As filed with the Securities and Exchange Commission on November 2, 2000.
                              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 Identification No.)
of incorporation or organization)

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

                 1997 Stock Option 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.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174

<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                           Maximum      Maximum
   Title of                               Aggregate    Aggregate     Amount of
Securities to          Amount to be       Offering     Offering    Registration
be Registered         Registered (1)      Price (2)    Price (2)       Fee
-------------         --------------      ---------    ---------   ------------

Common Stock,        5,239,000 shares   $12,908,796     $2.464      $3,407.93
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 1997 Stock Option Plan (the "Plan") or
     (ii) the Non-Plan stock options granted to certain employees of, and a
     marketing consultant 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 5,236,500 shares of which 3,497,500
     options have been issued under the Plan and 1,739,000 options are Non-Plan
     stock options, the exercise prices of such options and (ii) as to the 2,500
     shares that may be issued upon the exercise of options available for grant
     under the Plan, upon the average of the high and low sales prices of the
     common stock as reported on Nasdaq on October 30, 2000.

<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>

                                   PROSPECTUS


                                 CANDIE'S, INC.

                        2,768,874 Shares of Common Stock

     This  Prospectus  relates  to the resale of up to  2,768,874  shares of our
common stock by certain  stockholders.  All of these  shares are  issuable  upon
exercise of options we previously granted to the selling stockholders.

     The selling  stockholders  may sell these  shares from time to time through
ordinary brokerage  transactions in the over-the-counter  markets, in negotiated
transactions or otherwise,  at market prices  prevailing at the time of sale, at
negotiated  prices  and in certain  other  ways,  as  described  under  "Plan of
Distribution"  on page 12. We will not receive any of the proceeds from the sale
of these shares by the selling stockholders.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
CAND.  On October  31,  2000,  the  closing  sale  price of our common  stock as
reported by Nasdaq was $0.8125.

     Investing in our common stock is speculative  and involves a high degree of
risk. See "Risk Factors" beginning on page 4.

     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.


                The date of this prospectus is November 2, 2000.

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
financial and business information with the SEC. Our SEC filings are available
on the SEC's web site at http://www.sec.gov. You also may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information about their public reference rooms, including copy charges.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede information in this prospectus and
in our other filings with the SEC. We incorporate by reference into this
prospectus our Annual Report on Form 10-K for the year ended January 31, 2000
and amendments No. 1 and 2 thereto on Form 10-K/A, our Quarterly Report on Form
10-Q for the quarterly period ended April 30, 2000; our Quarterly Report on Form
10-Q for the quarterly period ended July 31, 2000, and the description of our
common stock which is contained in our Registration Statement on Form 8-A and
the description of the preferred share purchase rights which is contained in our
most recent Form 8-A, each of which we already have filed with the SEC. We also
incorporate by reference into this prospectus any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until all of the shares of common stock covered by this prospectus are
sold.

     You may request a copy of these filings at no cost, by writing or calling
us at the following address:

                                 Candie's, Inc.
                               400 Columbus Avenue
                          Valhalla, New York 10595-1335
                      Attention: Deborah Sorell Stehr, Esq.
                                 (914) 769-8600

     You should rely only on the information contained in, or incorporated by
reference into, this prospectus or any applicable prospectus supplement. We have
not authorized anyone to provide you with additional or different information.
You should not assume that the information in this prospectus, any prospectus
supplement, or any document incorporated by reference


                                      -2-
<PAGE>

is accurate as of any date other than the date of those documents.

                  You may also obtain from the SEC a copy of the Registration
Statement and exhibits that we filed with the SEC when we registered the shares
of common stock. The Registration Statement may contain additional information
that may be important to you.

     Unless the context requires otherwise, all references in this prospectus to
"Candie's", "we", "our" and "us" refer to Candie's, Inc., a Delaware
corporation.

                           FORWARD-LOOKING STATEMENTS

     We make statements in this prospectus and the documents incorporated by
reference that are considered forward-looking statements under the federal
securities laws. Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
them. The words "anticipate," "believe," "may," "estimate," "expect," and
similar expressions, and variations of such terms or the negative of such terms,
are intended to identify such forward-looking statements.

     All forward-looking statements are subject to certain risks, uncertainties
and assumptions. If one or more of these risks or uncertainties materialize, or
if underlying assumptions prove incorrect, our actual results, performance or
achievements could differ materially from those expressed in, or implied by, any
such forward-looking statements. Important factors that could cause or
contribute to such difference include those discussed under "Risk Factors" in
this Prospectus and in our Annual Report on Form 10-K. You should not place
undue reliance on such forward-looking statements, which speak only as of their
dates. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You should carefully consider the information set forth
under "Risk Factors" in this prospectus.


                                      -3-
<PAGE>

                              ABOUT CANDIE'S, INC.

The history of the "CANDIE'S" brand spans over 20 years and has become
synonymous with young, fun and fashionable footwear marketed by innovative
advertising and celebrity spokespersons. We are currently engaged primarily in
the design, marketing, and distribution of moderately-priced women's casual and
fashion footwear under the CANDIE'S(R) and BONGO(R) trademarks for distribution
within the United States to department, specialty, chain and eight company-owned
retail stores and to specialty stores internationally. We market and distribute
children's footwear under the CANDIE'S and BONGO trademarks, as well as a
variety of men's workboots, hiking boots, winter boots, and outdoor casual shoes
designed and marketed under private labels and the ASPEN(R) brand, which is
licensed by us from a third party through Bright Star Footwear, Inc., our
wholly-owned subsidiary. In 1998, we began licensing our CANDIE'S trademark for
the purpose of building CANDIE'S into a lifestyle brand serving generation "Y"
women and girls, and we currently hold licenses for fragrance, eyewear, leg wear
and handbags. Through Unzipped Apparel, LLC, our joint venture with Sweet
Sportswear LLC, we market and distribute jeans wear and apparel under the
BONGO(R) label to department, specialty, and chain stores in the United States.

We were incorporated in the State of Delaware in 1978. Our principal executive
offices are located at 400 Columbus Avenue, Valhalla, New York, 10595-1335 and
our telephone number is (914) 769-8600.

                                  RISK FACTORS

     The shares offered hereby are speculative and involve a high degree of
risk. Each prospective investor should carefully consider the following risk
factors before making an investment decision.

     We have incurred substantial losses during our most recent fiscal year.

     Although we achieved net income for our fiscal quarters ended April 30,
2000 and July 31, 2000, respectively, we sustained a net loss of approximately
$25 million during our fiscal year ended January 31, 2000. We cannot guarantee
that we will not incur substantial future losses. Moreover, future losses could
jeopardize our ability to comply with certain financial covenants contained in
agreements with our primary


                                      -4-
<PAGE>

commercial lenders. If we were to violate any such covenants the lenders could
accelerate any of our outstanding loans.

