisitions

gURL
     On December 17, 1997, the Company acquired all the outstanding common
stock of gURL, Interactive Inc. ("gURL"), an interactive entertainment Web
site, for 5,000 shares of dELiA*s common stock valued at $108,000 based on the
fair market value of dELiA*s common stock on such date, cash of $120,000 and
rights to receive an aggregate of 10,000 additional shares of dELiA*s common
stock subject to the satisfaction of certain membership-level targets. Such
targets were subsequently met and 5,000 shares of dELiA*s common stock were
issued on December 31, 1998. The remaining 5,000 shares of dELiA*s common will
be issued in December 1999. The value of stock issued and to be issued by
dELiA*s in connection with the acquisition is included in iTurf's liability to
dELiA*s.

     The acquisition has been accounted for by the purchase method of
accounting and the results of the operations of gURL have been included in the
financial statements of the Company from the date of


                                     F - 11
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)
6. Acquisitions (continued)

acquisition. The excess purchase price over the fair value of net assets
acquired was approximately $387,000. This amount includes $110,000 relating to
the 5,000 shares of dELiA*s common stock issued in December 1998 and $49,000
relating to the 5,000 shares of dELiA*s stock to be issued in December 1999,
both calculated using the fair market value of dELiA*s common stock on the date
the related membership-level targets were achieved. Accumulated amortization at
January 31, 1998 and 1999 was approximately $3,000 and $77,000, respectively.

     On a pro forma basis as if the acquisition had taken place on the first
day of each fiscal year, iTurf's net loss would have been ($50,000) and
($80,000), for the years ended January 31, 1997 and 1998, respectively. On the
same basis, loss per share would not have changed from the amount reported for
fiscal 1996 and would have been ($0.01) for fiscal 1997. Net sales on a pro
forma basis would not have been different from the amounts reported.


Internet Operations of TSI

     On December 10, 1997, dELiA*s acquired TSI in a transaction accounted for
by dELiA*s as a pooling of interests. In connection with this transaction,
dELiA*s issued an aggregate of 308,687 shares of its common stock and made cash
payments of approximately $730,000 to former stockholders of TSI. The $730,000
in cash payments, which were made to dissenting TSI stockholders, was recorded
by dELiA*s as a reduction in equity and was not accounted for by iTurf. These
stockholders held 104,737 shares (or 9.23% of the outstanding shares) out of an
aggregate of 1,134,411 shares of TSI outstanding immediately prior to
consummation of the acquisition. None of these dissenting stockholders received
consideration other than the cash referred to above. The holders of the
1,029,674 other shares (or 90.77% of the outstanding shares) of TSI received
only dELiA*s common stock as consideration for their TSI shares, other than cash
payments of approximately $137 made for fractional shares. The acquired
operations included an internet business. In accordance with
pooling-of-interests accounting, the accompanying financial statements, which
include all of dELiA*s internet operations, include such internet operations of
TSI from the date of their inception in March 1995.

     During fiscal 1997 through the date of the combination, as well as in
prior years, the internet operations of TSI represented all of iTurf's
operations. For the nine months ended October 31, 1997, these operations
resulted in net sales of $86,000 and net loss of $1,000.


7. Income Taxes
     The provision (benefit) for income taxes consists of the following:



<TABLE>
<CAPTION>
                              Year ended January 31
                        ----------------------------------
                           1997          1998        1999
                        ----------   -----------   -------
                                  (in thousands)
<S>                     <C>          <C>           <C>
   Current:
    Federal .........      $  (2)         $(23)     $248
    State ...........         (1)           (6)       97
                           ------       -------     ----
                              (3)          (29)      345
   Deferred:
    Federal .........         --            --         8
    State ...........         --            --         2
                           -----        ------      ----
                              --            --        10
                           -----        ------      ----
   Total ............      $  (3)         $(29)     $355
                           =====        ======      ====
</TABLE>

