As filed with the Securities and Exchange Commission on August 11, 2005.
                              Registration No. 333-

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

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


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

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


215 West 40th Street, New York, New York                10018
----------------------------------------    ------------------------------------
(Address of principal executive offices)             (Zip Code)

       Iconix Brand Group, Inc. 2002 Stock Option Plan; Non-plan Options
                             Granted to an Employee
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Neil Cole, President
                            Iconix Brand Group, Inc.
                              215 West 40th Street
                            New York, New York 10018
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 730-0030
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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


<PAGE>



                         CALCULATION OF REGISTRATION FEE
                                Proposed Maximum


                                          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 (3)    Price (3)       Fee
-------------         --------------      ---------  ------------  -------------

Common Stock,          3,425,000           $ 7.12    $24,386,000     $2,870.23
par value $.001         shares
per share(2)



                  (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 2002 Stock Option Plan or the anti-dilution
                  provisions contained in the non-plan options.

                  (2) Includes preferred share purchase rights. Prior to the
                  occurrence of certain events, the preferred share purchase
                  rights will not be evidenced separately from the Common Stock.

                  (3) Calculated solely for the purpose of determining the
                  registration fee pursuant to Rule 457 under the Securities Act
                  of 1933 and based upon (a) as to the 2,910,500 shares of
                  common stock issuable upon exercise of options previously
                  granted under the 2002 Stock Option Plan or the non-plan
                  options that were previously granted to a new employee, upon
                  the prices at which such options may be exercised, (b) as to
                  the remaining 514,500 shares issuable upon exercise of options
                  reserved for issuance under the 2002 Stock Option Plan, the
                  basis of the average of the high and low prices for the common
                  stock as quoted on Nasdaq on August 9, 2005.



<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>






                                     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 eleven-month fiscal year
                  ended December 31, 2004.

2.                Current Report on Form 8-K filed with the Commission on
                  January 31, 2005.

3.                Current Report on Form 8-K filed with the Commission on March
                  11, 2005.

4.                Quarterly Report on Form 10-Q for the Quarter Ended March 31,
                  2005.

5.                Current Report on Form 8-K filed with the Commission on June
                  10, 2005.

6.                Current Report on Form 8-K filed with the Commission on July
                  28, 2005.

7.                Quarterly Report on Form 10-Q for the Quarter Ended June 30,
                  2005.

8.                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.

                                      II-1
<PAGE>

9.                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

                                      II-2
<PAGE>

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.

                                      II-3
<PAGE>

                  Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

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

                           Exhibit No.    Description
                           -----------    -----------
                                 5        Opinion of Blank Rome LLP
                              23.1        Consent of BDO Seidman, LLP
                              23.2        Consent of Blank Rome LLP (included in
                                          Exhibit 5)
                                24        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


                                      II-4
<PAGE>

                    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.

                                      II-5
<PAGE>

                  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.




                                      II-6
<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 10th day of August 2005.

                            ICONIX BRAND GROUP, INC.


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

                  Each person whose signature appears below authorizes each of
Neil Cole and Warren Clamen, 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 Iconix Brand Group, 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.

                  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 date stated.


Signature                Title                                   Date
---------                -----                                   ----
/s/ Neil Cole            Chief Executive Officer, President and  August 10, 2005
-----------------------  Director (Principal Executive Officer)
Neil Cole

/s/ Warren Clamen        Chief Financial Officer  (Principal     August 10, 2005
-----------------------  Financial and Accounting Officer)
Warren Clamen

/s/ Barry Emanuel        Director                                August 10, 2005
-----------------------
Barry Emanuel

/s/ Steven Mendelow      Director                                August 10, 2005
-----------------------
Steven Mendelow

/s/ Michael Caruso       Director                                August 10, 2005
-----------------------
Michael Caruso

/s/ Michael Groveman     Director                                August 10, 2005
----------------------
Michael Groveman

/s/ Drew Cohen           Director                                August 10, 2005
-----------------------
Drew Cohen




                                      II-7
<PAGE>









                                  Exhibit Index


Exhibit No.  Description                                                 Page
-----------  -----------                                                 ----
    5        Opinion of Blank Rome LLP
 23.1        Consent of BDO Seidman, LLP
 23.2        Consent of Blank Rome LLP (included in Exhibit 5)
   24        Power of Attorney (included on Signature Page of
             the Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "icon_s8080905.txt", "description": "REGISTRATION STATEMENT - EMPLOYEE STOCK OPTIONS", "secsgml_size_bytes": 21550}]
{"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": "S-8", "act": "33", "file-number": "333-127416", "film-number": "051014628"}, "business-address": {"street1": "215 W. 40TH STREET, 6TH FL.", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "212-730-0030"}, "mail-address": {"street1": "215 W. 40TH STREET, 6TH 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"}]}
As filed with the Securities and Exchange Commission on August 11, 2005.
                              Registration No. 333-

