<PAGE>

                                                      REGISTRATION NO. 333-_____

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                              FASHIONMALL.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                      06-1544139
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)


             BENJAMIN NARASIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              FASHIONMALL.COM, INC.
                               575 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 891-6064

               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                 INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
                    EXECUTIVE OFFICES AND AGENT FOR SERVICE)

                              FASHIONMALL.COM, INC.
                             1999 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                    COPY TO:
                              KENNETH R. KOCH, ESQ.
                  SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
                                551 FIFTH AVENUE
                            NEW YORK, NEW YORK 10176
                                 (212) 661-6500

                                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================  ================================== ========================  ==================  =================
                                                                            PROPOSED               PROPOSED
                                               AMOUNT                       MAXIMUM                MAXIMUM            AMOUNT OF
TITLE OF SECURITIES                            TO BE                     OFFERING PRICE           AGGREGATE         REGISTRATION
TO BE REGISTERED                           REGISTERED (1)                PER SHARE (2)          OFFERING PRICE           FEE
-------------------------------  ---------------------------------- ------------------------  ------------------  -----------------
<S>                              <C>                                <C>                       <C>                 <C>
COMMON STOCK, PAR VALUE                 1,125,000 shares (3)                 $5.59                $6,288,750          $1,748.27
$.01 PER SHARE
===============================  ================================== ========================  ==================  =================
</TABLE>

(1)  PLUS SUCH INDETERMINATE NUMBER OF SHARES PURSUANT TO RULE 416 AS MAY BE
     ISSUED IN RESPECT OF STOCK SPLITS, STOCK DIVIDENDS AND SIMILAR
     TRANSACTIONS.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933 ON THE AVERAGE
     HIGH AND LOW PRICES FOR THE COMMON STOCK, AS REPORTED ON THE NASDAQ
     NATIONAL MARKET ON OCTOBER 29, 1999.

(3)  THE NUMBER OF SHARES OF COMMON STOCK BEING REGISTERED REPRESENTS 1,125,000
     SHARES OF COMMON STOCK THAT MAY BE ISSUED ON THE DATE HEREOF UNDER THE
     FASHIONMALL.COM, INC. 1999 STOCK OPTION PLAN (THE "PLAN") PURSUANT TO
     OPTIONS ISSUED OR TO BE ISSUED UNDER THE PLAN.

<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

      The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (1) the Registrant's Prospectus dated May 21, 1999, as filed with the
     Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as
     amended (the "Securities Act"), on May 24, 1999;

     (2) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     June 30, 1999; and

     (3) the description of the Common Stock which is registered under Section
     12 of the Securities Exchange Act of 1934 (the "Exchange Act"), contained
     in the Company's Registration Statement on Form 8-A (File No. 000-26151)
     filed on May 3, 1999, as amended on May 21, 1999.

     All documents subsequently filed with the Commission by the Registrant
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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.


                                      - 1 -
<PAGE>

ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Delaware General Corporation Law, Section 102(b)(7), enables a corporation
in its original certificate of incorporation, or an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct or a knowing violation of a law, the payment of a dividend or
approval of a stock repurchase which is deemed illegal or an improper personal
benefit is obtained. The Registrant's Certificate of Incorporation includes the
following language:

      No director of the Corporation shall be liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision does not eliminate the liability of the
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit.

Reference is made to the Registrant's Certificate of Incorporation filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2 (File No.
333-74109).

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8.    EXHIBITS

      Please see Exhibit Index.

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;

          (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


                                      - 2 -
<PAGE>

     in the aggregate, represent a fundamental change in the information set
     forth in the 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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                      - 3 -
<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, State of New York, on the 29th day of
October, 1999.

                                       fashionmall.com., Inc.

