<PAGE>


       FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2001

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q


[X]                             QUARTERLY REPORT

                            -------------------------

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   FOR THE QUARTERLY PERIOD ENDED MAY 5, 2001




                         Commission file number 0-25347

                                  DELIA*S CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                    13-3963754
(STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)


                   435 HUDSON STREET, NEW YORK, NEW YORK 10014
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)

                                 (212) 807-9060
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES  X    NO
                                              ---      ---

   Number of shares of Class A common stock outstanding as of June 11, 2001:
40,153,029

   Number of shares of Class B common stock outstanding as of June 11, 2001:
11,425,000


                                   ----------

================================================================================

<PAGE>



       STATEMENTS CONTAINED IN THIS DOCUMENT OR INCORPORATED BY REFERENCE,
INCLUDING, WITHOUT LIMITATION, INFORMATION APPEARING UNDER "PART I - ITEM 2 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS," MAY BE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION
27A OF THE AMENDED SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED
SECURITIES EXCHANGE ACT OF 1934). WHEN USED IN THIS DOCUMENT, THE WORDS
"BELIEVE," "PLAN," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. WE CAUTION YOU NOT TO PLACE UNDUE RELIANCE
ON THESE FORWARD-LOOKING STATEMENTS. THEY APPLY ONLY AS OF THE DATE OF THIS
REPORT. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE
FORWARD-LOOKING STATEMENTS. THE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT
LIMITED TO THE FOLLOWING:

      o     WE MAY NOT BE ABLE TO MAINTAIN ACCESS TO FINANCING TO FUND
            OPERATIONS AND THE EXPANSION STRATEGIES OF OUR RETAIL BUSINESS;
      o     CONTINUING COSTS RELATED TO THE MERGER AND OTHER RESTRUCTURING
            INITIATIVES MAY EXCEED OUR RESERVES FOR SUCH INITIATIVES;
      o     WE MAY NOT BE ABLE TO REDUCE EXPENSES SUCCESSFULLY;
      o     OUR COST REDUCTION INITIATIVES MAY LEAD TO REDUCED SERVICE LEVELS OR
            PRODUCT QUALITY, WHICH COULD HAVE AN ADVERSE IMPACT ON REVENUES;
      o     WE ARE LIKELY TO CONTINUE TO EXPERIENCE INCREASES IN THE COST OF
            MATERIALS, PRINTING, PAPER, POSTAGE, SHIPPING AND LABOR;
      o     WE MAY EXPERIENCE REDUCTIONS IN RESPONSE RATES TO CATALOG AND
            ELECTRONIC MAILINGS DUE TO INCREASED PROSPECTING, THE TIMING AND
            QUANTITY OF OUR MAILINGS AND OTHER FACTORS;
      o     WE MAY NOT BE ABLE TO LEVERAGE INVESTMENTS MADE IN INFRASTRUCTURE TO
            SUPPORT EXPANSION;
      o     WE MAY NOT BE ABLE TO OBTAIN ACCEPTABLE STORE SITES AND LEASE TERMS;
      o     WE MAY NOT BE ABLE OPEN NEW STORES IN A TIMELY FASHION;
      o     WE MAY NOT BE ABLE TO INCREASE COMPARABLE STORE SALES;
      o     ADVERSE WEATHER CONDITIONS AND OTHER FACTORS AFFECTING RETAIL STORES
            GENERALLY MAY CAUSE OUR SALES TO DECREASE;
      o     WE ARE SUBJECT TO INCREASED LEVELS OF COMPETITION;
      o     WE MAY NOT BE ABLE TO RETAIN KEY PERSONNEL;
      o     WE MAY NOT BE ABLE TO SCALE OUR COMPUTER SYSTEMS WITH GROWTH IN
            ONLINE TRAFFIC;
      o     WE ARE SUSCEPTIBLE TO DOWNTURNS IN GENERAL ECONOMIC CONDITIONS;
      o     WE MAY NOT BE ABLE TO ANTICIPATE AND RESPOND TO FASHION TRENDS;
      o     WE MAY EXPERIENCE DECREASED LEVELS OF SERVICE FROM THIRD PARTY
            VENDORS AND SERVICE PROVIDERS;
      o     OUR SUPPLIERS MAY NOT BE ABLE TO OBTAIN FINANCING TO PROVIDE
            PRODUCTS TO THE COMPANY; AND
      o     OTHER FACTORS DETAILED ELSEWHERE IN THIS REPORT.

THESE FACTORS, AND OTHER FACTORS THAT APPEAR IN OUR ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, COULD AFFECT OUR ACTUAL
RESULTS AND COULD CAUSE SUCH RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN ANY FORWARD-LOOKING STATEMENTS MADE BY US OR ON OUR BEHALF. WE UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE ADVISED, HOWEVER,
TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR REPORTS TO THE SEC ON FORMS
10-K, 10-Q AND 8-K.



                                       2
<PAGE>

      THIS REPORT MAY INCLUDE OR INCORPORATE BY REFERENCE MARKET DATA RELATED TO
THE INDUSTRIES IN WHICH WE ARE INVOLVED. THIS DATA HAS BEEN DERIVED FROM STUDIES
PUBLISHED BY MARKET RESEARCH FIRMS, TRADE ASSOCIATIONS AND OTHER ORGANIZATIONS.
THESE ORGANIZATIONS SOMETIMES ASSUME EVENTS, TRENDS AND ACTIVITIES WILL OCCUR
AND PROJECT INFORMATION BASED ON THOSE ASSUMPTIONS. IF ANY OF THEIR ASSUMPTIONS
ARE WRONG, THEIR PROJECTIONS MAY ALSO BE WRONG.

