As filed with the Securities and Exchange Commission on December 21, 2001.
                              Registration No.333-


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

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

                                  CANDIE'S, INC.
--------------------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

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

400 Columbus Avenue, Valhalla, New York                 10595-1335
---------------------------------------    -------------------------------------
(Address of principal executive offices)                (Zip Code)


                             2001 Stock Option Plan
                         -------------------------------
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                           400 Columbus Avenue Avenue
                         Valhalla, New York 10595-13305
                     (Name and address of agent for service)

                                 (914) 769-8600
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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


<PAGE>
                                          Proposed
                                           Maximum     Proposed
                                          Aggregate     Maximum
   Title of                               Offering     Aggregate     Amount of
Securities to          Amount to be       Price per    Offering    Registration
be Registered         Registered (1)      Share (2)    Price (2)       Fee
--------------        --------------      ---------    ---------   ------------

Common Stock,         2,000,000 shares      $2.13      $4,260,000    $1,018.14
par value $.001
per share


                  (1) In addition, pursuant to Rule 416 under the Securities Act
                  of 1933, this registration statement also registers an
                  indeterminate number of shares of common stock which may be
                  issued pursuant to the anti-dilution provisions of the
                  Registrant's 2001 Stock Option Plan.

                  (2) Calculated solely for the purpose of determining the
                  registration fee pursuant to Rule 457 under the Securities Act
                  of 1933 based upon the average of the high and low sales
                  prices of the common stock as reported on Nasdaq on December
                  14, 2001.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           Item 1.  Plan Information.*
                                    ------------------

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

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





























                                       I-1


<PAGE>


                                      II-8


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                Item 3. Incorporation of Documents by Reference.
                        ---------------------------------------

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

1.       Annual Report on Form 10-K for the fiscal year ended January 31, 2001.

2.       Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2001.

3.       Quarterly Report on Form 10-Q for the Quarter Ended July 31, 2001.

4.       Quarterly Report on Form 10-Q for the Quarter Ended October 31, 2001.

5.       Current Report on Form 8-K for the event dated November 13, 2001.

6.                The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A declared effective on
                  January 19, 1990 and the description of the registrant's
                  preferred share purchase rights contained in the registrant's
                  Registration Statement on Form 8-A filed with the Commission
                  on February 2, 2000 and any amendments thereto.

7.                All documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered have been sold or
                  which deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated by reference in this Registration
                  Statement and to be a part hereof from the respective date of
                  filing of such documents. Any statement contained in a
                  document incorporated by reference herein is modified or
                  superseded for all purposes to the extent that a statement
                  contained in this Registration Statement or in any other
                  subsequently filed document which is incorporated by reference
                  modifies or replaces such statement.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                  Item 4.  Description of Securities.
                           -------------------------

                  Not applicable.

                  Item 5.  Interests of Named Experts and Counsel.
                           --------------------------------------

                  Not applicable

                  Item 6.  Indemnification of Directors and Officers.
                           -----------------------------------------


                  Section 145 of the General Corporation Law of the State of
Delaware ("GCL") provides for the indemnification of officers and directors
under certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                  Section 102(b) of the GCL permits a corporation, by so
providing in its certificate of incorporation, to eliminate or limit director's
liability to the corporation and its shareholders for monetary damages arising
out of certain alleged breaches of their fiduciary duty. Section 102(b)(7) of
the GCL provides that no such limitation of liability may affect a director's
liability with respect to any of the following: (i) breaches of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not made in good faith or which involve intentional misconduct of knowing
violations of law; (iii) liability for dividends paid or stock repurchased or
redeemed in violation of the GCL; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does not
authorize any limitation on the ability of the corporation or its shareholders
to obtain injunction relief, specific performance or other equitable relief
against directors.

                  Article Ninth of the registrant's Certificate of Incorporation
and the registrant's By-laws provide that all persons who the registrant is
empowered to indemnify pursuant to the provisions of Section 145 of the GCL (or
any similar provision or provisions of applicable law at the time in effect),
shall be indemnified by the registrant to the full extent permitted thereby. The
forgoing right of indemnification shall not be deemed to be exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors, or
otherwise.

                  Article Tenth of the registrant's Certificate of Incorporation
provides that no director of the registrant shall be personally liable to the
registrant or its stockholders for any monetary damages for breaches of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the registrant 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 the GCL; or (iv) for any
transaction from which the director derived an improper personal benefit.

                  The registrant's employment agreements with Mr. Neil Cole and
Ms. Deborah Sorell Stehr provide that the registrant shall indemnify each of
them for the consequences of all acts and decisions made by such person while
performing services for the registrant. These agreements also require the
registrant to use its best efforts to obtain directors' and officers' liability
insurance for such persons.

