<PAGE>

      As filed with the Securities and Exchange Commission on June , 2003

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933
                             ----------------------
                                   ALLOY, INC.
                  (Exact name of Registrant as specified in its
                                    charter)

                 Delaware                           04-3310676
       (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)         Identification No.)

                        151 West 26th Street, 11th Floor
                               New York, NY 10001
                                 (212) 244-4307
                            (212) 244-4311 facsimile
                    (Address of Principal Executive Offices)

     ALLOY, INC. AMENDED AND RESTATED 2002 STOCK INCENTIVE AND NON-QUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plan)

                               Matthew C. Diamond
                             Chief Executive Officer
                                   Alloy, Inc.
                        115 West 26th Street, 11th Floor
                               New York, NY 10001
                            (212) 244-4311 facsimile
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             With copies to each of:

    Samuel A. Gradess                                   Richard M. Graf
 Chief Financial Officer                         Katten Muchin Zavis Rosenman
  151 West 26th Street                         1025 Thomas Jefferson Street, NW
       11th Floor                                    East Lobby, 7th Floor
   New York, NY 10001                                Washington, DC 20007


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of                             Proposed Maximum        Proposed Maximum
Securities to be          Amount to be            Offering Price Per      Aggregate Offering          Amount of
Registered                Registered (1)               Share (2)                Price             Registration Fee
----------                --------------               ---------                -----             ----------------
<S>                          <C>                         <C>                  <C>                      <C>
Common Stock
$0.01 par value              576,450                     $6.80                $3,919,860              $ 317.12

                           1,423,550                     $6.48                $9,224,604              $ 746.27

                                                                                            Total     $1063.39


</TABLE>

<PAGE>



(1)  The  number  of  shares  of common stock, par value $.01 per share ("Common
Stock"),  stated  above  consists of the aggregate number of shares which may be
sold upon the exercise of options or stock grants which have been granted and/or
may  hereafter  be granted under the Alloy, Inc. Amended and Restated 2002 Stock
Incentive  and  Non-Qualified  Stock  Option  Plan, as amended (the "Plan"). The
maximum  number of shares which may be sold upon the exercise of such options or
stock  grants  issued under the Plan is subject to adjustment in accordance with
certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to
Rule  416  of  the  Securities  Act  of 1933, as amended (the "Securities Act of
1933"),  this Registration Statement covers, in addition to the number of shares
stated above, an indeterminate number of shares which may be subject to grant or
otherwise  issuable  after  the  operation  of  any such anti-dilution and other
provisions.

(2)  This  calculation  is  made  solely  for  the  purpose  of  determining the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act  of  1933 as follows: (i) in the case of shares of Common Stock which may be
purchased  upon exercise of outstanding grants or options, the fee is calculated
on  the  basis of the price at which the options or grants may be exercised, and
(ii)  in  the case of shares of Common Stock for which options have not yet been
granted,  and  the  option  price  of  which  is  therefore  unknown, the fee is
calculated on the basis of the average of the high and low sale prices per share
of the Common Stock on the National Market System of the National Association of
Securities  Dealers  Automated  Quotation  System  (NASDAQ)  on  June  16, 2003.




<PAGE>



                                EXPLANATORY NOTE

In accordance with the instructional  Note to Part I of Form S-8, as promulgated
by the Securities and Exchange  Commission (the  "Commission"),  the information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plan.


                                       I-1



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents,  filed  by  the  Company  with  the  Commission,  are
incorporated herein by reference:

           (a)    The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended January 31, 2003,  filed with the Commission on May
                  1, 2003, and amended on May 16, 2003;

           (b)    The  Registrant's  Definitive Proxy Statement on Schedule 14A,
                  filed with the Commission on June 2, 2003;

           (c)    The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended April 30, 2003,  filed with the  Commission  on
                  June 16, 2003;

           (d)    The  Registrant's  Current  Report on Form 8-K, filed with the
                  Commission on April 14, 2003;

           (e)    The  Registrant's  Current  Report on Form 8-K, filed with the
                  Commission on June 5, 2003;

           (f)    The description the Registrant`s our Common Stock contained in
                  the   "Description  of  Capital  Stock"  in  the  Registration
                  Statement  on  Form S-3, filed  with the Commission on January
                  30,  2002  (File  No. 333-81648), including  any  amendment or
                  report  filed  for the purpose of  updating  such description.

