As filed with the Securities and Exchange Commission on May 22, 1997.

                                                      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)

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

2975 Westchester Avenue, Purchase, New York                      10577
(Address of principal executive offices)                       (Zip Code)

               1989 Stock Option Plan; Consultant's Stock Options
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                             2975 Westchester Avenue
                            Purchase, New York 10577
                     (Name and address of agent for service)

                                 (914) 694-8600
          (Telephone number, including area code, of agent for service)


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

<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                           Proposed      Proposed
                                           Maximum       Maximum
                                           Aggregate     Aggregate     Amount of
Title of Securities     Amount to be       Price Per     Offering      Registra-
to be Registered        Registered(1)      Share(2)      Price(2)      tion Fee
----------------        -------------      --------      --------      --------

Common Stock, par       491,833 shares     $2.71        $1,332,867     $403.90
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 1989 Stock Option Plan (the "Plan") of Candie's, Inc.
     ("Candie's" or the "Registrant") or (ii) the non-Plan options granted to
     certain consultant's 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 427,800 shares, the exercise prices of
     such options and (ii) as to the remaining 64,033 shares issuable upon
     exercise of options available for future issuance under the Plan, the
     average of the high and low sale prices of the Registrant's Common Stock,
     as quoted on NASDAQ on May 15, 1997.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.*

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

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


                                       I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

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

     1.   Annual Report on Form 10-KSB for the fiscal year ended January 31,
          1997;

     2.   The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A declared effective on January 19,
          1990 and any amendments thereto.

     3.   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 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.


                                      II-1

<PAGE>

     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 Nine of the Company's Certificate of Incorporation and the
Company's By-laws provide that all persons who the Company 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 Company to the full extent permitted thereby. The forgoing
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 shareholders or disinterested directors, or otherwise.

     Article Ten of the Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
shareholders 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 Company or its shareholders; (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 Company's employment agreements with Messrs. Neil Cole and Lawrence
O'Shaughnessy provide that the Company shall indemnify each of them for the
consequences of all acts and decisions made by such person while performing
services for the Company. These agreements also require the Company to use its
best efforts to obtain directors' and officers' liability insurance for such
persons.


                                      II-2

<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company 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.


     Item 7.   Exemption from Registration Claimed.

     Not Applicable.


     Item 8.   Exhibits.

            Exhibit No.                Description
            -----------                -----------

               4.1             Specimen Stock Certificate
                               (filed as an exhibit to the
                               Registrant's Registration
                               Statement on Form S-1 (33-53878)
                               and incorporated by reference
                               herein)

               5               Opinion of Tenzer Greenblatt LLP

              23.1             Consent of Ernst & Young LLP

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

              24.1             Power of Attorney (included on
                               Page II-6 of this Registration
                               Statement)


     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 Prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendments thereto) which,


                                      II-3

<PAGE>

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

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

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

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

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

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


                                      II-4

<PAGE>

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 14th day of May 1997.

                                        CANDIE'S, INC.


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


     Each person whose signature appears below authorizes each of Neil Cole and
Lawrence O'Shaughnessy, 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                     President and Director           May 14, 1997
-------------------------          (Principal Executive
Neil Cole                          Officer)


/s/  Lawrence O'Shaughnessy        Executive Vice President,        May 14, 1997
---------------------------        and Director
Lawrence O'Shaughnessy


/s/  Gary Klein                    Vice President- Finance          May 14, 1997
---------------------------        (Principal Financial
Gary Klein                         and Accounting Officer)


/s/  Barry Emanuel                 Director                         May 14, 1997
---------------------------
Barry Emanuel


/s/  Mark Tucker                   Director                         May 14, 1997
---------------------------
Mark Tucker


                                      II-6

<PAGE>

                                  Exhibit Index


   Exhibit
      No.                          Description                           Page
      ---                          -----------                           ----

     4.1       Specimen Stock Certificate (filed as an exhibit to
               the Registrant's Registration Statement on Form S-1
               (33-53878) and incorporated by reference herein)

     5         Opinion of Tenzer Greenblatt LLP                            12

    23.1       Consent of Ernst & Young LLP                                14

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

    24.1       Power of Attorney (included on Page II-6 of the
               Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18452}]
{"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": "333-27655", "film-number": "97613233"}, "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 May 22, 1997.