Our business is dependent on continued market acceptance of our products and of
the CANDIE'S(R) trademark.

Our ability to achieve continued market acceptance of our existing products or
market acceptance of any future products that may be offered by us is subject to
a high degree of uncertainty. Our ability to achieve market acceptance by new
customers or continued market acceptance by existing or past customers will
require substantial additional marketing efforts and the expenditure of
significant funds by us to create a demand for such products. Our additional
marketing efforts and expenditures may not result in either increased market
acceptance of our products or increased sales. We are materially dependent on
the sale of products bearing the CANDIE'S(R) trademark for a significant portion
of our revenues. A failure of our CANDIE'S(R) trademark or products to achieve
or maintain market acceptance would have a material adverse effect on us.

Our business is dependent upon or ability to secure and maintain adequate
financing to satisfy our significant capital requirements.

The manufacture and sale of our products requires that we obtain a significant
amount of capital. We are substantially dependent on financing from the
arrangement with our factor in order to finance our working capital
requirements. We will require financing should we seek to expand our business
operations including, but not limited to, an expansion of our retail operations.
Moreover, in the event that projected cash flow proves to be insufficient to
satisfy our cash requirements, we may be required to seek additional funds
through, among other means, public or private equity or debt financing, which
may result in dilution to our stockholders. Our failure to obtain any required
additional financing on terms acceptable to us, or at all, could have a material
adverse effect upon our business.

A recession in the fashion industry or rapidly changing fashion trends could
harm our operating results.

The fashion industry is cyclical, with purchases of apparel and related goods
tending to decline during recessionary periods when disposable income is low. A
poor general economic climate could have a negative impact on our ability to
compete for


                                      -5-
<PAGE>

limited consumer resources. Moreover, our future success depends in substantial
part on our ability to anticipate and respond to changing consumer demands and
fashion trends in a timely manner. The footwear and wearing apparel industries
are generally subject to constantly changing fashion trends. If we misjudge the
market for a particular product or product line, it may result in an increased
inventory of unsold and outdated finished goods, which may have an adverse
effect on our business. In addition, we operate under substantial time
constraints which require us to have production orders in place at specified
times in advance of its customers' retail selling seasons. If our suppliers fail
to meet their delivery date requirements pursuant to their purchase orders with
us, we will be unable to meet its delivery date requirements pursuant to
purchase orders with our customers. This could result in the cancellation of
purchase orders both by us and our customers, having an adverse effect on our
revenues and earnings.

We rely on unaffiliated manufacturers and suppliers.

We do not own or operate any manufacturing facilities. All of our footwear and
wearing apparel products are manufactured to our specifications by our suppliers
(either directly or through third party manufacturers on a subcontract basis).
We have no manufacturing or supply contracts with any of the manufacturers or
suppliers of footwear products, therefore, any or all of these companies could
terminate their relationship with us at any time. In addition, the manufacturers
of our products have limited production capacity and may not, in all instances,
have the capability to satisfy our manufacturing requirements. In such event,
the capacity of alternative manufacturing sources may not be available to us on
a cost effective basis. Accordingly, our dependence upon third parties for the
manufacture of our products could have an adverse effect on our ability to
deliver products on a timely and competitive basis and could have an adverse
effect on our operations.
In addition, most raw materials necessary for the manufacture of our footwear
are purchased by the manufacturers from suppliers located in the country of
manufacture. We do not maintain contractual relationships with any of these
suppliers and our inability to obtain raw materials could harm our operations.

We are subject to risks and uncertainties of foreign manufacturing.

All of our products are manufactured overseas. We are subject to various risks
inherent in foreign manufacturing, including:


                                      -6-
<PAGE>

     o    increased credit risks;

     o    tariffs and duties;

     o    fluctuations in foreign currency exchange rates;

     o    shipping delays; and

     o    international political, regulatory and economic developments, all of
          which can have a significant impact on our operating results.

We also import certain finished products and assume all risk of loss and damage
once our suppliers ship these goods. If these goods were destroyed or damaged
during shipment it could adversely effect our operations and financial position.

We face intense competition in our markets.

The footwear and apparel industries are extremely competitive in the United
States and we face intense and substantial competition in each of our product
lines. In general, competitive factors include quality, price, style, name
recognition and service. In addition, the presence in the marketplace of various
fads and the limited availability of shelf space can affect competition. Many of
our competitors have greater financial, distribution, marketing and other
resources than we have and have achieved significant name recognition for their
brand names. There can be no assurance that we will be able to continue to
compete successfully.

We may not be able to protect our proprietary rights or avoid claims that we
infringe on the proprietary rights of others.

We own federal trademark registrations for CANDIE'S(R) and BONGO(R), among
others, and believe that our CANDIE'S(R) trademark and our Bongo (R) trademark
have significant value and are important to the marketing of our products. There
can be no assurance that CANDIE'S(R) or other trademarks owned or used by us do
not or will not violate the proprietary rights of others, that they would be
upheld if challenged or that we would not, in such an event, be prevented from
using the trademarks, any of which events could have an adverse effect on us. In
addition, there can be no assurance that we will have the financial resources
necessary to enforce or defend trademarks owned or used by us.


                                      -7-
<PAGE>

We are dependent upon our key executives and other personnel.

Our success is largely dependent upon the efforts of Neil Cole, our President,
Chief Executive Officer and Chairman. Although we have entered into an
employment agreement with Mr. Cole, expiring in February 2003, which requires
him to commit a majority of his business time to the affairs of Candie's, the
loss of his services would have a material adverse effect on our business and
prospects. Our success is also dependent upon our ability to hire and retain
additional qualified sales and marketing personnel in connection with the
design, marketing and distribution of our products as well as our ability to
hire and retain administrative personnel. There can be no assurance that we will
be able to hire or retain such necessary personnel.

Provisions in our charter and share purchase rights plan may prevent an
acquisition of Candie's.

Certain provisions of our Certificate of Incorporation and our Share Purchase
Rights Plan could have the effect, either alone or in combination with each
other, of making more difficult, or discouraging an acquisition of our company
deemed undesirable by our Board of Directors. Under our Certificate of
Incorporation, there are approximately 5,000,000 unreserved shares of common
stock and 5,000,000 shares of preferred stock available for future issuance
without stockholder approval. The Share Purchase Rights Plan, commonly known as
a "poison pill," states that, in the event than an individual or entity acquires
15% of the outstanding shares of our company, stockholders other than the
acquiror may purchase additional shares of our common stock for a fixed price.
The existence of authorized but unissued capital stock, together with the
existence of the Share Purchase Rights Plan, could have the effect of
discouraging an acquisition of our company.

We are subject to certain regulatory matters that could harm us.

In August 1999 the staff of the SEC advised us that it had commenced a formal
investigation into our actions and the actions of others in connection with,
among other things, certain accounting issues. We could be harmed if the SEC
decides to take any action against us as a result of the matters that are
subject of the SEC investigation.