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying value of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company had no such
differences prior to fiscal 1998. Significant components of the Company's
deferred tax assets and liabilities as of January 31, 1999 are as follows:



<TABLE>
<CAPTION>
                                                                     1999
   (in thousands)                                                  --------
<S>                                                                <C>
   Deferred tax liabilities -- property and equipment ..........      (19)
   Deferred tax assets -- reserves .............................        9
                                                                      ---
     Net deferred tax liability ................................      (10)
                                                                      ===
</TABLE>


                                     F - 12
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

7. Income Taxes (continued)

     The following is a reconciliation of the statutory federal income tax rate
to the Company's effective income tax rate:


<TABLE>
<CAPTION>
                                                                    Year ended January 31
                                                              ----------------------------------
                                                                 1997         1998        1999
                                                              ----------   ----------   --------
<S>                                                           <C>          <C>          <C>
   Statutory federal income tax expense (benefit) .........        (34)%        (34)%       34%
   State income tax expense (benefit) .....................         (8)          (8)         7
   Other ..................................................         (1)          --          5
                                                                 ------       -----         --
                                                                   (43)%        (42)%       46%
                                                                 =====        =====         ==
</TABLE>

8. Earnings Per Share
     The following table sets forth the computation of basic and diluted
earnings per share:


<TABLE>
<CAPTION>
                                                                         Year Ended January 31
                                                           -------------------------------------------------
                                                                1997             1998              1999
                                                           --------------   --------------   ---------------
<S>                                                        <C>              <C>              <C>
   Numerator: Net income (loss) ........................    $    (4,000)     $   (40,000)     $    425,000
                                                            ===========      ===========      ============
   Denominator for basic earnings per share--
     weighted-average shares ...........................     12,500,000       12,500,000        12,500,000
   Effect of dilutive stock options ....................             --               --            18,000
                                                            -----------      -----------      ------------
   Denominator for diluted earnings per
     share--adjusted weighted-average and
     assumed conversions ...............................     12,500,000       12,500,000        12,518,000
                                                            ===========      ===========      ============
   Basic and diluted earnings (loss) per share .........    $     (0.00)     $     (0.00)     $       0.03
                                                            ===========      ===========      ============
</TABLE>

     All stock options outstanding at January 31, 1999 were included in the
computation of diluted earnings per share as all exercise prices were less than
the assumed market price of the Company's common stock.


9. Stock Incentive Plan
     On January 1, 1999, the Company established the 1999 Stock Incentive Plan
(the "Incentive Plan") for officers, employees, consultants, contractors and
directors providing for the grant of stock options, including incentive stock
options and non-qualified stock options, stock appreciation rights and
restricted stock, and reserved 4,050,000 shares for grant. Either the Board of
Directors or the Compensation Committee of the Board of Directors may determine
the type of award, when and to whom awards are granted, the number of shares
and terms of the awards and the exercise prices. Stock options are exercisable
for a period not to exceed 10 years from the date of the grant and, to the
extent determined at the time of grant, may be paid for in cash, shares of
common stock, restricted stock or by a reduction in the number of shares
issuable upon exercise of the option.

     On January 1, 1999, the Company issued employees options to purchase
1,419,688 shares of common stock at $9.36, the fair market value at the date of
grant. Of the options issued, 1,214,688 vest in eight six month intervals
generally beginning six months from the date of grant. The remaining 205,000
options issued vest 20% per year beginning one year from the date of grant.
These options represented all of the Company's outstanding options at January
31, 1999. At such date, none of the options were exercisable.

     The Company applies APB No. 25 and related interpretations in accounting
for the Incentive Plan. Accordingly, no compensation expense has been
recognized for the plan. Had compensation expense been determined based on the
fair value of stock option grants on the date of grant in accordance with SFAS
No. 123, the Company's net income for the year ended January 31, 1999 would
have been $331,000, while earnings per share would not have changed from the
amount reported.


                                     F - 13
<PAGE>

                                  iTurf Inc.