           All reports and other  documents  filed by the  Registrant  after the
           date hereof  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
           hereby  have  been  sold or which  deregisters  all  securities  then
           remaining  unsold,  shall be deemed to be  incorporated  by reference
           herein and to be part hereof from the date of filing of such  reports
           and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered under this
Registration  Statement  has been passed  upon for the Company by Katten  Muchin
Zavis Rosenman of Washington, DC. The fair market value of all securities of the
Registrant owned, received or to be received, or subject to options, warrants or
rights  received or to be received by members of Katten  Muchin Zavis  Rosenman,
including  certain members of their families and trusts for their benefit,  does
not exceed $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Incorporated herein by reference from the Registrant's Registration Statement on
Form S-1, as amended, File No. 333-74159.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The list of exhibits required by this item is submitted in a separate section of
this  Registration  Statement on Form S-8. See "Exhibit Index" beginning on page
II-4 of this Registration Statement on Form S-8.


                                      II-1


<PAGE>



ITEM 9.    UNDERTAKINGS.

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

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

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

(b)  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  that is  incorporated  by  reference  in this
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.

(h) 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 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 the Act and
will be governed by the final adjudication of such issue.

                                      II-2


<PAGE>


                                   SIGNATURES

The Registrant.  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 the City of New York, New York on this 23rd day of June, 2003.


                                                  ALLOY, INC.

                                                  By /s/ Matthew C. Diamond
                                                  -------------------------

                                                  Matthew C. Diamond
                                                  Chief Executive Officer

                                                  By /s/ Samuel A. Gradess
                                                  ------------------------

                                                  Samuel A. Gradess
                                                  Chief Financial Officer



Each person whose signature  appears below  constitutes and appoints  Matthew C.
Diamond and Samuel A. Gradess his true and lawful  attorneys-in-fact and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  and in any and all capacities,  to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of  Alloy,  Inc.,  and to file the same,  with all  exhibits  thereto  and other
documents in  connection  therewith,  with the  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite or necessary to be done in or about the premises,
as full to all intents and purposes as they might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

Signature                                     Title                            Date
----------                                    -----                            ----
<S>                                 <C>                                     <C>

/s/ Matthew C. Diamond                Chief Executive Officer               June 23, 2003
--------------------------          (Principal Executive Officer)
Matthew C. Diamond                        and Chairman



/s/ James K. Johnson, Jr.             President, Chief Operating            June 23, 2003
--------------------------               Officer and Director
James K. Johnson, Jr.


/s/ Samuel A. Gradess                 Chief Financial Officer               June 23, 2003
--------------------------            (Principal Financial and
Samuel A. Gradess                     and Accounting Officer),
                                      Secretary and Director


/s/ Peter M. Graham                       Director                          June 23, 2003
--------------------------
Peter M. Graham


/s/ David Yarnell                         Director                          June 23, 2003
--------------------------
David Yarnell


/s/ Edward A. Monnier                     Director                          June 23, 2003
--------------------------
Edward A. Monnier
</TABLE>


                                      II-3


<PAGE>


                                   ALLOY, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

         (4.1)    Form of Common Stock Certificate (incorporated by reference to
                  the Registrant's Registration Statement on Form S-1, as
                  amended (Registration No. 333-74159).

         (4.2)    Restated Certificate of Incorporation of the Registrant
                  (incorporated by reference to the Registrant's Registration
                  Statement on Form S-1, as amended (Registration No.
                  333-74159)).

         (4.3)    Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Current Report on Form 8-K, filed with the Commission on
                  August 13, 2001).

         (4.4)    Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Current Report on Form 8-K, filed with the Commission on March
                  13, 2002).

         (4.5)    Certificate of Designations, Preferences and Rights of the
                  Series B Convertible Preferred Stock of the Registrant
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on June 21, 2001).

         (4.6)    Restated Bylaws of the Registrant (incorporated by reference
                  to the Registrant's Registration Statement on Form S-1, as
                  amended (Registration No. 333-74159)).

         (4.7)    Warrant to Purchase Common Stock, dated as of November 26,
                  2001, issued by the Registrant to MarketSource Corporation
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on December 11, 2001).

         (4.8)    Warrant to Purchase Common Stock, dated as of January 28,
                  2002, issued by the Registrant to Fletcher International Ltd.
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K/A, filed with the Commission on February 1, 2002).

         (4.9)    Form of Warrant to Purchase Common Stock, dated as of June 19,
                  2001, issued by the Registrant to each of the Purchasers of
                  the Registrant's Series B Convertible Preferred Stock
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on June 21, 2001).

         (4.10)   Demand Note, dated as of August 1, 2001, by and between the
                  Registrant and Alan M. Weisman (incorporated by reference to
                  the Registrant's Current Report on Form 8-K, filed with the
                  Commission on August 14, 2001).