      IN MAY 1999, WE ANNOUNCED A CHANGE IN OUR FISCAL YEAR TO THE 52 OR 53
WEEKS ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE CORRESPONDING
CALENDAR YEAR. PRIOR TO THIS CHANGE, OUR FISCAL YEAR WAS THE YEAR ENDED JANUARY
31 FOLLOWING THE CORRESPONDING CALENDAR YEAR. REFERENCES IN THIS REPORT TO
"FISCAL 2001" MEAN THE PERIOD FROM FEBRUARY 4, 2001 TO FEBRUARY 2, 2002.
REFERENCES TO "FISCAL 2000" MEAN THE PERIOD FROM JANUARY 30, 2000 TO FEBRUARY 3,
2001. REFERENCES TO "FISCAL 1999" MEAN THE PERIOD FROM FEBRUARY 1, 1999 TO
JANUARY 29, 2000.

      ON NOVEMBER 20, 2000, DELIA*S INC. WAS RECOMBINED WITH ITS MAJORITY-OWNED
SUBSIDIARY, ITURF INC., AND WE RENAMED THE PARENT COMPANY OF THE RECOMBINED
BUSINESS DELIA*S CORP. THE MERGER TRANSACTION WAS ACCOUNTED FOR AS A PURCHASE BY
DELIA*S INC. OF THE MINORITY INTEREST IN ITURF. AS A RESULT, THE HISTORICAL
FINANCIAL STATEMENTS OF DELIA*S CORP. CONTAINED HEREIN ARE THE HISTORICAL
FINANCIAL STATEMENTS OF DELIA*S INC. WITH EARNINGS PER SHARE RESTATED TO REFLECT
THE TRANSACTION.



                                       3
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                     FEBRUARY 3, 2001     MAY 5, 2001
                                                                     ----------------     -----------
                                                                                          (UNAUDITED)
<S>                                                                       <C>               <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents ......................................      $ 10,121          $  6,822
    Short-term investments .........................................        11,024             4,097
    Merchandise inventories ........................................        19,974            15,309
    Assets held for sale ...........................................         3,334                --
    Prepaid expenses and other current assets ......................         9,850             7,009
                                                                          --------          --------
      Total current assets .........................................        54,303            33,237
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
    $13,022 at February 3, 2001 and $14,142 at May 5, 2001 .........        30,145            30,357
OTHER ASSETS .......................................................           595               469
                                                                          --------          --------
TOTAL ASSETS .......................................................      $ 85,043          $ 64,063
                                                                          ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses ..........................      $ 27,080          $ 19,334
    Liabilities due to customers ...................................         4,570             3,879
    Accrued restructuring ..........................................         4,059             2,430
    Bank loan payable ..............................................         2,361               335
    Other current liabilities ......................................         2,151             2,601
                                                                          --------          --------
      Total current liabilities ....................................        40,221            28,579
LONG-TERM DEBT AND CAPITAL LEASES ..................................         4,770             4,176
EXCESS OF FAIR VALUE OVER PURCHASE PRICE ...........................        19,383            18,389
OTHER LONG-TERM LIABILITIES ........................................           513               567
STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01 per share;
      Authorized shares - 1,000,000; Issued shares - none ..........            --                --
    Class A common stock, par value $.01 per share;
      Authorized shares - 100,000,000;
      Issued shares - 38,267,035 and 38,263,964 shares, respectively
      (including 1,685,580 in treasury) ............................           383               383
    Class B common stock, par value $.01 per share;
      Authorized shares - 12,500,000;
      Issued shares - 11,425,000 (all in treasury) .................           114               114
    Additional paid-in capital .....................................        91,293            91,462
    Less common stock in treasury, at cost .........................       (11,041)          (11,041)
    Deferred compensation ..........................................        (1,168)             (842)
    Retained deficit ...............................................       (59,425)          (67,724)
                                                                          --------          --------
      Total stockholders' equity ...................................        20,156            12,352
                                                                          --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........................      $ 85,043          $ 64,063
                                                                          ========          ========
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements



                                       4
<PAGE>


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                       THIRTEEN WEEKS ENDED
                                                   APRIL 29, 2000  MAY 5, 2001
                                                   --------------  -----------
                                                            (UNAUDITED)
<S>                                                   <C>            <C>
NET SALES .........................................   $ 49,057       $ 36,231

COST OF SALES .....................................     25,792         19,682
                                                      --------       --------

GROSS PROFIT ......................................     23,265         16,549

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ......     39,003         24,462

RESTRUCTURING CHARGES .............................         --            384

INTEREST AND OTHER EXPENSE (INCOME), NET ..........       (667)             2

MINORITY INTEREST .................................     (3,901)            --
                                                      --------       --------

LOSS BEFORE INCOME TAXES ..........................    (11,170)        (8,299)

BENEFIT FOR INCOME TAXES ..........................     (2,424)            --
                                                      --------       --------

NET LOSS ..........................................   $ (8,746)      $ (8,299)
                                                      ========       ========


