<PAGE>

    As filed with the Securities and Exchange Commission on October 17, 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 1997 EMPLOYEE, DIRECTOR
              AND CONSULTANT STOCK OPTION AND STOCK INCENTIVE PLAN

           dELiA*s INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN

                     dELiA*s INC. 1998 STOCK INCENTIVE PLAN

            iTURF INC. 1999 AMENDED AND RESTATED STOCK INCENTIVE PLAN
                            (Full title of the plans)

                               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), (2)          share (3)                 price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                            <C>                   <C>                     <C>
Common Stock,
$0.01 par value           2,000,000(4)                   $5.91                 $11,820,000.00          $956.24
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value             291,270(5)                   $5.91                 $1,721,405.70           $139.26
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value             622,448(6)                   $5.91                 $3,678,667.68           $297.60
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value           6,306,757(7)                   $5.91                 $37,272,933.87          $3,015.38
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TOTAL                     9,220,475 shares                                                             $4,408.48
</TABLE>


<PAGE>


(1)  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 herein, an indeterminate  number of shares which may
be subject  to grant or  otherwise  issuable  by reason of stock  splits,  stock
dividends or similar transactions.

(2) Also includes  associated rights (the "Rights") to purchase 1/100 of a share
of Series C Junior  Participating  Preferred Stock, par value $.01 per share, of
Alloy Inc.  The Rights  initially  attach to and trade with the shares of Common
Stock  (defined  below).  The value  attributable  to such  Rights,  if any,  is
reflected in the market price of the Common Stock.

(3)  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 our common stock, par value
$.01 per  share  ("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 October 14, 2003.

(4) The number of shares of 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 1997  Employee,  Director and  Consultant  Stock Option and
Stock Incentive Plan, as amended (the "1997 Plan").

(5) The number of shares of 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 dELiA*s Inc.
(renamed  dELiA*s  Corp.)  Amended and Restated  1996 Stock  Incentive  Plan, as
amended (the "1996 Plan").

(6) The number of shares of 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 dELiA*s Inc.
1998 Stock Incentive Plan, as amended (the "1998 Plan").

(7) 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 iTURF Inc.  (renamed  dELiA*s  Corp.) 1999
Amended and Restated Stock Incentive Plan (the "1999 Plan" and together with the
1996 Plan and the 1998 Plan, the "dELiA*s Plans").


<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 1997 Plan and
the dELiA*s Plans.





                                       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)    Annual  Report on Form 10-K for the fiscal year ended  January
                  31, 2003, filed on May 1, 2003, and amended on May 16, 2003;

           (b)    Definitive  Proxy  Statement on Schedule 14A, filed on June 2,
                  2003;

           (c)    Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  April 30, 2003, filed on June 16, 2003;

           (d)    Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  July 31, 2003, filed on September 15, 2003;

           (e)    Current Report on Form 8-K, filed on April 14, 2003;

           (f)    Current Report on Form 8-K, filed on June 5, 2003;

           (g)    Current Report on Form 8-K, filed on July 15, 2003;

           (h)    Current Report on Form 8-K, filed on July 18, 2003;

           (i)    Current Report on Form 8-K, filed on July 25, 2003;

           (j)    Current Report on Form 8-K, filed on July 31, 2003;

           (k)    Tender Offer Statement on Form TO-C, filed on July 31, 2003;

           (l)    Tender Offer Statement on Form TO, filed on August 6, 2003;

           (m)    Tender Offer Statement on Form TO-C, filed on August 7, 2003;

           (n)    Amendment to Tender Offer Statement on Form TO-A, filed August
                  27, 2003;

           (o)    Amendment to Tender Offer Statement on Form TO-A, filed August
                  29, 2003;

           (p)    Current Report on Form 8-K, filed September 4 , 2003;

           (q)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 5, 2003;

           (r)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 12, 2003;

           (s)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 17, 2003;

           (t)    Current Report on Form 8-K, filed September 18, 2003;

           (u)    The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  Registration  Statement  on Form 8-A  (File  No.
                  0-26023)  filed under the  Securities  Exchange Act of 1934 as
                  amended  (the  "Exchange  Act"),  including  any  amendment or
                  report filed for the purpose of updating such description; and

           (v)    The   description  of  the  preferred  stock  purchase  rights
                  contained in the Registrant's  Registration  Statement on Form
                  8-A (File No. 0-26023) filed under the Exchange Act, 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
           Exchange Act 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.


<PAGE>

The consolidated financial statements as of January 31, 2002 and for each of the
years in the two-year  period ended  January 31, 2002 from our Annual  Report on
Form 10-K for the year ended  January 31, 2002  incorporated  by reference  have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports  with  respect  thereto,  and are  incorporated  by
reference.