         (4.11)   Demand Note, dated as of September 28, 2001, by and between
                  the Registrant and Daniel E. Duckworth (incorporated by
                  reference to the Registrant's Current Report on Form 8-K,
                  filed with the Commission on October 15, 2001).

                                      II-4

<PAGE>


         (4.12)   Demand Note, dated as of September 28, 2001, by and between
                  the Registrant and Dianna J. Duckworth (incorporated by
                  reference to the Registrant's Current Report on Form 8-K,
                  filed with the Commission on October 15, 2001).

         (4.13)   Warrant to Purchase Common Stock, dated as of January 28,
                  2002, issued by the Registrant to Fletcher International Ltd.
                  (incorporated by reference to the Registrant's Amended Current
                  Report on Form 8-K/A, filed with the Commission on February 1,
                  2002).

         (4.14)   Warrant to Purchase Common Stock, dated as of March 18, 2002,
                  issued by the Registrant to Craig T. Johnson (incorporated by
                  reference to the Registrant's Annual Report on Form 10-K,
                  filed with the Commission on May 1, 2003).

         (4.15)   Warrant to Purchase Common Stock, dated as of November 1,
                  2002, issued by the Registrant to Alan M. Weisman
                  (incorporated by reference to the Registrant's Annual Report
                  on Form 10-K, filed with the Commission on May 1, 2003).

         (5.1)    Opinion of Katten Muchin Zavis Rosenman as to the legality of
                  shares being registered.

         (23.1)   Consent of Katten Muchin Zavis Rosenman (included in opinion
                  of counsel filed as Exhibit 5.1).

         (23.2)   Consent of KPMG LLP.

         (24.1)   Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Alloy, Inc. Amended and Restated 2002 Stock Incentive and
                  Non-Qualified Stock Option Plan, as amended (incorporated by
                  reference to the Registrant's Annual Report on Form 10-K,
                  filed with the Commission on May 1, 2003).

         (99.2)   First Amendment to Alloy, Inc. Amended and Restated 2002 Stock
                  Incentive and Non-Qualified Stock Option Plan.


                                      II-5






<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 22594}]
{"company-data": {"conformed-name": "ALLOY  INC", "cik": "0001080359", "assigned-sic": "5961", "irs-number": "043310676", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106382", "film-number": "03753423"}, "business-address": {"street1": "151 WEST 26TH STREET", "street2": "11TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2122444307"}, "mail-address": {"street1": "151 WEST 26TH STREET", "street2": "11TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": [{"former-conformed-name": "ALLOY ONLINE INC", "date-changed": "19990309"}, {"former-conformed-name": "ALLOY COM INC", "date-changed": "19990224"}]}
As filed with the Securities and Exchange Commission on June , 2003

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933
                             ----------------------
                                   ALLOY, INC.
                  (Exact name of Registrant as specified in its
                                    charter)

                 Delaware                           04-3310676
       (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)         Identification No.)

                        151 West 26th Street, 11th Floor
                               New York, NY 10001
                                 (212) 244-4307
                            (212) 244-4311 facsimile
                    (Address of Principal Executive Offices)

     ALLOY, INC. AMENDED AND RESTATED 2002 STOCK INCENTIVE AND NON-QUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plan)

                               Matthew C. Diamond
                             Chief Executive Officer
                                   Alloy, Inc.
                        115 West 26th Street, 11th Floor
                               New York, NY 10001
                            (212) 244-4311 facsimile
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             With copies to each of:

    Samuel A. Gradess                                   Richard M. Graf
 Chief Financial Officer                         Katten Muchin Zavis Rosenman
  151 West 26th Street                         1025 Thomas Jefferson Street, NW
       11th Floor                                    East Lobby, 7th Floor
   New York, NY 10001                                Washington, DC 20007

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of                             Proposed Maximum        Proposed Maximum
Securities to be          Amount to be            Offering Price Per      Aggregate Offering          Amount of
Registered                Registered (1)               Share (2)                Price             Registration Fee
----------                --------------               ---------                -----             ----------------
Common Stock
$0.01 par value              576,450                     $6.80                $3,919,860              $ 317.12

                           1,423,550                     $6.48                $9,224,604              $ 746.27

                                                                                            Total     $1063.39
(1)  The  number  of  shares  of common stock, par value $.01 per share ("Common
Stock"),  stated  above  consists of the aggregate number of shares which may be
sold upon the exercise of options or stock grants which have been granted and/or
may  hereafter  be granted under the Alloy, Inc. Amended and Restated 2002 Stock
Incentive  and  Non-Qualified  Stock  Option  Plan, as amended (the "Plan"). The
maximum  number of shares which may be sold upon the exercise of such options or
stock  grants  issued under the Plan is subject to adjustment in accordance with
certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to
Rule  416  of  the  Securities  Act  of 1933, as amended (the "Securities Act of
1933"),  this Registration Statement covers, in addition to the number of shares
stated above, an indeterminate number of shares which may be subject to grant or
otherwise  issuable  after  the  operation  of  any such anti-dilution and other
provisions.