We do not expect to pay dividends.

We have not paid any cash dividends on our common stock to date and do not
expect to pay dividends for the foreseeable future.


                                      -8-
<PAGE>

Under existing loan agreements with our principal lender, we are not permitted
to pay dividends without the lender's consent.

The market price of our common stock may be volatile.

The market price of our common stock may be highly volatile. Disclosures of our
operating results, announcements of various events by us or our competitors and
the development and marketing of new products affecting our industry may cause
the market price of our common stock to change significantly over short periods
of time. The market price of our common stock could also be adversely affected
if it were for any reason no longer eligible for trading on Nasdaq or a similar
quotation medium. Sales of shares under this prospectus may have a depressive
effect on the market price of our common stock.

Future sales of shares of our common stock could affect the market price of our
common stock and our ability to raise additional capital.

     We have previously issued a substantial number of shares of common stock,
which are eligible for resale under Rule 144 of the Securities Act of 1933, and
may become freely tradeable. We have also granted registration rights with
respect to a substantial number of shares of common stock, including shares
issuable upon the exercise of options and warrants. If holders of registration
rights choose to exercise such rights and sell shares of common stock in the
public market, or if holders of currently restricted shares or the shares to be
issued in connection with the settlement agreement we entered into with the
plaintiffs of the "Willow Creek Capital Partners, L.P., v. Candie's, Inc."
purported securities class action choose to sell such shares in the public
market under Rule 144 or otherwise, the prevailing market price for the common
stock may decline. The Willow Creek settlement agreement provides for a payment
by us of total consideration of $10.0 million, payable in a combination of $4.0
million of cash, $4.0 million in preferred stock and $2.0 million in common
stock. Future public sales of shares of common stock may adversely affect the
market price of our common stock or our future ability to raise capital by
offering equity securities.


                                      -9-
<PAGE>

                                 USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling
stockholders. However, we will realize proceeds from any cash exercises of
options made before the sale of any of the shares of common stock being offered
hereby that are underlying any of the options. There can be no assurance that
any options will be exercised by the selling stockholders. Any net proceeds
received from option exercises will be considered as uncommitted funds and may
be used by us for, among other things, working capital and general corporate
purposes. We have agreed to bear the expenses in connection with the
registration of the common stock being offered hereby by the selling
stockholders.

                          DESCRIPTION OF CAPITAL STOCK

General

We are authorized to issue 30,000,000 shares of common stock, $.001 par value
per share and 5,000,000 shares of preferred stock, $.001 par value per share. As
of the date of this prospectus, there are approximately 18,029,000 shares of our
common stock and no shares of preferred stock outstanding. As noted above,
pursuant to the settlement agreement we reached in the Willow Creek Capital
Partners litigation we have agreed to issue additional shares of our common
stock as well as shares of preferred stock.

The holders of our common stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors. The holders of our common stock are entitled to
receive dividends when, as and if declared by our Board of Directors out of
funds legally available therefor. In the event of liquidation, dissolution or
winding up of the Company, the holders of our common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having liquidation preference over the common stock. Holders of shares of
our common stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption or sinking fund provisions applicable to the
common stock.


                                      -10-
<PAGE>

Preferred Stock

Our Board of Directors, without stockholder approval, is empowered to issue
preferred stock with such designation, rights and preferences as it may, from
time to time, determine.

                              SELLING STOCKHOLDERS


An aggregate of 2,768,874 shares of common stock that may be received by the
selling stockholders listed below upon the exercise of options previously
granted to them by Candie's may be offered and sold. Messrs. Cole, Emanuel,
Mendelow, Tucker and Siris are all directors of Candie's. Moreover, Messrs.
Cole, Danderline and Ms. Sorell Stehr are all executive officers of Candie's.

The following table sets forth certain information with respect to the selling
stockholders:

<TABLE>
<CAPTION>
                                                                        Percentage of
                        Beneficial                       Shares            Shares
                        Ownership        Shares       Beneficially      Beneficially
 Stockholder for      of Shares of   Registered for  Owned Assuming    Owned Assuming
Which Shares are      Common Stock        Sale       the Sale of the  the Sale of the
Being Registered        Prior to         In the          Shares            Shares
    for Sale            Offering        Offering       Registered        Registered
    --------            --------        --------       ----------        ----------
<S>                      <C>           <C>             <C>                 <C>
Neil Cole                3,113,436     2,318,374         795,062            4.4
Deborah Sorell Stehr       100,000        80,000          20,000              *
Barry Emanuel               70,125        70,125               0              0
Steven Mendelow            126,125        55,375          70,750              *
Peter Siris                 62,000        60,000           2,000              *
Mark Tucker              1,986,597        35,000       1,951,597           10.8
Richard Danderline         150,000       150,000               0              0
</TABLE>

----------
*Less than one percent

     Unless otherwise noted, we believe that all persons named in the above
table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. The above table assumes as to each stockholder
named in the above table the exercise of all of the options granted to such
person under our 1997 Stock Option Plan as well as certain non-plan options
granted by us to the selling stockholders that have not been exercised as of the
date of this prospectus (whether or not currently exercisable) and the sale of
all of the shares issuable upon exercise of such options but no other options,
warrants or convertible securities held by the selling stockholder. We cannot
assure you that any options will be exercised or that any shares of common stock
offered by the persons named in the above table will be sold. The stockholders
are not required to exercise any of the options or to sell any of the shares of
common stock registered for sale by them.


                                      -11-
<PAGE>

     The above table also assumes for calculating each stockholder's beneficial
and percentage ownership that options, warrants or convertible securities that
are held by such stockholder (but not held by any other selling shareholder or
person) and are exercisable within 60 days from the date this prospectus have
been exercised and converted.

     Mr. Cole's beneficial ownership includes 1,918,374 shares issuable upon
exercise of options, and 72,978 shares held by a charitable foundation, of which
Mr. Cole and his wife are co-trustees. Mr. Cole disclaims beneficial ownership
of the shares held by such charitable foundation.

     Mr. Tucker's beneficial ownership includes 35,000 shares of common stock
issuable upon exercise of options and 825,000 shares held by Redwood Shoe Corp.,
which shares were issued pursuant to an agreement between us and Redwood Shoe
Corp., pertaining to the settlement of certain indebtedness of ours to Redwood
Shoe Corp. Mr. Tucker is affiliated with Redwood Shoe Corp.

     Mr. Emanuel's beneficial ownership includes 70,125 shares of common stock
issuable upon exercise of options.

     Mr. Mendelow's beneficial ownership includes 25,000 shares of common stock
issuable upon exercise of options and 60,750 shares of common stock owned by C&P
Associates, with which Mr. Mendelow and his wife are affiliated.

     Mr. Siris' beneficial ownership includes 60,000 shares of common stock
issuable upon exercise of options and 2,000 shares of common stock owned by Mr.
Siris' minor daughter.