BASIC AND DILUTED NET LOSS PER SHARE ..............   $  (0.35)      $  (0.23)
                                                      ========       ========

SHARES USED IN THE CALCULATION OF BASIC AND DILUTED
    NET LOSS PER SHARE ............................     24,873         35,331
                                                      ========       ========
</TABLE>









            See Notes to Unaudited Consolidated Financial Statements



                                       5
<PAGE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                             THIRTEEN WEEKS ENDED
                                                                                       APRIL 29, 2000       MAY 5, 2001
                                                                                       --------------       -----------
                                                                                                   (UNAUDITED)
<S>                                                                                       <C>                 <C>
OPERATING ACTIVITIES:
   Net loss ...................................................................           $ (8,746)           $ (8,299)
    Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation and amortization .......................................              3,122                 282
          Merger and restructuring charges ....................................                 --                 384
          Non-cash compensation expense related to restricted stock ...........                 --                 310
          Minority interest ...................................................             (3,901)                 --
          Deferred taxes ......................................................               (455)                 --
          Amortization of investments .........................................               (153)                (13)
          Changes in operating assets and liabilities:
            Merchandise inventories ...........................................              1,741               2,851
            Prepaid expenses and other current assets .........................                848               3,366
            Other assets ......................................................                109                  26
            Current liabilities ...............................................             (3,329)             (6,619)
            Long-term liabilities .............................................             (2,087)                 54
                                                                                          --------            --------
    Net cash used in operating activities .....................................            (12,851)             (7,658)
                                                                                          ========            ========

INVESTING ACTIVITIES:
    Capital expenditures ......................................................             (2,269)             (1,565)
    Purchase of investment securities .........................................            (10,683)                 --
    Proceeds from the maturity of investment securities .......................             20,156               6,940
    Proceeds from sale of businesses ..........................................                 --               3,483
    Acquisition of business ...................................................                174              (2,500)
                                                                                          --------            --------
Net cash provided by investing activities .....................................              7,378               6,358
                                                                                          ========            ========

FINANCING ACTIVITIES:
   Borrowings (repayments) under line of credit agreement .....................                 --              (2,026)
   Principal payments on long-term debt and capital lease obligations .........               (179)               (144)
    Exercise of options to purchase 3,500 and 72,178 shares, respectively .....                 20                 171
    Other .....................................................................                 54                  --
                                                                                          --------            --------
Net cash used in financing activities .........................................               (105)             (1,999)
                                                                                          ========            ========

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS ................................             (5,578)             (3,299)

CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD ..................................             24,985              10,121
                                                                                          --------            --------
CASH & CASH EQUIVALENTS--END OF PERIOD ........................................           $ 19,407            $  6,822
                                                                                          ========            ========
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITY:
February 2000 issuance of a subsidiary's common stock for the acquisition of
theSpark.com, Inc.

            See Notes to Unaudited Consolidated Financial Statements



                                       6
<PAGE>


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    BUSINESS

      We are a multichannel retailer that markets apparel, accessories and home
furnishings to teenage girls and young women. We reach our customers through the
dELiA*s catalog, www.dELiAs.cOm and 37 dELiA*s retail stores.

      On November 20, 2000, dELiA*s Inc. was recombined with its majority-owned
subsidiary, iTurf Inc., and we renamed the parent company of the recombined
business dELiA*s Corp. The merger transaction was accounted for as a purchase by
dELiA*s Inc. of the minority interest in iTurf. As a result, the historical
financial statements of dELiA*s Corp. contained herein are the historical
financial statements of dELiA*s Inc. with earnings per share restated to reflect
the transaction.

      We are subject to seasonal fluctuations in our merchandise sales and
results of operations. We expect our net sales generally to be higher in the
second half of each fiscal year than in the first half of the same fiscal year.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

      PRINCIPLES OF CONSOLIDATION-- Our consolidated financial statements
include the accounts of dELiA*s and subsidiaries, all of which, except iTurf,
were wholly-owned for all periods presented. For the period that iTurf was not
wholly-owned, the accounts of iTurf were included in the consolidated financial
statements with the outside ownership of iTurf reflected as minority interest.
All significant intercompany balances and transactions have been eliminated in
consolidation.

      UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited
consolidated financial statements have been prepared in accordance with the
requirements for Form 10-Q and in accordance with generally accepted accounting
principles in the United States for interim financial reporting. In the opinion
of management, the accompanying consolidated financial statements are presented
on a basis consistent with the audited consolidated financial statements and
reflect all adjustments (consisting of normal recurring items) necessary for a
fair presentation of results for the interim periods presented. The financial
statements and footnote disclosures should be read in conjunction with our
February 3, 2001 audited consolidated financial statements and the notes
thereto, which are included in our annual report on Form 10-K for the year ended
February 3, 2001, which was filed under the Securities Exchange Act of 1934.
Results for the interim periods are not necessarily indicative of the results to
be expected for the year.

      RESTRICTED STOCK -- During the first quarter of fiscal 2001, approximately
75,000 shares of unvested restricted stock were forfeited. The number of issued
shares in the accompanying consolidated balance sheet is shown net of such
canceled shares.

      RECLASSIFICATIONS -- Certain amounts have been reclassified to conform to
the current presentation.