(2)  This  calculation  is  made  solely  for  the  purpose  of  determining the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act  of  1933 as follows: (i) in the case of shares of Common Stock which may be
purchased  upon exercise of outstanding grants or options, the fee is calculated
on  the  basis of the price at which the options or grants may be exercised, and
(ii)  in  the case of shares of Common Stock for which options have not yet been
granted,  and  the  option  price  of  which  is  therefore  unknown, the fee is
calculated on the basis of the average of the high and low sale prices per share
of the Common Stock on the National Market System of the National Association of
Securities  Dealers  Automated  Quotation  System  (NASDAQ)  on  June  16, 2003.
EXPLANATORY NOTE

In accordance with the instructional  Note to Part I of Form S-8, as promulgated
by the Securities and Exchange  Commission (the  "Commission"),  the information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plan.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents,  filed  by  the  Company  with  the  Commission,  are
incorporated herein by reference:

           (a)    The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended January 31, 2003,  filed with the Commission on May
                  1, 2003, and amended on May 16, 2003;

           (b)    The  Registrant's  Definitive Proxy Statement on Schedule 14A,
                  filed with the Commission on June 2, 2003;

           (c)    The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended April 30, 2003,  filed with the  Commission  on
                  June 16, 2003;

           (d)    The  Registrant's  Current  Report on Form 8-K, filed with the
                  Commission on April 14, 2003;

           (e)    The  Registrant's  Current  Report on Form 8-K, filed with the
                  Commission on June 5, 2003;

           (f)    The description the Registrant`s our Common Stock contained in
                  the   "Description  of  Capital  Stock"  in  the  Registration
                  Statement  on  Form S-3, filed  with the Commission on January
                  30,  2002  (File  No. 333-81648), including  any  amendment or
                  report  filed  for the purpose of  updating  such description.

           All reports and other  documents  filed by the  Registrant  after the
           date hereof  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
           hereby  have  been  sold or which  deregisters  all  securities  then
           remaining  unsold,  shall be deemed to be  incorporated  by reference
           herein and to be part hereof from the date of filing of such  reports
           and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered under this
Registration  Statement  has been passed  upon for the Company by Katten  Muchin
Zavis Rosenman of Washington, DC. The fair market value of all securities of the
Registrant owned, received or to be received, or subject to options, warrants or
rights  received or to be received by members of Katten  Muchin Zavis  Rosenman,
including  certain members of their families and trusts for their benefit,  does
not exceed $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Incorporated herein by reference from the Registrant's Registration Statement on
Form S-1, as amended, File No. 333-74159.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The list of exhibits required by this item is submitted in a separate section of
this  Registration  Statement on Form S-8. See "Exhibit Index" beginning on page
II-4 of this Registration Statement on Form S-8.

                                      II-1
ITEM 9.    UNDERTAKINGS.

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

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

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

(b)  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  that is  incorporated  by  reference  in this
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.

(h) 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 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 the Act and
will be governed by the final adjudication of such issue.

                                      II-2
SIGNATURES

The Registrant.  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 the City of New York, New York on this 23rd day of June, 2003.

                                                  ALLOY, INC.

                                                  By /s/ Matthew C. Diamond
                                                  -------------------------

                                                  Matthew C. Diamond
                                                  Chief Executive Officer

                                                  By /s/ Samuel A. Gradess
                                                  ------------------------

                                                  Samuel A. Gradess
                                                  Chief Financial Officer

Each person whose signature  appears below  constitutes and appoints  Matthew C.
Diamond and Samuel A. Gradess his true and lawful  attorneys-in-fact and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  and in any and all capacities,  to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of  Alloy,  Inc.,  and to file the same,  with all  exhibits  thereto  and other
documents in  connection  therewith,  with the  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite or necessary to be done in or about the premises,
as full to all intents and purposes as they might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                     Title                            Date
----------                                    -----                            ----
/s/ Matthew C. Diamond                Chief Executive Officer               June 23, 2003
--------------------------          (Principal Executive Officer)
Matthew C. Diamond                        and Chairman

/s/ James K. Johnson, Jr.             President, Chief Operating            June 23, 2003
--------------------------               Officer and Director
James K. Johnson, Jr.