                              PLAN OF DISTRIBUTION

We are registering shares of our common stock with this prospectus on behalf of
the selling stockholders. All references to selling stockholders in this
prospectus include donees and pledgees selling shares of common stock received
from a named selling stockholder after the date of this prospectus. We have
agreed to pay all expenses in connection with the registration of the shares of
common stock for sale by the selling stockholders. The selling stockholders will
bear all brokerage commissions and similar selling expenses, if any,
attributable to sales of their shares. Sales of shares may be effected by the
selling stockholders from time to time in one or more types of transactions, any
of which may involve crosses and block transactions, made on Nasdaq, in the
over-the-counter market, on a national securities exchange, in privately
negotiated transactions or otherwise or in a combination of such transactions at
prices and at terms and market prices prevailing at the time of sale or at
privately negotiated prices. These transactions may or may not involve brokers
or dealers.

Without limiting the generality of the foregoing, the shares may be sold in one
or more of the following types of transactions: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell


                                      -12-
<PAGE>

a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate in the resale. In addition,
any shares covered by this prospectus which qualify for sale pursuant to Section
4(1) of the Securities Act of 1933 or Rule 144 promulgated thereunder may be
sold under such provisions rather than pursuant to this prospectus.

In connection with distributions of the shares or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or others.
In connection with such transactions, broker-dealers or others may engage in
short sales of the shares registered in this prospectus in the course of hedging
the positions they assume with selling stockholders. The selling stockholders
may also sell shares short and deliver the shares to close out such short
positions. The selling stockholders may also enter into option or other
transactions with broker-dealers or other persons or entities which require the
delivery to the broker-dealer or such other persons or entities of the shares
registered in this prospectus, which the broker-dealer or such other persons or
entities may resell pursuant to this prospectus. The selling stockholders may
also pledge the shares registered in this prospectus to a broker or dealer or
other person or entity, and, upon a default, the broker or dealer or other
person or entity may effect sales of the pledged shares pursuant to this
prospectus.

Brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from selling stockholders in amounts to be negotiated
in connection with sales. Such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. In this case,
any commissions, discounts or concessions received by broker-dealers and any
profit on the resale of the shares sold by them may be deemed to be underwriting
discounts or commissions under the Securities Act of 1933. Any dealer or broker
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any supplements, to any person who purchases
any of the shares from or through such dealer or broker.


                                      -13-
<PAGE>

During such time as they may be engaged in a distribution of the shares included
in this prospectus, the selling stockholders are required to comply with
Regulation M promulgated under the Securities Exchange Act of 1934. With certain
exceptions, Regulation M precludes any selling stockholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.

It is possible that a significant number of shares may be sold under this
prospectus. Accordingly, these sales or the possibility of such sales may have a
depressive effect on the market price of our common stock.

                                 INDEMNIFICATION

Section 145 of the General Corporation Law of the State of Delaware provides for
the indemnification of our officers and directors under certain circumstances
against expenses incurred in successfully defending against a claim and
authorizes us to indemnify our 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 Delaware General Corporation Law 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) 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 Delaware General Corporation Law; 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


                                      -14-
<PAGE>

or its stockholders to obtain injunctive relief, specific performance or other
equitable relief against directors.

Article Ninth of our Certificate of Incorporation and Article XVIII of our
By-laws provide that all persons who we are empowered to indemnify pursuant to
the provisions of Section 145 of the General Corporation law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect), shall be indemnified by us to the full extent permitted thereby. The
foregoing right of indemnification shall 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 stockholders or disinterested directors, or
otherwise.

Article Tenth of our Certificate of Incorporation provides that none of our
directors shall be personally liable to us or our stockholders for any monetary
damages for breaches of fiduciary duty of loyalty to us or our 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 General
Corporation of Law of the state of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit.

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

Insofar as indemnification for liabilities under the Securities Act of 1933 may
be permitted to our directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.

                                  LEGAL MATTERS

The legality of the securities offered this prospectus will be passed upon by
Blank Rome Tenzer Greenblatt LLP, New York, New York.


                                      -15-
<PAGE>

                                     EXPERTS

The consolidated financial statements and schedule of the Company incorporated
by reference in this Prospectus have been audited by BDO Seidman LLP,
independent certified public accountants, to the extent and for the periods set
forth in their reports incorporated herein by reference, and are incorporated
herein in reliance upon such reports upon the authority of said firm as experts
in auditing and accounting.

The financial statements of Unzipped Apparel, LLC, an equity investee,
incorporated by reference in this Prospectus, have been audited or reviewed by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their reports incorporated herein by reference, and
are incorporated herein in reliance upon such reports upon the authority of said
firm as experts in auditing and accounting.


                                      -16-
<PAGE>

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


We have not authorized any dealer, salesperson
or any other person to give any information or
to make any representations other than those
contained in this prospectus. You must not rely        --------------------
on unauthorized information. This prospectus
does not offer to sell or solicit an offer to
buy securities in any jurisdiction in which it
is unlawful. Neither the delivery of this              2,768,874 Shares of
prospectus nor any sale made under this
prospectus shall imply that the information in             Common Stock
this prospectus is correct as of any time after
the date of this prospectus.

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

               TABLE OF CONTENTS

                                        Page
Where You Can Find More Information.....   2
Forward Looking Statements..............   3
About Candie's, Inc.....................   4
Risk Factors............................   4           --------------------
Use of Proceeds.........................  10
Description of Capital Stock............  10              CANDIE'S, INC.
Selling Stockholders....................  11
Plan of Distribution....................  12           --------------------
Indemnification.........................  14
Legal Matters...........................  15                PROSPECTUS
Experts.................................  16
                                                       --------------------






                                                         November 2, 2000

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



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

<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, 2000;

     2.   Form  10-K/A,  Amendment  No. 1 to Report on Form 10-K for the  fiscal
          year ended January 31, 2000

     3.   Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2000

     4.   Quarterly Report on Form 10-Q for the Quarter Ended July 31, 2000;

     5.   Form  10-K/A,  Amendment  No. 2 to Report on Form 10-K for the  fiscal
          year ended January 31, 2000;

     6.   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.

     7. 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  shareholders  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 shareholders;  (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. Cole and Ms. 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,


                                      II-4
<PAGE>

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

     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 October 2000.

