UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March  1, 2006
                                                  --------------

                            ICONIX BRAND GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      0-10593                 11-2481093
       ---------------               -------------           -------------------
       (State or Other                (Commission              (IRS Employer
       Jurisdiction of                File Number)           Identification No.)
       Incorporation)

        1450 Broadway, New York, NY                          10018
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code   (212) 730-0030
                                                     --------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On March 1, 2006 Iconix Brand Group, Inc. (the "Company") issued a press
release announcing its financial results for the three months and fiscal ended
December 31, 2005. A copy of the Company's press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      The following exhibit is furnished pursuant to Item 2.02, is not to be
considered "filed" under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and shall not be incorporated by reference into any of the
Company's previous or future filings under the Securities Act of 1933, as
amended, or the Exchange Act.

(d) Exhibits.


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

99.1            Press Release of Iconix Brand Group, Inc. dated  March 1, 2006.


                                      -2-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        ICONIX BRAND GROUP, INC.
                                        (Registrant)


                                        By: /s/ Neil Cole
                                        ----------------------------------------
                                                Neil Cole
                                                Chief Executive Officer


Date:   March 7, 2006


                                      -3-
<PAGE>

                                  EXHIBIT INDEX

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

99.1            Press Release of Iconix Brand Group, Inc. dated  March 1, 2006.
{"company-data": {"conformed-name": "ICONIX BRAND GROUP, INC.", "cik": "0000857737", "assigned-sic": "3140", "irs-number": "112481903", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10593", "film-number": "06673767"}, "business-address": {"street1": "1450 BROADWAY, 4TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "212-730-0030"}, "mail-address": {"street1": "1450 BROADWAY, 4TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": [{"former-conformed-name": "CANDIES INC", "date-changed": "19930604"}, {"former-conformed-name": "MILLFELD TRADING CO INC", "date-changed": "19920703"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March  1, 2006
                                                  --------------

                            ICONIX BRAND GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      0-10593                 11-2481093
       ---------------               -------------           -------------------
       (State or Other                (Commission              (IRS Employer
       Jurisdiction of                File Number)           Identification No.)
       Incorporation)

        1450 Broadway, New York, NY                          10018
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code   (212) 730-0030
                                                     --------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On March 1, 2006 Iconix Brand Group, Inc. (the "Company") issued a press
release announcing its financial results for the three months and fiscal ended
December 31, 2005. A copy of the Company's press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      The following exhibit is furnished pursuant to Item 2.02, is not to be
considered "filed" under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and shall not be incorporated by reference into any of the
Company's previous or future filings under the Securities Act of 1933, as
amended, or the Exchange Act.

(d) Exhibits.

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

99.1            Press Release of Iconix Brand Group, Inc. dated  March 1, 2006.

                                      -2-
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        ICONIX BRAND GROUP, INC.
                                        (Registrant)

                                        By: /s/ Neil Cole
                                        ----------------------------------------
                                                Neil Cole
                                                Chief Executive Officer

Date:   March 7, 2006

                                      -3-
EXHIBIT INDEX

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

99.1            Press Release of Iconix Brand Group, Inc. dated  March 1, 2006.