                  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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

                  Item 7.  Exemption from Registration Claimed.
                           -----------------------------------

                  Not Applicable.

                  Item 8.  Exhibits.
                           --------

                           Exhibit No. Description

                           5           Opinion of Blank Rome Tenzer
                                       Greenblatt LLP

                           23.1        Consent of BDO Seidman,LLP

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

                           24.1        Power of  Attorney  (included  on the
                                       Signature  Page of this  Registration
                                       Statement)


                  Item 9.  Undertakings.
                           ------------

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being  made,a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

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

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

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

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

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

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.


<PAGE>


                                   SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Purchase, New York, on this 19th day of December 2001.

                                  CANDIE'S, INC.


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

         Each person whose signature appears below authorizes each of Neil Cole
and Deborah Sorell Stehr, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Candie's, Inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.

Signature                            Title                           Date

  /s/ Neil Cole               Chief Executive Officer,         December 19, 2001
---------------------------   President and Director
Neil Cole                     (Principal Executive Officer)

  /s/ Richard Danderline      Executive Vice President of      December 19, 2001
---------------------------   Operations and Finance
Richard Danderline            (Principal Financial and
                              Accounting Officer)


  /s/ Barry Emanuel                   Director                 December 19, 2001
---------------------------
Barry Emanuel


  /s/ Steven Mendelow                 Director                 December 19, 2001
---------------------------
Steven Mendelow


  /s/ Peter Siris                     Director                 December 19, 2001
--------------------------
Peter Siris


  /s/ Ann Iverson                     Director                 December 19, 2001
--------------------------
Ann Iverson


<PAGE>






                                  Exhibit Index


Exhibit
No.     Description                                                Page

5       Opinion of Blank Rome Tenzer Greenblatt LLP
23.1    Consent of BDO Seidman, LLP
23.2    Consent of Tenzer Greenblatt LLP (included in Exhibit 5)
24.1    Power of Attorney (included on Signature Page of
        the Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "cands8_2001.txt", "description": "FORM S-8 FOR STOCK OPTION PLAN 2001", "secsgml_size_bytes": 19197}]
{"company-data": {"conformed-name": "CANDIES INC", "cik": "0000857737", "assigned-sic": "3140", "irs-number": "112481903", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75658", "film-number": "1820368"}, "business-address": {"street1": "400 COLUMBUS AVE.", "city": "VALHALLA", "state": "NY", "zip": "10595", "phone": "9147698600"}, "mail-address": {"street1": "400 COLUMBUS AVE.", "city": "VALHALLA", "state": "NY", "zip": "10595"}, "former-company": {"former-conformed-name": "MILLFELD TRADING CO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 21, 2001.
                              Registration No.333-

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

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

                                  CANDIE'S, INC.
--------------------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

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

400 Columbus Avenue, Valhalla, New York                 10595-1335
---------------------------------------    -------------------------------------
(Address of principal executive offices)                (Zip Code)

                             2001 Stock Option Plan
                         -------------------------------
                            (Full title of the plan)

                              Neil Cole, President
                                 Candie's, Inc.
                           400 Columbus Avenue Avenue
                         Valhalla, New York 10595-13305
                     (Name and address of agent for service)

                                 (914) 769-8600
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
Proposed
                                           Maximum     Proposed
                                          Aggregate     Maximum
   Title of                               Offering     Aggregate     Amount of
Securities to          Amount to be       Price per    Offering    Registration
be Registered         Registered (1)      Share (2)    Price (2)       Fee
--------------        --------------      ---------    ---------   ------------

Common Stock,         2,000,000 shares      $2.13      $4,260,000    $1,018.14
par value $.001
per share

                  (1) In addition, pursuant to Rule 416 under the Securities Act
                  of 1933, this registration statement also registers an
                  indeterminate number of shares of common stock which may be
                  issued pursuant to the anti-dilution provisions of the
                  Registrant's 2001 Stock Option Plan.

                  (2) Calculated solely for the purpose of determining the
                  registration fee pursuant to Rule 457 under the Securities Act
                  of 1933 based upon the average of the high and low sales
                  prices of the common stock as reported on Nasdaq on December
                  14, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           Item 1.  Plan Information.*
                                    ------------------

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

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

                                       I-1
II-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                Item 3. Incorporation of Documents by Reference.
                        ---------------------------------------

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

1.       Annual Report on Form 10-K for the fiscal year ended January 31, 2001.

2.       Quarterly Report on Form 10-Q for the Quarter Ended April 30, 2001.

3.       Quarterly Report on Form 10-Q for the Quarter Ended July 31, 2001.

4.       Quarterly Report on Form 10-Q for the Quarter Ended October 31, 2001.

5.       Current Report on Form 8-K for the event dated November 13, 2001.

6.                The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A declared effective on
                  January 19, 1990 and the description of the registrant's
                  preferred share purchase rights contained in the registrant's
                  Registration Statement on Form 8-A filed with the Commission
                  on February 2, 2000 and any amendments thereto.