                                             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.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                              Title                         Date

/s/ Neil Cole                 Chief Executive Officer,         October 31, 2000
--------------------------    President and Director
Neil Cole                     (Principal Executive
                              Officer)


/s/ Richard Danderline        Executive Vice President         October 31, 2000
--------------------------    of Operations and Finance
Richard Danderline            (Principal Financial and
                              Accounting Officer)


/s/ Barry Emanuel             Director                         October 31, 2000
--------------------------
Barry Emanuel


/s/ Steven Mendelow           Director                         October 31, 2000
--------------------------
Steven Mendelow


                                      II-6
<PAGE>


/s/ Peter Siris               Director                         October 31, 2000
--------------------------
Peter Siris


______________________        Director                         __________, 2000


                                      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": "d23891_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 57595}]
{"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": "333-49178", "film-number": "752045"}, "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 November 2, 2000.
                              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 Identification No.)
of incorporation or organization)

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

                 1997 Stock Option 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.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
                                           Maximum      Maximum
   Title of                               Aggregate    Aggregate     Amount of
Securities to          Amount to be       Offering     Offering    Registration
be Registered         Registered (1)      Price (2)    Price (2)       Fee
-------------         --------------      ---------    ---------   ------------

Common Stock,        5,239,000 shares   $12,908,796     $2.464      $3,407.93
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 1997 Stock Option Plan (the "Plan") or
     (ii) the Non-Plan stock options granted to certain employees of, and a
     marketing consultant 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 5,236,500 shares of which 3,497,500
     options have been issued under the Plan and 1,739,000 options are Non-Plan
     stock options, the exercise prices of such options and (ii) as to the 2,500
     shares that may be issued upon the exercise of options available for grant
     under the Plan, upon the average of the high and low sales prices of the
     common stock as reported on Nasdaq on October 30, 2000.
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
PROSPECTUS

                                 CANDIE'S, INC.

                        2,768,874 Shares of Common Stock

     This  Prospectus  relates  to the resale of up to  2,768,874  shares of our
common stock by certain  stockholders.  All of these  shares are  issuable  upon
exercise of options we previously granted to the selling stockholders.

     The selling  stockholders  may sell these  shares from time to time through
ordinary brokerage  transactions in the over-the-counter  markets, in negotiated
transactions or otherwise,  at market prices  prevailing at the time of sale, at
negotiated  prices  and in certain  other  ways,  as  described  under  "Plan of
Distribution"  on page 12. We will not receive any of the proceeds from the sale
of these shares by the selling stockholders.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
CAND.  On October  31,  2000,  the  closing  sale  price of our common  stock as
reported by Nasdaq was $0.8125.

     Investing in our common stock is speculative  and involves a high degree of
risk. See "Risk Factors" beginning on page 4.

     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.

                The date of this prospectus is November 2, 2000.
WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
financial and business information with the SEC. Our SEC filings are available
on the SEC's web site at http://www.sec.gov. You also may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information about their public reference rooms, including copy charges.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede information in this prospectus and
in our other filings with the SEC. We incorporate by reference into this
prospectus our Annual Report on Form 10-K for the year ended January 31, 2000
and amendments No. 1 and 2 thereto on Form 10-K/A, our Quarterly Report on Form
10-Q for the quarterly period ended April 30, 2000; our Quarterly Report on Form
10-Q for the quarterly period ended July 31, 2000, and the description of our
common stock which is contained in our Registration Statement on Form 8-A and
the description of the preferred share purchase rights which is contained in our
most recent Form 8-A, each of which we already have filed with the SEC. We also
incorporate by reference into this prospectus any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until all of the shares of common stock covered by this prospectus are
sold.

     You may request a copy of these filings at no cost, by writing or calling
us at the following address:

                                 Candie's, Inc.
                               400 Columbus Avenue
                          Valhalla, New York 10595-1335
                      Attention: Deborah Sorell Stehr, Esq.
                                 (914) 769-8600

     You should rely only on the information contained in, or incorporated by
reference into, this prospectus or any applicable prospectus supplement. We have
not authorized anyone to provide you with additional or different information.
You should not assume that the information in this prospectus, any prospectus
supplement, or any document incorporated by reference

                                      -2-
is accurate as of any date other than the date of those documents.

                  You may also obtain from the SEC a copy of the Registration
Statement and exhibits that we filed with the SEC when we registered the shares
of common stock. The Registration Statement may contain additional information
that may be important to you.

     Unless the context requires otherwise, all references in this prospectus to
"Candie's", "we", "our" and "us" refer to Candie's, Inc., a Delaware
corporation.

                           FORWARD-LOOKING STATEMENTS

     We make statements in this prospectus and the documents incorporated by
reference that are considered forward-looking statements under the federal
securities laws. Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
them. The words "anticipate," "believe," "may," "estimate," "expect," and
similar expressions, and variations of such terms or the negative of such terms,
are intended to identify such forward-looking statements.

     All forward-looking statements are subject to certain risks, uncertainties
and assumptions. If one or more of these risks or uncertainties materialize, or
if underlying assumptions prove incorrect, our actual results, performance or
achievements could differ materially from those expressed in, or implied by, any
such forward-looking statements. Important factors that could cause or
contribute to such difference include those discussed under "Risk Factors" in
this Prospectus and in our Annual Report on Form 10-K. You should not place
undue reliance on such forward-looking statements, which speak only as of their
dates. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You should carefully consider the information set forth
under "Risk Factors" in this prospectus.

                                      -3-
ABOUT CANDIE'S, INC.

The history of the "CANDIE'S" brand spans over 20 years and has become
synonymous with young, fun and fashionable footwear marketed by innovative
advertising and celebrity spokespersons. We are currently engaged primarily in
the design, marketing, and distribution of moderately-priced women's casual and
fashion footwear under the CANDIE'S(R) and BONGO(R) trademarks for distribution
within the United States to department, specialty, chain and eight company-owned
retail stores and to specialty stores internationally. We market and distribute
children's footwear under the CANDIE'S and BONGO trademarks, as well as a
variety of men's workboots, hiking boots, winter boots, and outdoor casual shoes
designed and marketed under private labels and the ASPEN(R) brand, which is
licensed by us from a third party through Bright Star Footwear, Inc., our
wholly-owned subsidiary. In 1998, we began licensing our CANDIE'S trademark for
the purpose of building CANDIE'S into a lifestyle brand serving generation "Y"
women and girls, and we currently hold licenses for fragrance, eyewear, leg wear
and handbags. Through Unzipped Apparel, LLC, our joint venture with Sweet
Sportswear LLC, we market and distribute jeans wear and apparel under the
BONGO(R) label to department, specialty, and chain stores in the United States.

We were incorporated in the State of Delaware in 1978. Our principal executive
offices are located at 400 Columbus Avenue, Valhalla, New York, 10595-1335 and
our telephone number is (914) 769-8600.

                                  RISK FACTORS

     The shares offered hereby are speculative and involve a high degree of
risk. Each prospective investor should carefully consider the following risk
factors before making an investment decision.

     We have incurred substantial losses during our most recent fiscal year.

     Although we achieved net income for our fiscal quarters ended April 30,
2000 and July 31, 2000, respectively, we sustained a net loss of approximately
$25 million during our fiscal year ended January 31, 2000. We cannot guarantee
that we will not incur substantial future losses. Moreover, future losses could
jeopardize our ability to comply with certain financial covenants contained in
agreements with our primary

                                      -4-
commercial lenders. If we were to violate any such covenants the lenders could
accelerate any of our outstanding loans.