                                                      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)

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

2975 Westchester Avenue, Purchase, New York                      10577
(Address of principal executive offices)                       (Zip Code)

               1989 Stock Option Plan; Consultant's Stock Options
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                             2975 Westchester Avenue
                            Purchase, New York 10577
                     (Name and address of agent for service)

                                 (914) 694-8600
          (Telephone number, including area code, of agent for service)

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

                                           Proposed      Proposed
                                           Maximum       Maximum
                                           Aggregate     Aggregate     Amount of
Title of Securities     Amount to be       Price Per     Offering      Registra-
to be Registered        Registered(1)      Share(2)      Price(2)      tion Fee
----------------        -------------      --------      --------      --------

Common Stock, par       491,833 shares     $2.71        $1,332,867     $403.90
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 1989 Stock Option Plan (the "Plan") of Candie's, Inc.
     ("Candie's" or the "Registrant") or (ii) the non-Plan options granted to
     certain consultant's 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 427,800 shares, the exercise prices of
     such options and (ii) as to the remaining 64,033 shares issuable upon
     exercise of options available for future issuance under the Plan, the
     average of the high and low sale prices of the Registrant's Common Stock,
     as quoted on NASDAQ on May 15, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.*

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

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

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

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

     1.   Annual Report on Form 10-KSB for the fiscal year ended January 31,
          1997;

     2.   The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A declared effective on January 19,
          1990 and any amendments thereto.

     3.   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 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.

                                      II-1
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 Nine of the Company's Certificate of Incorporation and the
Company's By-laws provide that all persons who the Company 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 Company to the full extent permitted thereby. The forgoing
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 shareholders or disinterested directors, or otherwise.

     Article Ten of the Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
shareholders 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 Company or its shareholders; (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 Company's employment agreements with Messrs. Neil Cole and Lawrence
O'Shaughnessy provide that the Company shall indemnify each of them for the
consequences of all acts and decisions made by such person while performing
services for the Company. These agreements also require the Company to use its
best efforts to obtain directors' and officers' liability insurance for such
persons.

                                      II-2
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company 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.

     Item 7.   Exemption from Registration Claimed.

     Not Applicable.

     Item 8.   Exhibits.

            Exhibit No.                Description
            -----------                -----------

               4.1             Specimen Stock Certificate
                               (filed as an exhibit to the
                               Registrant's Registration
                               Statement on Form S-1 (33-53878)
                               and incorporated by reference
                               herein)

               5               Opinion of Tenzer Greenblatt LLP

              23.1             Consent of Ernst & Young LLP

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

              24.1             Power of Attorney (included on
                               Page II-6 of this Registration
                               Statement)

     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 Prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendments thereto) which,

                                      II-3
individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered
          would not exceed that which was registered) and any deviation from the
          low or high and of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and prices
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement; and

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

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

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

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

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

                                      II-4
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 14th day of May 1997.

                                        CANDIE'S, INC.

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

     Each person whose signature appears below authorizes each of Neil Cole and
Lawrence O'Shaughnessy, 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                     President and Director           May 14, 1997
-------------------------          (Principal Executive
Neil Cole                          Officer)

/s/  Lawrence O'Shaughnessy        Executive Vice President,        May 14, 1997
---------------------------        and Director
Lawrence O'Shaughnessy

/s/  Gary Klein                    Vice President- Finance          May 14, 1997
---------------------------        (Principal Financial
Gary Klein                         and Accounting Officer)

/s/  Barry Emanuel                 Director                         May 14, 1997
---------------------------
Barry Emanuel

/s/  Mark Tucker                   Director                         May 14, 1997
---------------------------
Mark Tucker

                                      II-6
Exhibit Index

   Exhibit
      No.                          Description                           Page
      ---                          -----------                           ----

     4.1       Specimen Stock Certificate (filed as an exhibit to
               the Registrant's Registration Statement on Form S-1
               (33-53878) and incorporated by reference herein)

     5         Opinion of Tenzer Greenblatt LLP                            12

    23.1       Consent of Ernst & Young LLP                                14

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

    24.1       Power of Attorney (included on Page II-6 of the
               Registration Statement)