On May 31,  2003,  we filed a  current  report  on Form 8-K  indicating  that we
engaged KPMG LLP to replace Arthur Andersen as our independent auditors.  During
each of the fiscal years in the two year period  ended  January 31, 2002 and the
subsequent  interim  period  preceding  the  change  of  auditors,   we  had  no
disagreements  with Arthur  Anderesen on any matter of accounting  principles or
ractices, financial statement disclosures or auditing scope or procedures which,
if not resolved to Arthur Andersen's satisfaction,  would have caused it to make
reference to the disagreement in connection with its report.

We have not been able to obtain,  after reasonable efforts,  the written consent
of Arthur Andersen to our naming it in this  prospectus as having  certified our
consolidated  financial  statements for the two years ended January 31, 2002, as
required by Section 7 of the Securities Act. Accordingly, we have dispensed with
the requirement to file its consent in reliance upon Rule 437a of the Securities
Act. Because Arthur Andersen has not consented to the inclusion of its report in
this prospectus,  you may have no effective remedy against Arthur Andersen under
Section 11 of the  Securities  Act for any untrue  statements of a material fact
contained  in the  financial  statements  audited  by  Arthur  Andersen,  or any
omissions to state a material fact required to be stated  therein.  In addition,
the ability of Arthur Andersen to satisfy any claims  (including  claims arising
from its  provision  of auditing  and other  services to us) may be limited as a
practical matter due to recent events regarding Arthur Andersen.

<PAGE>

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 information  required to be included in 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 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

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 16th day of October, 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>
         Signatures                               Title                                  Date
         ----------                               -----                                  ----
<S>                                               <C>                                   <C>
         /s/ Matthew C. Diamond                   Chief Executive Officer                October 16, 2003
         Matthew C. Diamond                       (Principal Executive
                                                   Officer) and Chairman

         /s/ James K. Johnson, Jr.                President, Chief Operating             October 16, 2003
         James K. Johnson, Jr.                    Officer and Director

         /s/ Samuel A. Gradess                    Chief Financial Officer                October 16, 2003
         Samuel A. Gradess                        (Principal Financial and
                                                  Accounting Officer),
                                                  Secretary and Director

         /s/ Peter M. Graham                      Director                               October 16, 2003
         Peter M. Graham

         /s/ David Yarnell                        Director                               October 16, 2003
         David Yarnell

         /s/ Edward A. Monnier                    Director                               October 16, 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).

         (4.16)   Indenture, dated as of July 23, 2003, between Alloy, Inc. and
                  Deutsche Bank Trust Company Americas, as trustee (incorporated
                  by reference to the Registrant's Registration Statement on
                  Form S-3 filed with the Commission on October 15, 2003).

         (4.17)   Form of the Registrant's 5.375% Convertible Senior debentures
                  due 2023 (included in Exhibit 4.16).

         (4.18)   Resale Registration Rights Agreement, dated as of July 23,
                  2003 between the Registrant and Lehman Brothers Inc., CIBC
                  World Markets Corp., J.P. Morgan Securities Inc. and SG Cowen
                  Securities Corporation as initial purchasers (incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-3 filed with the Commission on October 15, 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 1997 Employee, Director and
                  Consultant Stock Option and Stock Incentive Plan (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 1997
                  Employee, Director and Consultant Stock Option and Stock
                  Incentive Plan (incorporated by reference to the Registrant's
                  Proxy Statement on Schedule 14A filed with the Commission on
                  June 2, 2003)

         (99.3)   Second Amendment to the Alloy, Inc. Amended and Restated 1997
                  Employee, Director and Consultant Stock Option and Stock
                  Incentive Plan, as amended.

         (99.4)   dELiA*s Inc. 1996 Amended and Restated Stock Incentive Plan
                  (incorporated by reference to the dELiA*s Inc. Schedule 14A
                  filed on June 12, 1998).

         (99.5)   First Amendment to dELiA*s Inc. 1996 Amended and Restated
                  Stock Incentive Plan

         (99.6)   dELiA*s Inc. 1998 Stock Incentive Plan (incorporated by
                  reference to the dELiA*s Inc. Quarterly Report on Form 10-Q,
                  filed with the Commission on December 15, 1998).

         (99.7)   First Amendment to dELiA*s Inc. 1998 Stock Incentive Plan.

         (99.8)   iTurf Inc. 1999 Amended and Restated Stock Incentive Plan
                  (incorporated by reference to the dELiA*s Inc. Registration
                  Statement on Form S-4 (Registration No. 333-44916)).

         (99.9)   First Amendment to iTurf Inc. 1999 Amended and Restated Stock
                  Incentive Plan.