                                       7
<PAGE>




3.    SEGMENTS

We currently have two reportable segments: dELiA*s Direct and dELiA*s Retail.
All of our other businesses, which were in the process of being sold or shut
down in the first quarter of fiscal 2001 and therefore no longer qualify as
operating segments under SFAS No. 131, are included as "Non-core" below. Our two
segments offer similar products to similar customers, but are managed separately
because of their distribution methods. Certain amounts in our fiscal 2000
segment disclosure have been reclassified to conform to the current
presentation.

<TABLE>
<CAPTION>
                                                                       FIRST QUARTER
                                                                 FISCAL 2000     FISCAL 2001
                                                                 -----------     -----------
<S>                                                             <C>             <C>
NET REVENUES
    dELiA*s Direct                                              $ 23,051,000    $ 20,200,000
    dELiA*s Retail                                                 6,434,000      10,600,000
                                                                ------------    ------------
    Core dELiA*s                                                  29,485,000      30,800,000
    Non-core                                                      19,572,000       5,431,000
                                                                ------------    ------------
    Total                                                       $ 49,057,000    $ 36,231,000
                                                                ============    ============

LOSS BEFORE TAXES
    dELiA*s Direct operating loss                               $ (1,151,000)   $ (2,029,000)
    dELiA*s Retail operating loss                                   (837,000)     (1,123,000)
    Non-core operating loss                                       (9,322,000)     (2,560,000)
                                                                ------------    ------------
    Total operating loss                                         (11,310,000)     (5,712,000)
    Unallocated shared expenses                                    1,306,000       1,609,000
    Depreciation, amortization and non-cash compensation           3,122,000         592,000
    Merger, restructuring and other one-time non-cash charges             --         384,000
    Minority interest                                             (3,901,000)             --
    Interest and other expense (income), net                        (667,000)          2,000
                                                                ------------    ------------
    Total                                                       $(11,170,000    $ (8,299,000)
                                                                ============    ============
</TABLE>


4.    MERGER AND RESTRUCTURING

      During fiscal 2000, we announced our intention to focus on our core
dELiA*s brand and to sell or shut down our non-core businesses. The merger and
restructuring of our businesses included a number of initiatives and resulted in
a total fiscal 2000 charge of $53.1 million, which was recorded as $30.0 million
of merger and restructuring charges, a $19.8 million income tax charge and $3.3
million in cost of sales.

      During the first quarter of fiscal 2001, we recorded additional
restructuring charges of approximately $400,000, which primarily reflects a
net loss on our sale on April 26, 2001 of substantially all of the assets of
the Storybook Heirlooms business as well as additional severance charges
offset by a gain on the sale on March 19, 2001 sale of the TheSpark.com
businesses and a reversal of approximately $300,000 of excess reserves as
certain actual costs were lower than our original estimates. We expect to
record additional restructuring charges during the second quarter of fiscal
2001 in connection with the divestiture of gURL.com (see Note 7).

      In February 2001 we paid the former shareholders of theSpark.com $2.5m
in accordance with the amended acquisition agreement.


      After completion of the sale on March 19, 2001 of the TheSpark.com
businesses to a subsidiary of Barnes & Noble, Inc. and our related payment of
$1.7 million to the former stockholders of theSpark.com, Inc., our remaining
obligations to such former stockholders in connection with our acquisition of
the TheSpark.com businesses were: (1) to issue to them on June 1, 2001
approximately 1.3 million shares of our Class A common stock; and (2) to pay
them $1.5 million in cash or stock (at our election) not later than March 1,
2002. The estimated value of these contingent obligations net of the estimated
proceeds on the sale was reserved as part of our restructuring initiatives.



                                       8
<PAGE>

   As of May 5, 2001, our balance sheet included accruals of $2.1 million for
future lease and other obligations and $300,000 of related severance costs.
We expect the accrued amounts to be paid by the third quarter of fiscal 2001.








                                       9
<PAGE>



5.    COMMITMENTS AND CONTINGENCIES

LITIGATION

      In 1999, two separate purported securities class action lawsuits were
filed against dELiA*s Inc. and certain of its officers and directors, and one
former officer of a subsidiary. The original complaints were filed in Federal
District Court for the Southern District of New York by Allain Roy on June 1,
1999 and by Lorraine Padgett on June 3, 1999. The suits were consolidated
into a single class action and an amended and consolidated complaint was
filed on March 22, 2000. The complaint in this lawsuit purports to be a class
action on behalf of the purchasers of our securities during the period
January 20, 1998 through September 10, 1998. The complaint generally alleges
that the defendants violated Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder by making material misstatements and by
failing to disclose allegedly material information regarding trends in our
business. The complaint also alleges that the individual defendants are
liable for those violations under Section 20(a) of the Securities Exchange
Act. The complaint seeks unspecified damages, attorneys' and experts' fees
and costs, and such other relief as the court deems proper. On April 14,
2000, dELiA*s Inc. and the other named defendants filed a motion to dismiss
the lawsuit. The motion to dismiss was denied on March 26, 2001. We intend to
vigorously defend against this action. While an estimate of the possible
range of loss can not be made, based upon information presently known to
management, we do not believe that the ultimate resolution of this lawsuit
will have a material adverse effect on our business.

