As filed with the Securities and Exchange Commission on September 4, 2001.

                                                    Registration No.333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                                 CANDIE'S, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          11-2481903
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

400 Columbus Avenue, Valhalla, New York                        10595-1335
(Address of principal executive offices)                       (Zip Code)

  2000 Stock Option Plan; Non-Employee Director Stock Incentive Plan; Non-Plan
                                 Stock Options
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                           400 Columbus Avenue Avenue
                         Valhalla, New York 10595-13305
                     (Name and address of agent for service)

                                 (914) 769-8600
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174


<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                        Proposed
                                         Maximum       Proposed
                                        Aggregate      Maximum
    Title of                            Offering       Aggregate     Amount of
 Securities to        Amount to be      Price Per      Offering     Registration
 be Registered       Registered (1)     Share (2)      Price (2)         Fee
----------------    ----------------   ----------    ------------   ------------
Common Stock,       2,345,000 shares      $1.95       $4,572,750     $1,143.19
par value $.001
per share

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also registers an indeterminate number of shares of
common stock which may be issued pursuant to the anti-dilution provisions of (i)
the registrant's 2000 Stock Option Plan (the "2000 Plan"), the registrant's
Non-Employee Director Stock Incentive Plan (the "Director Plan"), or (iii) the
Non-Plan stock options granted to certain marketing consultants to the
registrant.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon (i) as to the
outstanding options to purchase 1,596,500 shares of which 1,546,500 options have
been issued under the 2000 Plan and 50,000 options are Non-Plan stock options,
the exercise prices of such options and (ii) as to the 448,500 shares of common
stock that may be issued upon the exercise of options available for grant under
the 2000 Plan and the 300,000 shares of common stock that may be issued under
the Director Plan, upon the average of the high and low sales prices of the
common stock as reported on Nasdaq on August 28, 2001.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           Item 1.  Plan Information.*

                           Item 2.  Registrant Information and Employee
                                    Plan Annual Information.*


* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.











                                       I-1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

     1.   Annual Report on Form 10-K for the fiscal year ended January 31, 2001;

     2.   Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2001;
          and

     3.   The description of the registrant's common stock contained in its
          Registration Statement on Form 8-A declared effective on January 19,
          1990 and the description of the registrant's preferred share purchase
          rights contained in the registrant's Registration Statement on Form
          8-A filed with the Commission on February 2, 2000 and any amendments
          thereto.

     4.   All documents subsequently filed by the registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, prior to the filing of a post-effective amendment which
          indicates that all securities offered have been sold or which
          deregisters all securities then remaining unsold, shall be deemed to
          be incorporated by reference in this Registration Statement and to be
          a part hereof from the respective date of filing of such documents.
          Any statement contained in a document incorporated by reference herein
          is modified or superseded for all purposes to the extent that a
          statement contained in this Registration Statement or in any other
          subsequently filed document which is incorporated by reference
          modifies or replaces such statement.

     Any reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed documents



                                      II-1

<PAGE>


which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable

     Item 6. Indemnification of Directors and Officers.


     Section 145 of the General Corporation Law of the State of Delaware ("GCL")
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.

     Section 102(b) of the GCL permits a corporation, by so providing in its
certificate of incorporation, to eliminate or limit director's liability to the
corporation and its stockholders for monetary damages arising out of certain
alleged breaches of their fiduciary duty. Section 102(b)(7) of the GCL provides
that no such limitation of liability may affect a director's liability with
respect to any of the following: (i) breaches of the director's duty of loyalty
to the corporation or its stockholders; (ii) acts or omissions not made in good
faith or which involve intentional misconduct of knowing violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed in violation
of the GCL; or (iv) any transaction from which the director derived an improper
personal benefit. Section 102(b)(7) does not authorize any limitation on the
ability of the corporation or its shareholders to obtain injunction relief,
specific performance or other equitable relief against directors.

     Article Ninth of the registrant's Certificate of Incorporation and the
registrant's By-laws provide that all persons who the registrant is empowered to
indemnify pursuant to the provisions of Section 145 of the GCL (or any similar
provision or provisions of applicable law at the time in effect), shall be
indemnified by the registrant to the full extent permitted thereby. The forgoing
right of indemnification shall



                                      II-2

<PAGE>


not be deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise.

     Article Tenth of the registrant's Certificate of Incorporation provides
that no director of the registrant shall be personally liable to the registrant
or its stockholders for any monetary damages for breaches of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the GCL; or (iv) for any transaction from which
the director derived an improper personal benefit.