Our business is dependent on continued market acceptance of our products and of
the CANDIE'S(R) trademark.

Our ability to achieve continued market acceptance of our existing products or
market acceptance of any future products that may be offered by us is subject to
a high degree of uncertainty. Our ability to achieve market acceptance by new
customers or continued market acceptance by existing or past customers will
require substantial additional marketing efforts and the expenditure of
significant funds by us to create a demand for such products. Our additional
marketing efforts and expenditures may not result in either increased market
acceptance of our products or increased sales. We are materially dependent on
the sale of products bearing the CANDIE'S(R) trademark for a significant portion
of our revenues. A failure of our CANDIE'S(R) trademark or products to achieve
or maintain market acceptance would have a material adverse effect on us.

Our business is dependent upon or ability to secure and maintain adequate
financing to satisfy our significant capital requirements.

The manufacture and sale of our products requires that we obtain a significant
amount of capital. We are substantially dependent on financing from the
arrangement with our factor in order to finance our working capital
requirements. We will require financing should we seek to expand our business
operations including, but not limited to, an expansion of our retail operations.
Moreover, in the event that projected cash flow proves to be insufficient to
satisfy our cash requirements, we may be required to seek additional funds
through, among other means, public or private equity or debt financing, which
may result in dilution to our stockholders. Our failure to obtain any required
additional financing on terms acceptable to us, or at all, could have a material
adverse effect upon our business.

A recession in the fashion industry or rapidly changing fashion trends could
harm our operating results.

The fashion industry is cyclical, with purchases of apparel and related goods
tending to decline during recessionary periods when disposable income is low. A
poor general economic climate could have a negative impact on our ability to
compete for

                                      -5-
limited consumer resources. Moreover, our future success depends in substantial
part on our ability to anticipate and respond to changing consumer demands and
fashion trends in a timely manner. The footwear and wearing apparel industries
are generally subject to constantly changing fashion trends. If we misjudge the
market for a particular product or product line, it may result in an increased
inventory of unsold and outdated finished goods, which may have an adverse
effect on our business. In addition, we operate under substantial time
constraints which require us to have production orders in place at specified
times in advance of its customers' retail selling seasons. If our suppliers fail
to meet their delivery date requirements pursuant to their purchase orders with
us, we will be unable to meet its delivery date requirements pursuant to
purchase orders with our customers. This could result in the cancellation of
purchase orders both by us and our customers, having an adverse effect on our
revenues and earnings.

We rely on unaffiliated manufacturers and suppliers.

We do not own or operate any manufacturing facilities. All of our footwear and
wearing apparel products are manufactured to our specifications by our suppliers
(either directly or through third party manufacturers on a subcontract basis).
We have no manufacturing or supply contracts with any of the manufacturers or
suppliers of footwear products, therefore, any or all of these companies could
terminate their relationship with us at any time. In addition, the manufacturers
of our products have limited production capacity and may not, in all instances,
have the capability to satisfy our manufacturing requirements. In such event,
the capacity of alternative manufacturing sources may not be available to us on
a cost effective basis. Accordingly, our dependence upon third parties for the
manufacture of our products could have an adverse effect on our ability to
deliver products on a timely and competitive basis and could have an adverse
effect on our operations.
In addition, most raw materials necessary for the manufacture of our footwear
are purchased by the manufacturers from suppliers located in the country of
manufacture. We do not maintain contractual relationships with any of these
suppliers and our inability to obtain raw materials could harm our operations.

We are subject to risks and uncertainties of foreign manufacturing.

All of our products are manufactured overseas. We are subject to various risks
inherent in foreign manufacturing, including:

                                      -6-
o    increased credit risks;

     o    tariffs and duties;

     o    fluctuations in foreign currency exchange rates;

     o    shipping delays; and

     o    international political, regulatory and economic developments, all of
          which can have a significant impact on our operating results.

We also import certain finished products and assume all risk of loss and damage
once our suppliers ship these goods. If these goods were destroyed or damaged
during shipment it could adversely effect our operations and financial position.

We face intense competition in our markets.

The footwear and apparel industries are extremely competitive in the United
States and we face intense and substantial competition in each of our product
lines. In general, competitive factors include quality, price, style, name
recognition and service. In addition, the presence in the marketplace of various
fads and the limited availability of shelf space can affect competition. Many of
our competitors have greater financial, distribution, marketing and other
resources than we have and have achieved significant name recognition for their
brand names. There can be no assurance that we will be able to continue to
compete successfully.

We may not be able to protect our proprietary rights or avoid claims that we
infringe on the proprietary rights of others.

We own federal trademark registrations for CANDIE'S(R) and BONGO(R), among
others, and believe that our CANDIE'S(R) trademark and our Bongo (R) trademark
have significant value and are important to the marketing of our products. There
can be no assurance that CANDIE'S(R) or other trademarks owned or used by us do
not or will not violate the proprietary rights of others, that they would be
upheld if challenged or that we would not, in such an event, be prevented from
using the trademarks, any of which events could have an adverse effect on us. In
addition, there can be no assurance that we will have the financial resources
necessary to enforce or defend trademarks owned or used by us.

                                      -7-
We are dependent upon our key executives and other personnel.

Our success is largely dependent upon the efforts of Neil Cole, our President,
Chief Executive Officer and Chairman. Although we have entered into an
employment agreement with Mr. Cole, expiring in February 2003, which requires
him to commit a majority of his business time to the affairs of Candie's, the
loss of his services would have a material adverse effect on our business and
prospects. Our success is also dependent upon our ability to hire and retain
additional qualified sales and marketing personnel in connection with the
design, marketing and distribution of our products as well as our ability to
hire and retain administrative personnel. There can be no assurance that we will
be able to hire or retain such necessary personnel.

Provisions in our charter and share purchase rights plan may prevent an
acquisition of Candie's.

Certain provisions of our Certificate of Incorporation and our Share Purchase
Rights Plan could have the effect, either alone or in combination with each
other, of making more difficult, or discouraging an acquisition of our company
deemed undesirable by our Board of Directors. Under our Certificate of
Incorporation, there are approximately 5,000,000 unreserved shares of common
stock and 5,000,000 shares of preferred stock available for future issuance
without stockholder approval. The Share Purchase Rights Plan, commonly known as
a "poison pill," states that, in the event than an individual or entity acquires
15% of the outstanding shares of our company, stockholders other than the
acquiror may purchase additional shares of our common stock for a fixed price.
The existence of authorized but unissued capital stock, together with the
existence of the Share Purchase Rights Plan, could have the effect of
discouraging an acquisition of our company.

We are subject to certain regulatory matters that could harm us.

In August 1999 the staff of the SEC advised us that it had commenced a formal
investigation into our actions and the actions of others in connection with,
among other things, certain accounting issues. We could be harmed if the SEC
decides to take any action against us as a result of the matters that are
subject of the SEC investigation.