7.                All documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered have been sold or
                  which deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated by reference in this Registration
                  Statement and to be a part hereof from the respective date of
                  filing of such documents. Any statement contained in a
                  document incorporated by reference herein is modified or
                  superseded for all purposes to the extent that a statement
                  contained in this Registration Statement or in any other
                  subsequently filed document which is incorporated by reference
                  modifies or replaces such statement.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                  Item 4.  Description of Securities.
                           -------------------------

                  Not applicable.

                  Item 5.  Interests of Named Experts and Counsel.
                           --------------------------------------

                  Not applicable

                  Item 6.  Indemnification of Directors and Officers.
                           -----------------------------------------

                  Section 145 of the General Corporation Law of the State of
Delaware ("GCL") provides for the indemnification of officers and directors
under certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                  Section 102(b) of the GCL permits a corporation, by so
providing in its certificate of incorporation, to eliminate or limit director's
liability to the corporation and its shareholders for monetary damages arising
out of certain alleged breaches of their fiduciary duty. Section 102(b)(7) of
the GCL provides that no such limitation of liability may affect a director's
liability with respect to any of the following: (i) breaches of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not made in good faith or which involve intentional misconduct of knowing
violations of law; (iii) liability for dividends paid or stock repurchased or
redeemed in violation of the GCL; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does not
authorize any limitation on the ability of the corporation or its shareholders
to obtain injunction relief, specific performance or other equitable relief
against directors.

                  Article Ninth of the registrant's Certificate of Incorporation
and the registrant's By-laws provide that all persons who the registrant is
empowered to indemnify pursuant to the provisions of Section 145 of the GCL (or
any similar provision or provisions of applicable law at the time in effect),
shall be indemnified by the registrant to the full extent permitted thereby. The
forgoing right of indemnification shall not be deemed to be exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors, or
otherwise.

                  Article Tenth of the registrant's Certificate of Incorporation
provides that no director of the registrant shall be personally liable to the
registrant or its stockholders for any monetary damages for breaches of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the registrant 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 the GCL; or (iv) for any
transaction from which the director derived an improper personal benefit.

                  The registrant's employment agreements with Mr. Neil Cole and
Ms. Deborah Sorell Stehr provide that the registrant shall indemnify each of
them for the consequences of all acts and decisions made by such person while
performing services for the registrant. These agreements also require the
registrant to use its best efforts to obtain directors' and officers' liability
insurance for such persons.

                  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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

                  Item 7.  Exemption from Registration Claimed.
                           -----------------------------------

                  Not Applicable.

                  Item 8.  Exhibits.
                           --------

                           Exhibit No. Description

                           5           Opinion of Blank Rome Tenzer
                                       Greenblatt LLP

                           23.1        Consent of BDO Seidman,LLP

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

                           24.1        Power of  Attorney  (included  on the
                                       Signature  Page of this  Registration
                                       Statement)

                  Item 9.  Undertakings.
                           ------------

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being  made,a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

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

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

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

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

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

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Purchase, New York, on this 19th day of December 2001.

                                  CANDIE'S, INC.

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

         Each person whose signature appears below authorizes each of Neil Cole
and Deborah Sorell Stehr, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Candie's, Inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.

Signature                            Title                           Date

  /s/ Neil Cole               Chief Executive Officer,         December 19, 2001
---------------------------   President and Director
Neil Cole                     (Principal Executive Officer)

  /s/ Richard Danderline      Executive Vice President of      December 19, 2001
---------------------------   Operations and Finance
Richard Danderline            (Principal Financial and
                              Accounting Officer)

  /s/ Barry Emanuel                   Director                 December 19, 2001
---------------------------
Barry Emanuel

  /s/ Steven Mendelow                 Director                 December 19, 2001
---------------------------
Steven Mendelow

  /s/ Peter Siris                     Director                 December 19, 2001
--------------------------
Peter Siris

  /s/ Ann Iverson                     Director                 December 19, 2001
--------------------------
Ann Iverson
Exhibit Index

Exhibit
No.     Description                                                Page

5       Opinion of Blank Rome Tenzer Greenblatt LLP
23.1    Consent of BDO Seidman, LLP
23.2    Consent of Tenzer Greenblatt LLP (included in Exhibit 5)
24.1    Power of Attorney (included on Signature Page of
        the Registration Statement)