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 30972}]
{"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": "333-109788", "film-number": "03946426"}, "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 October 17, 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 1997 EMPLOYEE, DIRECTOR
              AND CONSULTANT STOCK OPTION AND STOCK INCENTIVE PLAN

           dELiA*s INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN

                     dELiA*s INC. 1998 STOCK INCENTIVE PLAN

            iTURF INC. 1999 AMENDED AND RESTATED STOCK INCENTIVE PLAN
                            (Full title of the plans)

                               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), (2)          share (3)                 price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value           2,000,000(4)                   $5.91                 $11,820,000.00          $956.24
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value             291,270(5)                   $5.91                 $1,721,405.70           $139.26
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value             622,448(6)                   $5.91                 $3,678,667.68           $297.60
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$0.01 par value           6,306,757(7)                   $5.91                 $37,272,933.87          $3,015.38
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TOTAL                     9,220,475 shares                                                             $4,408.48
(1)  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 herein, an indeterminate  number of shares which may
be subject  to grant or  otherwise  issuable  by reason of stock  splits,  stock
dividends or similar transactions.

(2) Also includes  associated rights (the "Rights") to purchase 1/100 of a share
of Series C Junior  Participating  Preferred Stock, par value $.01 per share, of
Alloy Inc.  The Rights  initially  attach to and trade with the shares of Common
Stock  (defined  below).  The value  attributable  to such  Rights,  if any,  is
reflected in the market price of the Common Stock.

(3)  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 our common stock, par value
$.01 per  share  ("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 October 14, 2003.

(4) The number of shares of 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 1997  Employee,  Director and  Consultant  Stock Option and
Stock Incentive Plan, as amended (the "1997 Plan").

(5) The number of shares of 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 dELiA*s Inc.
(renamed  dELiA*s  Corp.)  Amended and Restated  1996 Stock  Incentive  Plan, as
amended (the "1996 Plan").

(6) The number of shares of 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 dELiA*s Inc.
1998 Stock Incentive Plan, as amended (the "1998 Plan").

(7) 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 iTURF Inc.  (renamed  dELiA*s  Corp.) 1999
Amended and Restated Stock Incentive Plan (the "1999 Plan" and together with the
1996 Plan and the 1998 Plan, the "dELiA*s Plans").
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 1997 Plan and
the dELiA*s Plans.

                                       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)    Annual  Report on Form 10-K for the fiscal year ended  January
                  31, 2003, filed on May 1, 2003, and amended on May 16, 2003;

           (b)    Definitive  Proxy  Statement on Schedule 14A, filed on June 2,
                  2003;

           (c)    Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  April 30, 2003, filed on June 16, 2003;

           (d)    Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  July 31, 2003, filed on September 15, 2003;

           (e)    Current Report on Form 8-K, filed on April 14, 2003;

           (f)    Current Report on Form 8-K, filed on June 5, 2003;

           (g)    Current Report on Form 8-K, filed on July 15, 2003;

           (h)    Current Report on Form 8-K, filed on July 18, 2003;

           (i)    Current Report on Form 8-K, filed on July 25, 2003;

           (j)    Current Report on Form 8-K, filed on July 31, 2003;

           (k)    Tender Offer Statement on Form TO-C, filed on July 31, 2003;

           (l)    Tender Offer Statement on Form TO, filed on August 6, 2003;

           (m)    Tender Offer Statement on Form TO-C, filed on August 7, 2003;

           (n)    Amendment to Tender Offer Statement on Form TO-A, filed August
                  27, 2003;

           (o)    Amendment to Tender Offer Statement on Form TO-A, filed August
                  29, 2003;

           (p)    Current Report on Form 8-K, filed September 4 , 2003;

           (q)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 5, 2003;

           (r)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 12, 2003;

           (s)    Amendment  to  Tender  Offer  Statement  on Form  TO-A,  filed
                  September 17, 2003;

           (t)    Current Report on Form 8-K, filed September 18, 2003;

           (u)    The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  Registration  Statement  on Form 8-A  (File  No.
                  0-26023)  filed under the  Securities  Exchange Act of 1934 as
                  amended  (the  "Exchange  Act"),  including  any  amendment or
                  report filed for the purpose of updating such description; and

           (v)    The   description  of  the  preferred  stock  purchase  rights
                  contained in the Registrant's  Registration  Statement on Form
                  8-A (File No. 0-26023) filed under the Exchange Act, 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
           Exchange Act 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.
The consolidated financial statements as of January 31, 2002 and for each of the
years in the two-year  period ended  January 31, 2002 from our Annual  Report on
Form 10-K for the year ended  January 31, 2002  incorporated  by reference  have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports  with  respect  thereto,  and are  incorporated  by
reference.