We do not expect to pay dividends.

We have not paid any cash dividends on our common stock to date and do not
expect to pay dividends for the foreseeable future.

                                      -8-
Under existing loan agreements with our principal lender, we are not permitted
to pay dividends without the lender's consent.

The market price of our common stock may be volatile.

The market price of our common stock may be highly volatile. Disclosures of our
operating results, announcements of various events by us or our competitors and
the development and marketing of new products affecting our industry may cause
the market price of our common stock to change significantly over short periods
of time. The market price of our common stock could also be adversely affected
if it were for any reason no longer eligible for trading on Nasdaq or a similar
quotation medium. Sales of shares under this prospectus may have a depressive
effect on the market price of our common stock.

Future sales of shares of our common stock could affect the market price of our
common stock and our ability to raise additional capital.

     We have previously issued a substantial number of shares of common stock,
which are eligible for resale under Rule 144 of the Securities Act of 1933, and
may become freely tradeable. We have also granted registration rights with
respect to a substantial number of shares of common stock, including shares
issuable upon the exercise of options and warrants. If holders of registration
rights choose to exercise such rights and sell shares of common stock in the
public market, or if holders of currently restricted shares or the shares to be
issued in connection with the settlement agreement we entered into with the
plaintiffs of the "Willow Creek Capital Partners, L.P., v. Candie's, Inc."
purported securities class action choose to sell such shares in the public
market under Rule 144 or otherwise, the prevailing market price for the common
stock may decline. The Willow Creek settlement agreement provides for a payment
by us of total consideration of $10.0 million, payable in a combination of $4.0
million of cash, $4.0 million in preferred stock and $2.0 million in common
stock. Future public sales of shares of common stock may adversely affect the
market price of our common stock or our future ability to raise capital by
offering equity securities.

                                      -9-
USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling
stockholders. However, we will realize proceeds from any cash exercises of
options made before the sale of any of the shares of common stock being offered
hereby that are underlying any of the options. There can be no assurance that
any options will be exercised by the selling stockholders. Any net proceeds
received from option exercises will be considered as uncommitted funds and may
be used by us for, among other things, working capital and general corporate
purposes. We have agreed to bear the expenses in connection with the
registration of the common stock being offered hereby by the selling
stockholders.

                          DESCRIPTION OF CAPITAL STOCK

General

We are authorized to issue 30,000,000 shares of common stock, $.001 par value
per share and 5,000,000 shares of preferred stock, $.001 par value per share. As
of the date of this prospectus, there are approximately 18,029,000 shares of our
common stock and no shares of preferred stock outstanding. As noted above,
pursuant to the settlement agreement we reached in the Willow Creek Capital
Partners litigation we have agreed to issue additional shares of our common
stock as well as shares of preferred stock.

The holders of our common stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors. The holders of our common stock are entitled to
receive dividends when, as and if declared by our Board of Directors out of
funds legally available therefor. In the event of liquidation, dissolution or
winding up of the Company, the holders of our common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having liquidation preference over the common stock. Holders of shares of
our common stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption or sinking fund provisions applicable to the
common stock.

                                      -10-
Preferred Stock

Our Board of Directors, without stockholder approval, is empowered to issue
preferred stock with such designation, rights and preferences as it may, from
time to time, determine.

                              SELLING STOCKHOLDERS

An aggregate of 2,768,874 shares of common stock that may be received by the
selling stockholders listed below upon the exercise of options previously
granted to them by Candie's may be offered and sold. Messrs. Cole, Emanuel,
Mendelow, Tucker and Siris are all directors of Candie's. Moreover, Messrs.
Cole, Danderline and Ms. Sorell Stehr are all executive officers of Candie's.

The following table sets forth certain information with respect to the selling
stockholders:
Percentage of
                        Beneficial                       Shares            Shares
                        Ownership        Shares       Beneficially      Beneficially
 Stockholder for      of Shares of   Registered for  Owned Assuming    Owned Assuming
Which Shares are      Common Stock        Sale       the Sale of the  the Sale of the
Being Registered        Prior to         In the          Shares            Shares
    for Sale            Offering        Offering       Registered        Registered
    --------            --------        --------       ----------        ----------
Neil Cole                3,113,436     2,318,374         795,062            4.4
Deborah Sorell Stehr       100,000        80,000          20,000              *
Barry Emanuel               70,125        70,125               0              0
Steven Mendelow            126,125        55,375          70,750              *
Peter Siris                 62,000        60,000           2,000              *
Mark Tucker              1,986,597        35,000       1,951,597           10.8
Richard Danderline         150,000       150,000               0              0
----------
*Less than one percent

     Unless otherwise noted, we believe that all persons named in the above
table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. The above table assumes as to each stockholder
named in the above table the exercise of all of the options granted to such
person under our 1997 Stock Option Plan as well as certain non-plan options
granted by us to the selling stockholders that have not been exercised as of the
date of this prospectus (whether or not currently exercisable) and the sale of
all of the shares issuable upon exercise of such options but no other options,
warrants or convertible securities held by the selling stockholder. We cannot
assure you that any options will be exercised or that any shares of common stock
offered by the persons named in the above table will be sold. The stockholders
are not required to exercise any of the options or to sell any of the shares of
common stock registered for sale by them.

                                      -11-
The above table also assumes for calculating each stockholder's beneficial
and percentage ownership that options, warrants or convertible securities that
are held by such stockholder (but not held by any other selling shareholder or
person) and are exercisable within 60 days from the date this prospectus have
been exercised and converted.

     Mr. Cole's beneficial ownership includes 1,918,374 shares issuable upon
exercise of options, and 72,978 shares held by a charitable foundation, of which
Mr. Cole and his wife are co-trustees. Mr. Cole disclaims beneficial ownership
of the shares held by such charitable foundation.

     Mr. Tucker's beneficial ownership includes 35,000 shares of common stock
issuable upon exercise of options and 825,000 shares held by Redwood Shoe Corp.,
which shares were issued pursuant to an agreement between us and Redwood Shoe
Corp., pertaining to the settlement of certain indebtedness of ours to Redwood
Shoe Corp. Mr. Tucker is affiliated with Redwood Shoe Corp.

     Mr. Emanuel's beneficial ownership includes 70,125 shares of common stock
issuable upon exercise of options.

     Mr. Mendelow's beneficial ownership includes 25,000 shares of common stock
issuable upon exercise of options and 60,750 shares of common stock owned by C&P
Associates, with which Mr. Mendelow and his wife are affiliated.

     Mr. Siris' beneficial ownership includes 60,000 shares of common stock
issuable upon exercise of options and 2,000 shares of common stock owned by Mr.
Siris' minor daughter.