      Between August 17 and August 25, 2000, three purported class action
complaints on behalf of a subsidiary's stockholders were filed in Delaware
Chancery Court against the subsidiary, dELiA*s Inc. and each of the
subsidiary's directors. These actions include: Pack v. Kahn, et al., Del.
Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del. Ch., C.A. No. 18258,
and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All three complaints
made virtually identical claims, alleging that dELiA*s Inc. and the members
of the subsidiary's board of directors breached their fiduciary duties to the
subsidiary's public stockholders and that the merger exchange ratio was
unfair to the subsidiary's public stockholders. The actions were consolidated
and an amended complaint was filed on January 19, 2001. This complaint seeks
class certification and other equitable and monetary relief, including
enjoining the merger or awarding damages, which may take the form of issuance
of additional common stock to members of the plaintiff class. If we were to
issue a significant number of shares of our common stock in connection with
this action, it would materially dilute our current stockholders. On April 3,
2001, we filed a motion to dismiss the lawsuit. Although we believe that the
allegations of the complaint are without substantial merit and intend to
vigorously contest this action, we can not predict at this time the outcome
of any litigation or the possible range of loss or whether the resolution of
the litigation could have a material adverse effect on our business or the
value of our common stock.

      In the first quarter of fiscal 2001, we were served with a purported class
action complaint alleging that we improperly collected sales tax from residents
of New York State. While an estimate of the possible range of loss can not be
made, based upon information presently known to management, we do not believe
that the ultimate resolution of this lawsuit will have a material adverse effect
on our business.

INTERNET ALLIANCES

      In May 1999, we entered into a strategic marketing alliance with America
Online, Inc. Over the original two-year term of the agreement, we agreed to pay
America Online a total of approximately $8.1 million. On March 30, 2001, the
original agreement was superseded by a new agreement under which we agreed to
pay our remaining obligation of approximately $1.1 million to America Online
over a 27-month period. At April 28, 2001, we had a remaining payment obligation
of approximately $737,000 to be paid out over the remainder of the term. In
connection with the sale of our gURL.com business on May 24, 2001 (see Note 7),
we assigned a portion of our obligation to the purchaser of that business,
although we remain liable in the event the purchaser fails to pay America
Online.


                                       10
<PAGE>



6.    LONG-TERM DEBT AND CREDIT FACILITIES

      In August 1999, in connection with the purchase of our distribution
facility in Hanover, Pennsylvania, we borrowed $5.3 million from Allfirst Bank
in the form of a seven-year mortgage loan on the property. We are subject to
certain covenants under the loan agreement, including a covenant to maintain a
fixed charge coverage ratio. In August 1999, we also entered into an
interest-rate swap agreement with Allfirst Bank, under which we effectively
converted the LIBOR-based variable interest rate mortgage to a fixed rate loan
with an interest rate of approximately 8.78%. Effective May 1, 2001, we received
a waiver of the fixed charge coverage ratio covenant through August 6, 2003 in
exchange for a principal payment of $2.0 million on May 7, 2001 and our
agreement to pay on August 6, 2003 the outstanding principal balance as of that
date. On May 4, 2001, we terminated the related interest-rate swap agreement.

      On April 28, 2000, we entered into a three-year agreement with Congress
Financial Corporation that amended and restated the terms of our previous credit
agreement with First Union, the parent company of Congress. The Congress
facility, as subsequently amended in connection with our merger and
restructurings, consists of a revolving line of credit permitting us to borrow
up to $25 million, limited to specified percentages of the value of our eligible
inventory as determined under the credit agreement, and provides for the
issuance of documentary and standby letters of credit up to $10 million. Our
obligations under the agreement are secured by a lien on substantially all of
our assets, except certain real property and other specified assets. The
agreement contains certain covenants, with which we are in compliance, and
default provisions customary for credit facilities of this nature, including
limitations on our payment of dividends. The agreement also contains controls on
our cash management and certain limits on our ability to distribute assets. At
our option, borrowings under this facility bear interest at First Union National
Bank's prime rate plus 25 basis points or at LIBOR plus 225 basis points. A fee
of 0.375% per year is assessed monthly on the unused portion of the line of
credit as defined. As of May 5, 2001, the outstanding balance was $335,000,
outstanding letters of credit were $2.9 million and unused available credit was
$3.8 million.

      On May 4, 2001, we entered into amendment number 6 to our credit agreement
with Congress Financial Corporation, permitting us to make a prepayment of
principal to Allfirst Bank and increasing the interest rate on our borrowings
by 100 basis points.

      As of the end of the first quarter of fiscal 2001, we were not in
compliance with the minimum adjusted net worth requirement of our credit
agreement with Congress. Such default was subsequently waived and the covenant
adjusted (see Note 7.)

7.    SUBSEQUENT EVENTS

      On May 14, 2001, we issued 300,000 shares of restricted Class A common
stock to Andrea Weiss in connection with her employment as our president.

      On May 24, 2001, we completed the sale of substantially all of the assets
of the gURL.com online content and community Web site to PrimediaNet Inc., a
subsidiary of Primedia Inc. In connection with the sale, we assigned
approximately $350,000 of our obligations under our agreement with America
Online to PrimediaNet. We remain liable to America Online for payment of all
obligations under the our agreement, including the assigned obligations. In the
event PrimediaNet defaults on the obligations it has assumed, we would have a
contractual claim against PrimediaNet and Primedia.

      On June 1, 2001, we issued 1,315,271 shares of our Class A common stock
to the former stockholders of theSpark.com, Inc. in connection with our
fiscal 2000 acquisition of that business.