On May 31,  2003,  we filed a  current  report  on Form 8-K  indicating  that we
engaged KPMG LLP to replace Arthur Andersen as our independent auditors.  During
each of the fiscal years in the two year period  ended  January 31, 2002 and the
subsequent  interim  period  preceding  the  change  of  auditors,   we  had  no
disagreements  with Arthur  Anderesen on any matter of accounting  principles or
ractices, financial statement disclosures or auditing scope or procedures which,
if not resolved to Arthur Andersen's satisfaction,  would have caused it to make
reference to the disagreement in connection with its report.

We have not been able to obtain,  after reasonable efforts,  the written consent
of Arthur Andersen to our naming it in this  prospectus as having  certified our
consolidated  financial  statements for the two years ended January 31, 2002, as
required by Section 7 of the Securities Act. Accordingly, we have dispensed with
the requirement to file its consent in reliance upon Rule 437a of the Securities
Act. Because Arthur Andersen has not consented to the inclusion of its report in
this prospectus,  you may have no effective remedy against Arthur Andersen under
Section 11 of the  Securities  Act for any untrue  statements of a material fact
contained  in the  financial  statements  audited  by  Arthur  Andersen,  or any
omissions to state a material fact required to be stated  therein.  In addition,
the ability of Arthur Andersen to satisfy any claims  (including  claims arising
from its  provision  of auditing  and other  services to us) may be limited as a
practical matter due to recent events regarding Arthur Andersen.
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 information  required to be included in 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 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

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 16th day of October, 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.
Signatures                               Title                                  Date
         ----------                               -----                                  ----
/s/ Matthew C. Diamond                   Chief Executive Officer                October 16, 2003
         Matthew C. Diamond                       (Principal Executive
                                                   Officer) and Chairman

         /s/ James K. Johnson, Jr.                President, Chief Operating             October 16, 2003
         James K. Johnson, Jr.                    Officer and Director

         /s/ Samuel A. Gradess                    Chief Financial Officer                October 16, 2003
         Samuel A. Gradess                        (Principal Financial and
                                                  Accounting Officer),
                                                  Secretary and Director

         /s/ Peter M. Graham                      Director                               October 16, 2003
         Peter M. Graham

         /s/ David Yarnell                        Director                               October 16, 2003
         David Yarnell

         /s/ Edward A. Monnier                    Director                               October 16, 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).

         (4.16)   Indenture, dated as of July 23, 2003, between Alloy, Inc. and
                  Deutsche Bank Trust Company Americas, as trustee (incorporated
                  by reference to the Registrant's Registration Statement on
                  Form S-3 filed with the Commission on October 15, 2003).

         (4.17)   Form of the Registrant's 5.375% Convertible Senior debentures
                  due 2023 (included in Exhibit 4.16).

         (4.18)   Resale Registration Rights Agreement, dated as of July 23,
                  2003 between the Registrant and Lehman Brothers Inc., CIBC
                  World Markets Corp., J.P. Morgan Securities Inc. and SG Cowen
                  Securities Corporation as initial purchasers (incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-3 filed with the Commission on October 15, 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 1997 Employee, Director and
                  Consultant Stock Option and Stock Incentive Plan (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 1997
                  Employee, Director and Consultant Stock Option and Stock
                  Incentive Plan (incorporated by reference to the Registrant's
                  Proxy Statement on Schedule 14A filed with the Commission on
                  June 2, 2003)

         (99.3)   Second Amendment to the Alloy, Inc. Amended and Restated 1997
                  Employee, Director and Consultant Stock Option and Stock
                  Incentive Plan, as amended.

         (99.4)   dELiA*s Inc. 1996 Amended and Restated Stock Incentive Plan
                  (incorporated by reference to the dELiA*s Inc. Schedule 14A
                  filed on June 12, 1998).

         (99.5)   First Amendment to dELiA*s Inc. 1996 Amended and Restated
                  Stock Incentive Plan

         (99.6)   dELiA*s Inc. 1998 Stock Incentive Plan (incorporated by
                  reference to the dELiA*s Inc. Quarterly Report on Form 10-Q,
                  filed with the Commission on December 15, 1998).

         (99.7)   First Amendment to dELiA*s Inc. 1998 Stock Incentive Plan.

         (99.8)   iTurf Inc. 1999 Amended and Restated Stock Incentive Plan
                  (incorporated by reference to the dELiA*s Inc. Registration
                  Statement on Form S-4 (Registration No. 333-44916)).

         (99.9)   First Amendment to iTurf Inc. 1999 Amended and Restated Stock
                  Incentive Plan.

                                      II-5