                                       By: /s/ Benjamin Narasin
                                           ------------------------------------
                                           Benjamin Narasin
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin Narasin his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all pre-or post-effective amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their or
his 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/ Benjamin Narasin                   Chief Executive Officer, President and                   October 29, 1999
--------------------------------       Chairman of the Board of Directors
       Benjamin Narasin                (Principal Executive Officer and Principal
                                       Financial and Accounting Officer)


/s/ Richard Marcus                     Director                                                 October 29, 1999
--------------------------------
        Richard Marcus


/s/ Jerome Chazen                      Director                                                 October 29, 1999
--------------------------------
         Jerome Chazen


/s/ Robert S. Taubman                  Director                                                 October 29, 1999
--------------------------------
       Robert S. Taubman
</TABLE>



                                      - 4 -
<PAGE>

                                  EXHIBIT INDEX


     Exhibit Number                       Description
     --------------                       -----------

          3.1       Certificate of Incorporation (filed as exhibit 3.1 to the
                    Company's Registration Statement on Form SB-2 filed on March
                    9, 1999 (Registration No. 333-74109) and incorporated herein
                    by reference)

          3.2       Bylaws (filed as exhibit 3.2 to the Company's Registration
                    Statement on Form SB-2 filed on March 9, 1999 (Registration
                    No. 333-74109) and incorporated herein by reference)

          4.1       Form of Stock Certificate (filed as exhibit 4.2 to the
                    Company's Amendment No. 1 to Registration Statement on Form
                    SB-2 filed on April 23, 1999 (Registration No. 333-74109)
                    and incorporated herein by reference)

          4.2       1999 Stock Option Plan (filed as exhibit 10.5 to the
                    Company's Registration Statement on Form SB-2 filed on March
                    9, 1999 (Registration No. 333-74109) and incorporated herein
                    by reference)

          5.1       Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.

          23.1      Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                    (contained in Opinion filed as Exhibit 5.1).

          23.2      Consent of Arthur Andersen, LLP

          24.1      Power of Attorney (included on page II-4, the signature page
                    hereto).





                                      - 5 -
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16651}]
{"company-data": {"conformed-name": "FASHIONMALL COM INC", "cik": "0001081202", "assigned-sic": "5940", "irs-number": "061544139", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90135", "film-number": "99739261"}, "business-address": {"street1": "575 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128916064"}, "mail-address": {"street1": "575 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
REGISTRATION NO. 333-_____

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                              FASHIONMALL.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                      06-1544139
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

             BENJAMIN NARASIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              FASHIONMALL.COM, INC.
                               575 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 891-6064

               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                 INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
                    EXECUTIVE OFFICES AND AGENT FOR SERVICE)

                              FASHIONMALL.COM, INC.
                             1999 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                    COPY TO:
                              KENNETH R. KOCH, ESQ.
                  SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
                                551 FIFTH AVENUE
                            NEW YORK, NEW YORK 10176
                                 (212) 661-6500

                                            CALCULATION OF REGISTRATION FEE
===============================  ================================== ========================  ==================  =================
                                                                            PROPOSED               PROPOSED
                                               AMOUNT                       MAXIMUM                MAXIMUM            AMOUNT OF
TITLE OF SECURITIES                            TO BE                     OFFERING PRICE           AGGREGATE         REGISTRATION
TO BE REGISTERED                           REGISTERED (1)                PER SHARE (2)          OFFERING PRICE           FEE
-------------------------------  ---------------------------------- ------------------------  ------------------  -----------------
COMMON STOCK, PAR VALUE                 1,125,000 shares (3)                 $5.59                $6,288,750          $1,748.27
$.01 PER SHARE
===============================  ================================== ========================  ==================  =================
(1)  PLUS SUCH INDETERMINATE NUMBER OF SHARES PURSUANT TO RULE 416 AS MAY BE
     ISSUED IN RESPECT OF STOCK SPLITS, STOCK DIVIDENDS AND SIMILAR
     TRANSACTIONS.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933 ON THE AVERAGE
     HIGH AND LOW PRICES FOR THE COMMON STOCK, AS REPORTED ON THE NASDAQ
     NATIONAL MARKET ON OCTOBER 29, 1999.