/s/ Samuel A. Gradess                 Chief Financial Officer               June 23, 2003
--------------------------            (Principal Financial and
Samuel A. Gradess                     and Accounting Officer),
                                      Secretary and Director

/s/ Peter M. Graham                       Director                          June 23, 2003
--------------------------
Peter M. Graham

/s/ David Yarnell                         Director                          June 23, 2003
--------------------------
David Yarnell

/s/ Edward A. Monnier                     Director                          June 23, 2003
--------------------------
Edward A. Monnier
II-3
ALLOY, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

         (4.1)    Form of Common Stock Certificate (incorporated by reference to
                  the Registrant's Registration Statement on Form S-1, as
                  amended (Registration No. 333-74159).

         (4.2)    Restated Certificate of Incorporation of the Registrant
                  (incorporated by reference to the Registrant's Registration
                  Statement on Form S-1, as amended (Registration No.
                  333-74159)).

         (4.3)    Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Current Report on Form 8-K, filed with the Commission on
                  August 13, 2001).

         (4.4)    Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Current Report on Form 8-K, filed with the Commission on March
                  13, 2002).

         (4.5)    Certificate of Designations, Preferences and Rights of the
                  Series B Convertible Preferred Stock of the Registrant
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on June 21, 2001).

         (4.6)    Restated Bylaws of the Registrant (incorporated by reference
                  to the Registrant's Registration Statement on Form S-1, as
                  amended (Registration No. 333-74159)).

         (4.7)    Warrant to Purchase Common Stock, dated as of November 26,
                  2001, issued by the Registrant to MarketSource Corporation
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on December 11, 2001).

         (4.8)    Warrant to Purchase Common Stock, dated as of January 28,
                  2002, issued by the Registrant to Fletcher International Ltd.
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K/A, filed with the Commission on February 1, 2002).

         (4.9)    Form of Warrant to Purchase Common Stock, dated as of June 19,
                  2001, issued by the Registrant to each of the Purchasers of
                  the Registrant's Series B Convertible Preferred Stock
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K, filed with the Commission on June 21, 2001).

         (4.10)   Demand Note, dated as of August 1, 2001, by and between the
                  Registrant and Alan M. Weisman (incorporated by reference to
                  the Registrant's Current Report on Form 8-K, filed with the
                  Commission on August 14, 2001).

         (4.11)   Demand Note, dated as of September 28, 2001, by and between
                  the Registrant and Daniel E. Duckworth (incorporated by
                  reference to the Registrant's Current Report on Form 8-K,
                  filed with the Commission on October 15, 2001).

                                      II-4
(4.12)   Demand Note, dated as of September 28, 2001, by and between
                  the Registrant and Dianna J. Duckworth (incorporated by
                  reference to the Registrant's Current Report on Form 8-K,
                  filed with the Commission on October 15, 2001).

         (4.13)   Warrant to Purchase Common Stock, dated as of January 28,
                  2002, issued by the Registrant to Fletcher International Ltd.
                  (incorporated by reference to the Registrant's Amended Current
                  Report on Form 8-K/A, filed with the Commission on February 1,
                  2002).

         (4.14)   Warrant to Purchase Common Stock, dated as of March 18, 2002,
                  issued by the Registrant to Craig T. Johnson (incorporated by
                  reference to the Registrant's Annual Report on Form 10-K,
                  filed with the Commission on May 1, 2003).

         (4.15)   Warrant to Purchase Common Stock, dated as of November 1,
                  2002, issued by the Registrant to Alan M. Weisman
                  (incorporated by reference to the Registrant's Annual Report
                  on Form 10-K, filed with the Commission on May 1, 2003).

         (5.1)    Opinion of Katten Muchin Zavis Rosenman as to the legality of
                  shares being registered.

         (23.1)   Consent of Katten Muchin Zavis Rosenman (included in opinion
                  of counsel filed as Exhibit 5.1).

         (23.2)   Consent of KPMG LLP.

         (24.1)   Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Alloy, Inc. Amended and Restated 2002 Stock Incentive and
                  Non-Qualified Stock Option Plan, as amended (incorporated by
                  reference to the Registrant's Annual Report on Form 10-K,
                  filed with the Commission on May 1, 2003).

         (99.2)   First Amendment to Alloy, Inc. Amended and Restated 2002 Stock
                  Incentive and Non-Qualified Stock Option Plan.

                                      II-5