     The registrant's employment agreements with Mr. Neil Cole and Ms. Deborah
Sorell Stehr provide that the registrant shall indemnify each of them for the
consequences of all acts and decisions made by such person while performing
services for the registrant. These agreements also require the registrant to use
its best efforts to obtain directors' and officers' liability insurance for such
persons.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

Exhibit No.               Description
-----------               -----------
   5         Opinion of Blank Rome Tenzer Greenblatt LLP

   23.1      Consent of BDO Seidman,LLP

   23.2      Consent of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5)

   24.1      Power of Attorney (included on the Signature Page of this
             Registration Statement)



                                      II-3
<PAGE>


     Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)



                                      II-4
<PAGE>


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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.







                                      II-5
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Purchase, New York, on this 31st day of August 2001.

                                           CANDIE'S, INC.


                                           By: /s/ Neil Cole
                                               -----------------------
                                               Neil Cole, President

     Each person whose signature appears below authorizes each of Neil Cole and
Deborah Sorell Stehr, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Candie's, Inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

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

Signature                                Title                        Date

/s/ Neil Cole              Chief Executive Officer,                Aug. 31, 2001
----------------------     President and Director
Neil Cole                  (Principal Executive Officer)

/s/ Richard Danderline     Executive Vice President of             Aug. 31, 2001
----------------------     Operations and Finance (Principal
Richard Danderline         Financial and Accounting Officer)

                                                                   Aug. 31, 2001
/s/ Barry Emanuel          Director
----------------------
Barry Emanuel

/s/ Anne Iverson           Director                                    9-2, 2001
----------------------
Ann Iverson




                                      II-6
<PAGE>


/s/ Steven Mendelow        Director                              August 31, 2001
----------------------
Steven Mendelow

                           Director                                       , 2001
----------------------
Peter Siris










                                      II-7
<PAGE>


                                  Exhibit Index


Exhibit
  No.                            Description
-------                          -----------
    5     Opinion of Blank Rome Tenzer  Greenblatt LLP
 23.1     Consent of BDO Seidman,  LLP
 23.2     Consent of Tenzer Greenblatt LLP (included in Exhibit 5)
 24.1     Power of Attorney (included on Signature Page of the Registration
          Statement)
[{"type": "S-8", "sequence": "1", "filename": "d26737_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18367}]
{"company-data": {"conformed-name": "CANDIES INC", "cik": "0000857737", "assigned-sic": "3140", "irs-number": "112481930", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68906", "film-number": "1730379"}, "business-address": {"street1": "2975 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9146948600"}, "mail-address": {"street1": "2975 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577"}, "former-company": {"former-conformed-name": "MILLFELD TRADING CO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 4, 2001.

                                                    Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 CANDIE'S, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          11-2481903
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

400 Columbus Avenue, Valhalla, New York                        10595-1335
(Address of principal executive offices)                       (Zip Code)

  2000 Stock Option Plan; Non-Employee Director Stock Incentive Plan; Non-Plan
                                 Stock Options
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                           400 Columbus Avenue Avenue
                         Valhalla, New York 10595-13305
                     (Name and address of agent for service)

                                 (914) 769-8600
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE

                                        Proposed
                                         Maximum       Proposed
                                        Aggregate      Maximum
    Title of                            Offering       Aggregate     Amount of
 Securities to        Amount to be      Price Per      Offering     Registration
 be Registered       Registered (1)     Share (2)      Price (2)         Fee
----------------    ----------------   ----------    ------------   ------------
Common Stock,       2,345,000 shares      $1.95       $4,572,750     $1,143.19
par value $.001
per share

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also registers an indeterminate number of shares of
common stock which may be issued pursuant to the anti-dilution provisions of (i)
the registrant's 2000 Stock Option Plan (the "2000 Plan"), the registrant's
Non-Employee Director Stock Incentive Plan (the "Director Plan"), or (iii) the
Non-Plan stock options granted to certain marketing consultants to the
registrant.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon (i) as to the
outstanding options to purchase 1,596,500 shares of which 1,546,500 options have
been issued under the 2000 Plan and 50,000 options are Non-Plan stock options,
the exercise prices of such options and (ii) as to the 448,500 shares of common
stock that may be issued upon the exercise of options available for grant under
the 2000 Plan and the 300,000 shares of common stock that may be issued under
the Director Plan, upon the average of the high and low sales prices of the
common stock as reported on Nasdaq on August 28, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           Item 1.  Plan Information.*

                           Item 2.  Registrant Information and Employee
                                    Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

     1.   Annual Report on Form 10-K for the fiscal year ended January 31, 2001;

     2.   Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2001;
          and

     3.   The description of the registrant's common stock contained in its
          Registration Statement on Form 8-A declared effective on January 19,
          1990 and the description of the registrant's preferred share purchase
          rights contained in the registrant's Registration Statement on Form
          8-A filed with the Commission on February 2, 2000 and any amendments
          thereto.