(3)  THE NUMBER OF SHARES OF COMMON STOCK BEING REGISTERED REPRESENTS 1,125,000
     SHARES OF COMMON STOCK THAT MAY BE ISSUED ON THE DATE HEREOF UNDER THE
     FASHIONMALL.COM, INC. 1999 STOCK OPTION PLAN (THE "PLAN") PURSUANT TO
     OPTIONS ISSUED OR TO BE ISSUED UNDER THE PLAN.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

      The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (1) the Registrant's Prospectus dated May 21, 1999, as filed with the
     Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as
     amended (the "Securities Act"), on May 24, 1999;

     (2) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     June 30, 1999; and

     (3) the description of the Common Stock which is registered under Section
     12 of the Securities Exchange Act of 1934 (the "Exchange Act"), contained
     in the Company's Registration Statement on Form 8-A (File No. 000-26151)
     filed on May 3, 1999, as amended on May 21, 1999.

     All documents subsequently filed with the Commission by the Registrant
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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

                                      - 1 -
ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Delaware General Corporation Law, Section 102(b)(7), enables a corporation
in its original certificate of incorporation, or an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct or a knowing violation of a law, the payment of a dividend or
approval of a stock repurchase which is deemed illegal or an improper personal
benefit is obtained. The Registrant's Certificate of Incorporation includes the
following language:

      No director of the Corporation shall be liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision does not eliminate the liability of the
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit.

Reference is made to the Registrant's Certificate of Incorporation filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2 (File No.
333-74109).

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8.    EXHIBITS

      Please see Exhibit Index.

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;

          (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

                                      - 2 -
in the aggregate, represent a fundamental change in the information set
     forth in the 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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      - 3 -
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, State of New York, on the 29th day of
October, 1999.

                                       fashionmall.com., Inc.

                                       By: /s/ Benjamin Narasin
                                           ------------------------------------
                                           Benjamin Narasin
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin Narasin his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all pre-or post-effective amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their or
his 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/ Benjamin Narasin                   Chief Executive Officer, President and                   October 29, 1999
--------------------------------       Chairman of the Board of Directors
       Benjamin Narasin                (Principal Executive Officer and Principal
                                       Financial and Accounting Officer)

/s/ Richard Marcus                     Director                                                 October 29, 1999
--------------------------------
        Richard Marcus

/s/ Jerome Chazen                      Director                                                 October 29, 1999
--------------------------------
         Jerome Chazen

/s/ Robert S. Taubman                  Director                                                 October 29, 1999
--------------------------------
       Robert S. Taubman
- 4 -
EXHIBIT INDEX

     Exhibit Number                       Description
     --------------                       -----------

          3.1       Certificate of Incorporation (filed as exhibit 3.1 to the
                    Company's Registration Statement on Form SB-2 filed on March
                    9, 1999 (Registration No. 333-74109) and incorporated herein
                    by reference)

          3.2       Bylaws (filed as exhibit 3.2 to the Company's Registration
                    Statement on Form SB-2 filed on March 9, 1999 (Registration
                    No. 333-74109) and incorporated herein by reference)

          4.1       Form of Stock Certificate (filed as exhibit 4.2 to the
                    Company's Amendment No. 1 to Registration Statement on Form
                    SB-2 filed on April 23, 1999 (Registration No. 333-74109)
                    and incorporated herein by reference)

          4.2       1999 Stock Option Plan (filed as exhibit 10.5 to the
                    Company's Registration Statement on Form SB-2 filed on March
                    9, 1999 (Registration No. 333-74109) and incorporated herein
                    by reference)

          5.1       Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.

          23.1      Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                    (contained in Opinion filed as Exhibit 5.1).

          23.2      Consent of Arthur Andersen, LLP

          24.1      Power of Attorney (included on page II-4, the signature page
                    hereto).

                                      - 5 -