      On June 6, 2001, we filed a registration statement with the Securities
and Exchange Commission registering 5 million shares of our Class A common stock
for sale by us or on our behalf from time to time. We can give no assurances
about our ability to sell these shares or the price at which such shares are
sold.

      On June 12, 2001, we entered into an agreement with Congress waiving
our default under the minimum adjusted net worth covenant in our credit
agreement and amending the adjusted net worth covenant through September 30,
2001. If we fail to add to our net worth by raising additional capital,
increasing earnings or other means, we are likely to be out of compliance
with the minimum

                                       11
<PAGE>

adjusted worth covenant in September. In such event, there can be no assurance
that we will continue to have access to the working capital necessary to operate
our business as planned.












                                       12
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


      THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
OUR CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN
THIS REPORT. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED, THE DISCUSSION IN
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS
BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR
IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE, BUT
ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS REPORT AND IN
OUR ANNUAL REPORT ON FORM 10-K.

OVERVIEW

      Through our catalogs, retail stores and Web sites, we market apparel,
accessories and home furnishings, as well as other goods and services, primarily
to teen girls and young women.

      MERGER AND RESTRUCTURING CHARGES. During fiscal 2000, we announced our
intention to focus on our core dELiA*s brand and to sell or shut down our
non-core businesses and we recorded significant merger and restructuring-related
charges.

      During the first quarter of fiscal 2001, we recorded additional
restructuring charges of approximately $400,000, which primarily reflects a
net loss on our sale on April 26, 2001 of substantially all of the assets of
the Storybook Heirlooms business as well as additional severance charges
offset by a gain on the March 19, 2001 sale of the TheSpark.com businesses
and a reversal of approximately $300,000 of excess reserves as certain actual
costs were lower than our original estimates. We expect to record additional
restructuring charges during the second quarter of fiscal 2001 in connection
with the divestiture of gURL.com.


      In February 2001 we paid the former shareholders of theSpark.com $2.5m
in accordance with the amended acquisition agreement.

      After completion of the sale on March 19, 2001 of the TheSpark.com
businesses to a subsidiary of Barnes & Noble, Inc. and our related payment of
$1.7 million to the former stockholders of theSpark.com, Inc., our remaining
obligations to such former stockholders in connection with our acquisition of
the TheSpark.com businesses were: (1) to issue to them on June 1, 2001
approximately 1.3 million shares of our Class A common stock; and (2) to pay
them $1.5 million in cash or stock (at our election) not later than March 1,
2002. The estimated value of these contingent obligations net of the estimated
proceeds on the sale was reserved as part of our restructuring initiatives.

CAPITAL INVESTMENTS. We have made and continue to make significant capital
expenditures for construction of our dELiA*s retail stores. Our plans to open a
total of 10 dELiA*s retail stores during fiscal 2001 are expected to result in
related capital expenditures of approximately $3.0 million.

GENERAL MATTERS AFFECTING OUR CORE DELIA*S BUSINESS. The operating results of
our ongoing dELiA*s business are subject to the following uncertainties, each of
which is described in more detail in our annual report on Form 10-K under "Risk
Factors":

      o     access to financing to fund the operations and the expansion
            strategies of our business;
      o     our ability to anticipate and respond to fashion trends;
      o     timing and quantity of catalog and electronic mailings and customer
            response rates;
      o     availability of acceptable store sites and lease terms and the
            possibility of increasing comparable store sales; and
      o     other factors described in our annual report on Form 10-K,
            particularly under "Risk Factors."



                                       13
<PAGE>


RESULTS OF OPERATIONS

      The following table sets forth, for the periods indicated, the percentage
relationship of certain items from our consolidated statements of operations to
net sales. Any trends reflected by the following table may not be indicative of
future results.

<TABLE>
<CAPTION>
                                                    FISCAL QUARTER ENDED
                                                APRIL 29, 2000   MAY 5, 2001
                                                --------------   -----------
<S>                                                  <C>            <C>
Net sales                                            100.0%         100.0%
Cost of sales                                         52.6           54.3
                                                     -----          -----
Gross profit                                          47.4           45.7
Selling, general and administrative expenses          79.5           67.5
Merger and restructuring charges                      --              1.1
Interest and other income, net                        (1.4)           0.0
Minority interest                                     (8.0)          --
                                                     -----          -----
Loss before income taxes                             (22.7)         (22.9)
Benefit for income taxes                              (4.9)          --
                                                     -----          -----
Net loss                                             (17.8)%        (22.9)%
                                                     =====          =====
</TABLE>

COMPARISON OF FISCAL QUARTERS ENDED MAY 5, 2001 AND APRIL 29, 2000

      NET SALES. Net sales decreased approximately $12.8 million from $49.1
million in the first quarter of fiscal 2000 to $36.2 million in the first
quarter of fiscal 2001. The decrease was due to the impact of divestitures of
non-core businesses, partially offset by a 4.5% increase in our core
dELiA*s-branded business. The $4.1 million dELiA*s Retail increase was
offset, in part, by the $2.9 million decrease in dELiA*s Direct.