                   Notes to Financial Statements (Continued)

9. Stock Incentive Plan (continued)

     The estimated fair market value of options granted during the year ended
January 31, 1999 was $3.17 per share. The fair value of options granted by the
Company during the year ended January 31, 1999 was estimated using the
Black-Scholes option-pricing model with the following weighted average
assumptions used: no dividend yield and no volatility; risk-free interest rate
of 4.5 percent; expected lives of four years.

     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock options.


                                     F - 14
<PAGE>

                        Report of Independent Auditors

To the Shareholders
  of gURL, Interactive Inc.

     We have audited the accompanying balance sheet of gURL, Interactive Inc.
(the "Company") as of December 17, 1997. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this balance sheet based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.

     In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of the Company at December 17,
1997 in conformity with generally accepted accounting principles.






                                                ERNST & YOUNG LLP




New York, New York
January 15, 1999


                                     F - 15
<PAGE>

                            gURL, Interactive Inc.
                                 Balance Sheet



<TABLE>
<CAPTION>
                                                            December 17
                                                               1997
                                                           ------------
                                ASSETS
<S>                                                        <C>
Cash ...................................................       $100
                                                               ----
Total assets ...........................................       $100
                                                               ====
                            SHAREHOLDERS' EQUITY
Common stock, no par value, 200 shares
 authorized; 100 shares issued and outstanding .........       $100
                                                               ----
Shareholders' equity ...................................       $100
                                                               ====
</TABLE>

                            See accompanying notes.
                                     F - 16
<PAGE>

                            gURL, Interactive Inc.

                             Notes to Balance Sheet
                               December 17, 1997

1.  Description of Business
     In September 1997, the Shareholders incorporated gURL, Interactive Inc.
("gURL") and contributed $100 in cash and the gURL Web site as consideration
for receiving 100 shares of common stock. The gURL Web site was developed by
three New York University graduate school students (the "Shareholders") as the
basis for their masters thesis. The contribution of the gURL Web site was
accounted for at the Shareholders' cost, which was zero because the costs
consisted of their own time and the Web site was developed at no cost to the
Shareholders. No other costs were incurred.


2. Other
     On December 17, 1997, iTurf Inc. acquired all of the gURL outstanding
common stock.

                                     F - 17
<PAGE>

===============================================================================
You may rely only on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor sale of Class A common
stock means that information contained in this prospectus is correct after the
date of this prospectus. This prospectus is not an offer to sell or
solicitation of an offer to buy these shares of Class A common stock in any
circumstances under which the offer or solicitation is unlawful.


                      ----------------------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    Page
                                                 ----------
<S>                                              <C>
Prospectus Summary ...........................        3
Risk Factors .................................        7
Forward-Looking Statements ...................       20
Use of Proceeds ..............................       21
Dividend Policy ..............................       21
Capitalization ...............................       22
Dilution .....................................       23
Selected Financial Data ......................       24
Management's Discussion and Analysis of
   Financial Condition and Results of
   Operations ................................       25
Business .....................................       32
Management ...................................       47
Transactions with Our Parent .................       53
Principal Stockholders .......................       57
Description of Capital Stock .................       59
Shares Eligible for Future Sale ..............       65
Underwriting .................................       67
Legal Matters ................................       69
Experts ......................................       69
Where You Can Find More Information ..........       69
Index to Financial Statements ................       F-1
</TABLE>

                      ----------------------------------


Dealer Prospectus Delivery Obligation:
 
Until May 4, 1999 (25 days after the date of this prospectus), all dealers
that buy, sell or trade these shares of Class A common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealers' obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.

                               4,200,000 Shares


                                  [iTurf LOGO]


                                    Class A
                                 Common Stock




                          --------------------------
                                   PROSPECTUS
                          --------------------------


                                BT Alex. Brown
                              Hambrecht & Quist
                                J.P. Morgan & Co.
                               CIBC Oppenhei-mer
                             Wit Capital Corporation
                               as e-Manager[TM]



                                  April 9, 1999

================================================================================




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