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

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

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

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

215 West 40th Street, New York, New York                10018
----------------------------------------    ------------------------------------
(Address of principal executive offices)             (Zip Code)

       Iconix Brand Group, Inc. 2002 Stock Option Plan; Non-plan Options
                             Granted to an Employee
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Neil Cole, President
                            Iconix Brand Group, Inc.
                              215 West 40th Street
                            New York, New York 10018
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 730-0030
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
                                Proposed Maximum

                                          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 (3)    Price (3)       Fee
-------------         --------------      ---------  ------------  -------------

Common Stock,          3,425,000           $ 7.12    $24,386,000     $2,870.23
par value $.001         shares
per share(2)

                  (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 2002 Stock Option Plan or the anti-dilution
                  provisions contained in the non-plan options.

                  (2) Includes preferred share purchase rights. Prior to the
                  occurrence of certain events, the preferred share purchase
                  rights will not be evidenced separately from the Common Stock.

                  (3) Calculated solely for the purpose of determining the
                  registration fee pursuant to Rule 457 under the Securities Act
                  of 1933 and based upon (a) as to the 2,910,500 shares of
                  common stock issuable upon exercise of options previously
                  granted under the 2002 Stock Option Plan or the non-plan
                  options that were previously granted to a new employee, upon
                  the prices at which such options may be exercised, (b) as to
                  the remaining 514,500 shares issuable upon exercise of options
                  reserved for issuance under the 2002 Stock Option Plan, the
                  basis of the average of the high and low prices for the common
                  stock as quoted on Nasdaq on August 9, 2005.
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
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 eleven-month fiscal year
                  ended December 31, 2004.

2.                Current Report on Form 8-K filed with the Commission on
                  January 31, 2005.

3.                Current Report on Form 8-K filed with the Commission on March
                  11, 2005.

4.                Quarterly Report on Form 10-Q for the Quarter Ended March 31,
                  2005.

5.                Current Report on Form 8-K filed with the Commission on June
                  10, 2005.

6.                Current Report on Form 8-K filed with the Commission on July
                  28, 2005.

7.                Quarterly Report on Form 10-Q for the Quarter Ended June 30,
                  2005.

8.                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.

                                      II-1
9.                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

                                      II-2
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.

                                      II-3
Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

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

                           Exhibit No.    Description
                           -----------    -----------
                                 5        Opinion of Blank Rome LLP
                              23.1        Consent of BDO Seidman, LLP
                              23.2        Consent of Blank Rome LLP (included in
                                          Exhibit 5)
                                24        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

                                      II-4
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.

                                      II-5
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.

                                      II-6
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 10th day of August 2005.

                            ICONIX BRAND GROUP, INC.

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

                  Each person whose signature appears below authorizes each of
Neil Cole and Warren Clamen, 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 Iconix Brand Group, 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.

                  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 date stated.

Signature                Title                                   Date
---------                -----                                   ----
/s/ Neil Cole            Chief Executive Officer, President and  August 10, 2005
-----------------------  Director (Principal Executive Officer)
Neil Cole

/s/ Warren Clamen        Chief Financial Officer  (Principal     August 10, 2005
-----------------------  Financial and Accounting Officer)
Warren Clamen

/s/ Barry Emanuel        Director                                August 10, 2005
-----------------------
Barry Emanuel

/s/ Steven Mendelow      Director                                August 10, 2005
-----------------------
Steven Mendelow

/s/ Michael Caruso       Director                                August 10, 2005
-----------------------
Michael Caruso

/s/ Michael Groveman     Director                                August 10, 2005
----------------------
Michael Groveman

/s/ Drew Cohen           Director                                August 10, 2005
-----------------------
Drew Cohen

                                      II-7
Exhibit Index

Exhibit No.  Description                                                 Page
-----------  -----------                                                 ----
    5        Opinion of Blank Rome LLP
 23.1        Consent of BDO Seidman, LLP
 23.2        Consent of Blank Rome LLP (included in Exhibit 5)
   24        Power of Attorney (included on Signature Page of
             the Registration Statement)