      GROSS MARGIN. Gross margin decreased from 47.4% in the first quarter of
fiscal 2000 to 45.7% in the first quarter of fiscal 2001. The decrease primarily
relates to our non-core businesses, which experienced a 785 basis point
decrease due to aggressive promotion and lower than anticipated advertising
revenue in our non-core media properties.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased approximately $14.5 million from $39.0 million
in the first quarter of fiscal 2000 to $24.5 million in the first quarter of
fiscal 2001. Selling, general and administrative expenses also decreased as a
percentage of net sales, from 79.5% in the first quarter of fiscal 2000 to 67.5%
in the first quarter of fiscal 2001. The decrease primarily relates to operating
expenses of our discontinued and disposed non-core businesses and related
decreases in depreciation, amortization and non-cash compensation as well as
decreases in our core direct business offset, in part, by increases in our core
retail business as expansion continued.

      MERGER AND RESTRUCTURING CHARGES. During the first quarter of fiscal 2001,
we recorded a charge (primarily non-cash) of approximately $400,000 in
connection with our recent restructuring initiatives. This charge primarily
reflects a net loss on the sale of the Storybook Heirlooms assets as well as
additional severance charges partially offset by a gain on the sale of the
TheSpark.com businesses and reversal of excess reserves. We expect to record
additional restructuring charges during the second quarter of fiscal 2001 in
connection with the May 2001 divestiture of gURL.com.

      MINORITY INTEREST. For the period that iTurf Inc. was not wholly-owned by
dELiA*s, we reflected the outside ownership of iTurf as minority interest.

      INCOME TAXES. Since the November 2000 merger of dELiA*s Inc. and iTurf
Inc., our deferred tax assets have been fully reserved due to the uncertainty
of our ability to utilize the benefit.

                                       14
<PAGE>


SEASONALITY

      We experience seasonal and cyclical fluctuations in our revenues and
results of operations. For example, sales of apparel, accessories and footwear
are generally lower in the first half of each year than in the second half. In
addition, due to the cyclical nature of our businesses and our sensitivity to
consumer spending patterns, purchases of apparel and accessories tend to decline
during recessionary periods and may decline at other times. Consequently, our
results of operations from quarter to quarter may become less comparable. Our
quarterly results will also be affected by the timing of catalog mailings and
promotions and may also fluctuate as a result of a number of other factors
described in our annual report on Form 10-K, particularly under "Risk Factors."
As a result of seasonal and cyclical patterns and these other factors, you
should not rely on quarter-to-quarter comparisons of our results of operations
as indicative of our future performance.

LIQUIDITY AND CAPITAL RESOURCES

      Cash used in operations in the first quarter of fiscal 2000 and 2001 was
$12.9 million and $7.7 million, respectively. The decrease in cash used in
operations primarily relates to lower operating losses and more manageable
working capital levels, both of which relate to our recent restructuring
initiatives.

      Investing activities provided $7.4 million and $6.4 million in the first
quarters of fiscal 2000 and 2001, respectively, primarily relating to net
investment proceeds offset by capital expenditures and, in fiscal 2001, to the
cash proceeds of the sale of non-core businesses. During fiscal 2001, we expect
to make capital expenditures of approximately $4.0 million, approximately $3.0
million of which relates to the construction of new retail stores.

      Financing activities, primarily net repayments under our credit agreement,
used $2.0 million in the first quarter of fiscal 2001. Cash flows from financing
activities were not significant in the first quarter of fiscal 2000.

      In August 1999, in connection with the purchase of our distribution
facility in Hanover, Pennsylvania, we borrowed $5.3 million from Allfirst
Bank in the form of a seven-year mortgage loan on the property. We are
subject to certain covenants under the loan agreement, including a covenant
to maintain a fixed charge coverage ratio. In August 1999, we also entered
into an interest-rate swap agreement with Allfirst Bank, under which we
effectively converted the LIBOR-based variable interest rate mortgage to a
fixed rate loan with an interest rate of approximately 8.78%. Effective May
1, 2001, we received a waiver of the fixed charge coverage ratio covenant in
the loan agreement through August 6, 2003 in exchange for a principal payment
of $2.0 million on May 7, 2001 and our agreement to pay on August 6, 2003 the
outstanding principal balance as of that date. On May 4, 2001, we terminated
the related interest-rate swap agreement.

      On April 28, 2000, we entered into a three-year agreement with Congress
Financial Corporation that amended and restated the terms of our previous credit
agreement with First Union National Bank, the parent company of Congress. The
Congress facility, as subsequently amended in connection with our merger and
restructurings, consists of a revolving line of credit permitting us to borrow
up to $25 million, limited to specified percentages of the value of our eligible
inventory as determined under the credit agreement, and provides for the
issuance of documentary and standby letters of credit up to $10 million. Our
obligations under the agreement are secured by a lien on substantially all of
our assets, except certain real property and other specified assets. The
agreement contains certain covenants and default provisions customary for credit
facilities of this nature, including limitations on our payment of dividends.
The agreement also contains controls on our cash management and certain limits
on our ability to distribute



                                       15
<PAGE>

assets. At our option, borrowings under this facility bear interest at First
Union National Bank's prime rate plus 25 basis points or at LIBOR plus 225 basis
points. A fee of 0.375% per year is assessed monthly on the unused portion of
the line of credit as defined. As of May 5, 2001, the outstanding balance was
$335,000, outstanding letters of credit were $2.9 million and unused available
credit was $3.8 million.

      On May 4, 2001, we entered into amendment number 6 to our credit agreement
with Congress Financial Corporation, permitting us to make a prepayment of
principal to Allfirst Bank and increasing the interest rate on our borrowings
by 100 basis points.