                              PLAN OF DISTRIBUTION

We are registering shares of our common stock with this prospectus on behalf of
the selling stockholders. All references to selling stockholders in this
prospectus include donees and pledgees selling shares of common stock received
from a named selling stockholder after the date of this prospectus. We have
agreed to pay all expenses in connection with the registration of the shares of
common stock for sale by the selling stockholders. The selling stockholders will
bear all brokerage commissions and similar selling expenses, if any,
attributable to sales of their shares. Sales of shares may be effected by the
selling stockholders from time to time in one or more types of transactions, any
of which may involve crosses and block transactions, made on Nasdaq, in the
over-the-counter market, on a national securities exchange, in privately
negotiated transactions or otherwise or in a combination of such transactions at
prices and at terms and market prices prevailing at the time of sale or at
privately negotiated prices. These transactions may or may not involve brokers
or dealers.

Without limiting the generality of the foregoing, the shares may be sold in one
or more of the following types of transactions: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell

                                      -12-
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate in the resale. In addition,
any shares covered by this prospectus which qualify for sale pursuant to Section
4(1) of the Securities Act of 1933 or Rule 144 promulgated thereunder may be
sold under such provisions rather than pursuant to this prospectus.

In connection with distributions of the shares or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or others.
In connection with such transactions, broker-dealers or others may engage in
short sales of the shares registered in this prospectus in the course of hedging
the positions they assume with selling stockholders. The selling stockholders
may also sell shares short and deliver the shares to close out such short
positions. The selling stockholders may also enter into option or other
transactions with broker-dealers or other persons or entities which require the
delivery to the broker-dealer or such other persons or entities of the shares
registered in this prospectus, which the broker-dealer or such other persons or
entities may resell pursuant to this prospectus. The selling stockholders may
also pledge the shares registered in this prospectus to a broker or dealer or
other person or entity, and, upon a default, the broker or dealer or other
person or entity may effect sales of the pledged shares pursuant to this
prospectus.

Brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from selling stockholders in amounts to be negotiated
in connection with sales. Such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. In this case,
any commissions, discounts or concessions received by broker-dealers and any
profit on the resale of the shares sold by them may be deemed to be underwriting
discounts or commissions under the Securities Act of 1933. Any dealer or broker
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any supplements, to any person who purchases
any of the shares from or through such dealer or broker.

                                      -13-
During such time as they may be engaged in a distribution of the shares included
in this prospectus, the selling stockholders are required to comply with
Regulation M promulgated under the Securities Exchange Act of 1934. With certain
exceptions, Regulation M precludes any selling stockholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.

It is possible that a significant number of shares may be sold under this
prospectus. Accordingly, these sales or the possibility of such sales may have a
depressive effect on the market price of our common stock.

                                 INDEMNIFICATION

Section 145 of the General Corporation Law of the State of Delaware provides for
the indemnification of our officers and directors under certain circumstances
against expenses incurred in successfully defending against a claim and
authorizes us to indemnify our 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 Delaware General Corporation Law 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) 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 Delaware General Corporation Law; 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

                                      -14-
or its stockholders to obtain injunctive relief, specific performance or other
equitable relief against directors.

Article Ninth of our Certificate of Incorporation and Article XVIII of our
By-laws provide that all persons who we are empowered to indemnify pursuant to
the provisions of Section 145 of the General Corporation law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect), shall be indemnified by us to the full extent permitted thereby. The
foregoing right of indemnification shall 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 stockholders or disinterested directors, or
otherwise.

Article Tenth of our Certificate of Incorporation provides that none of our
directors shall be personally liable to us or our stockholders for any monetary
damages for breaches of fiduciary duty of loyalty to us or our 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 General
Corporation of Law of the state of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit.

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

Insofar as indemnification for liabilities under the Securities Act of 1933 may
be permitted to our directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.

                                  LEGAL MATTERS

The legality of the securities offered this prospectus will be passed upon by
Blank Rome Tenzer Greenblatt LLP, New York, New York.

                                      -15-
EXPERTS

The consolidated financial statements and schedule of the Company incorporated
by reference in this Prospectus have been audited by BDO Seidman LLP,
independent certified public accountants, to the extent and for the periods set
forth in their reports incorporated herein by reference, and are incorporated
herein in reliance upon such reports upon the authority of said firm as experts
in auditing and accounting.

The financial statements of Unzipped Apparel, LLC, an equity investee,
incorporated by reference in this Prospectus, have been audited or reviewed by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their reports incorporated herein by reference, and
are incorporated herein in reliance upon such reports upon the authority of said
firm as experts in auditing and accounting.

                                      -16-
================================================================================

We have not authorized any dealer, salesperson
or any other person to give any information or
to make any representations other than those
contained in this prospectus. You must not rely        --------------------
on unauthorized information. This prospectus
does not offer to sell or solicit an offer to
buy securities in any jurisdiction in which it
is unlawful. Neither the delivery of this              2,768,874 Shares of
prospectus nor any sale made under this
prospectus shall imply that the information in             Common Stock
this prospectus is correct as of any time after
the date of this prospectus.

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

               TABLE OF CONTENTS

                                        Page
Where You Can Find More Information.....   2
Forward Looking Statements..............   3
About Candie's, Inc.....................   4
Risk Factors............................   4           --------------------
Use of Proceeds.........................  10
Description of Capital Stock............  10              CANDIE'S, INC.
Selling Stockholders....................  11
Plan of Distribution....................  12           --------------------
Indemnification.........................  14
Legal Matters...........................  15                PROSPECTUS
Experts.................................  16
                                                       --------------------

                                                         November 2, 2000

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

================================================================================
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, 2000;

     2.   Form  10-K/A,  Amendment  No. 1 to Report on Form 10-K for the  fiscal
          year ended January 31, 2000

     3.   Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2000

     4.   Quarterly Report on Form 10-Q for the Quarter Ended July 31, 2000;

     5.   Form  10-K/A,  Amendment  No. 2 to Report on Form 10-K for the  fiscal
          year ended January 31, 2000;

     6.   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.

     7. 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  shareholders  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 shareholders;  (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. Cole and Ms. 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,

                                      II-4
each filing of the  registrant's  annual  report  pursuant  to Section  13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     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 October 2000.

                                             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.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                              Title                         Date

/s/ Neil Cole                 Chief Executive Officer,         October 31, 2000
--------------------------    President and Director
Neil Cole                     (Principal Executive
                              Officer)

/s/ Richard Danderline        Executive Vice President         October 31, 2000
--------------------------    of Operations and Finance
Richard Danderline            (Principal Financial and
                              Accounting Officer)

/s/ Barry Emanuel             Director                         October 31, 2000
--------------------------
Barry Emanuel

/s/ Steven Mendelow           Director                         October 31, 2000
--------------------------
Steven Mendelow

                                      II-6
/s/ Peter Siris               Director                         October 31, 2000
--------------------------
Peter Siris

______________________        Director                         __________, 2000

                                      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)