     4.   All documents subsequently filed by the registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, prior to the filing of a post-effective amendment which
          indicates that all securities offered have been sold or which
          deregisters all securities then remaining unsold, shall be deemed to
          be incorporated by reference in this Registration Statement and to be
          a part hereof from the respective date of filing of such documents.
          Any statement contained in a document incorporated by reference herein
          is modified or superseded for all purposes to the extent that a
          statement contained in this Registration Statement or in any other
          subsequently filed document which is incorporated by reference
          modifies or replaces such statement.

     Any reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed documents

                                      II-1
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable

     Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware ("GCL")
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.

     Section 102(b) of the GCL permits a corporation, by so providing in its
certificate of incorporation, to eliminate or limit director's liability to the
corporation and its stockholders for monetary damages arising out of certain
alleged breaches of their fiduciary duty. Section 102(b)(7) of the GCL provides
that no such limitation of liability may affect a director's liability with
respect to any of the following: (i) breaches of the director's duty of loyalty
to the corporation or its stockholders; (ii) acts or omissions not made in good
faith or which involve intentional misconduct of knowing violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed in violation
of the GCL; or (iv) any transaction from which the director derived an improper
personal benefit. Section 102(b)(7) does not authorize any limitation on the
ability of the corporation or its shareholders to obtain injunction relief,
specific performance or other equitable relief against directors.

     Article Ninth of the registrant's Certificate of Incorporation and the
registrant's By-laws provide that all persons who the registrant is empowered to
indemnify pursuant to the provisions of Section 145 of the GCL (or any similar
provision or provisions of applicable law at the time in effect), shall be
indemnified by the registrant to the full extent permitted thereby. The forgoing
right of indemnification shall

                                      II-2
not be deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise.

     Article Tenth of the registrant's Certificate of Incorporation provides
that no director of the registrant shall be personally liable to the registrant
or its stockholders for any monetary damages for breaches of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the GCL; or (iv) for any transaction from which
the director derived an improper personal benefit.

     The registrant's employment agreements with Mr. Neil Cole and Ms. Deborah
Sorell Stehr provide that the registrant shall indemnify each of them for the
consequences of all acts and decisions made by such person while performing
services for the registrant. These agreements also require the registrant to use
its best efforts to obtain directors' and officers' liability insurance for such
persons.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

Exhibit No.               Description
-----------               -----------
   5         Opinion of Blank Rome Tenzer Greenblatt LLP

   23.1      Consent of BDO Seidman,LLP

   23.2      Consent of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5)

   24.1      Power of Attorney (included on the Signature Page of this
             Registration Statement)

                                      II-3
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)

                                      II-4
or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Purchase, New York, on this 31st day of August 2001.

                                           CANDIE'S, INC.

                                           By: /s/ Neil Cole
                                               -----------------------
                                               Neil Cole, President

     Each person whose signature appears below authorizes each of Neil Cole and
Deborah Sorell Stehr, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Candie's, Inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

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

Signature                                Title                        Date

/s/ Neil Cole              Chief Executive Officer,                Aug. 31, 2001
----------------------     President and Director
Neil Cole                  (Principal Executive Officer)

/s/ Richard Danderline     Executive Vice President of             Aug. 31, 2001
----------------------     Operations and Finance (Principal
Richard Danderline         Financial and Accounting Officer)

                                                                   Aug. 31, 2001
/s/ Barry Emanuel          Director
----------------------
Barry Emanuel

/s/ Anne Iverson           Director                                    9-2, 2001
----------------------
Ann Iverson

                                      II-6
/s/ Steven Mendelow        Director                              August 31, 2001
----------------------
Steven Mendelow

                           Director                                       , 2001
----------------------
Peter Siris

                                      II-7
Exhibit Index

Exhibit
  No.                            Description
-------                          -----------
    5     Opinion of Blank Rome Tenzer  Greenblatt LLP
 23.1     Consent of BDO Seidman,  LLP
 23.2     Consent of Tenzer Greenblatt LLP (included in Exhibit 5)
 24.1     Power of Attorney (included on Signature Page of the Registration
          Statement)