      On June 12, 2001, we entered into an agreement with Congress waiving
our default under the minimum adjusted net worth covenant in our credit
agreement and amending the adjusted net worth covenant through September 30,
2001. If we fail to add to our net worth by raising additional capital,
increasing earnings or other means, we are likely to be out of compliance
with the minimum adjusted worth covenant in September. In such event, there
can be no assurance that we will continue to have access to the working
capital necessary to operate our business as planned.

      On June 6, 2001, we filed a registration statement with the Securities and
Exchange Commission registering 5 million shares of our Class A common stock
for sale by us or on our behalf from time to time.

      We believe that our cash on hand and cash expected to be generated by
operations, together with the funds available under our credit agreement and
cash generated from the sale of our common stock, will be sufficient to meet
our capital and operating requirements through fiscal 2001. However, we can
give no assurances that we will be able to raise sufficient capital through
operations and through the sale of stock to comply with the covenants in our
credit agreement. Our failure to raise sufficient capital, meet our internal
earnings projections or to have continued access to borrowings under our
credit facility would have a material adverse effect on our business.
Additional funds, that may be necessary to operate the business, may not be
available to us on favorable terms or at all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

      We are currently exposed to changes in interest rates primarily from our
credit and our variable-rate mortgage arrangements.

      Our investments are debt securities that are classified as
held-to-maturity and carried at amortized cost. Because our intention is to hold
these investments to maturity, their value to us is not affected by changes in
interest rates.

      Until recently, an interest rate hedge offset our outstanding
variable-rate mortgage debt. Therefore, we effectively paid a fixed interest
rate on the mortgage and we were not exposed to interest rate risk. In May 2001,
the hedge was terminated. As a result, we are subject to interest rate
fluctuations on the remaining principal balance of the variable-rate mortgage
loan. Based on the current principal balance, a hypothetical 100 basis point
movement of in interest rates would not have a material effect on our interest
costs.

      We are also affected by interest rate changes to the extent that
fluctuating rate loans are outstanding under our credit facility. Based on our
outstanding balance of $335,000 at May 5, 2001, a hypothetical 100 basis point
increase in interest rates would not have a material effect on our interest
costs.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      In 1999, two separate purported securities class action lawsuits were
filed against dELiA*s Inc. and certain of its officers and directors, and one
former officer of a subsidiary. The original complaints were filed in Federal
District Court for the Southern District of New York by Allain Roy on June 1,
1999 and by Lorraine Padgett on June 3, 1999. The suits were consolidated into a
single class action and an amended and consolidated complaint was filed on March
22, 2000. The complaint in this lawsuit purports to be a class action on behalf
of the purchasers of our securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section



                                       16
<PAGE>

10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder by
making material misstatements and by failing to disclose allegedly material
information regarding trends in our business. The complaint also alleges that
the individual defendants are liable for those violations under Section 20(a)
of the Securities Exchange Act. The complaint seeks unspecified damages,
attorneys' and experts' fees and costs, and such other relief as the court
deems proper. On April 14, 2000, dELiA*s Inc. and the other named defendants
filed a motion to dismiss the lawsuit. The motion to dismiss was denied on
March 26, 2001. We intend to vigorously defend against this action. While an
estimate of the possible range of loss can not be made, based upon
information presently known to management, we do not believe that the
ultimate resolution of this lawsuit will have a material adverse effect on
our business.

      Between August 17 and August 25, 2000, three purported class action
complaints on behalf of a subsidiary's stockholders were filed in Delaware
Chancery Court against the subsidiary, dELiA*s Inc. and each of the
subsidiary's directors. These actions include: Pack v. Kahn, et al., Del.
Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del. Ch., C.A. No. 18258,
and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All three complaints
made virtually identical claims, alleging that dELiA*s Inc. and the members
of the subsidiary's board of directors breached their fiduciary duties to the
subsidiary's public stockholders and that the merger exchange ratio was
unfair to the subsidiary's public stockholders. The actions were consolidated
and an amended complaint was filed on January 19, 2001. This complaint seeks
class certification and other equitable and monetary relief, including
enjoining the merger or awarding damages, which may take the form of issuance
of additional common stock to members of the plaintiff class. If we were to
issue a significant number of shares of our common stock in connection with
this action, it would materially dilute our current stockholders. On April 3,
2001, we filed a motion to dismiss the lawsuit. Although we believe that the
allegations of the complaint are without substantial merit and intend to
vigorously contest this action, we can not predict at this time the outcome
of any litigation or the possible range of loss or whether the resolution of
the litigation could have a material adverse effect on our business or the
value of our common stock.

      In the first quarter of fiscal 2001, we were served with a purported class
action complaint alleging that we improperly collected sales tax from residents
of New York State. While an estimate of the possible range of loss can not be
made, based upon information presently known to management, we do not believe
that the ultimate resolution of this lawsuit will have a material adverse effect
on our business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   See "Exhibit Index" following the signature page.

      (b)   We did not file any current reports on Form 8-K during the first
            quarter of fiscal 2001.



                                       17
<PAGE>




                                   SIGNATURES

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

                               dELiA*s Corp.
                               (Registrant)
Date: June 15, 2001

<TABLE>
<S>                            <C>
                               By: /s/ Stephen I. Kahn
                                   -------------------------------
                                       Stephen I. Kahn
                                       Chairman of the Board and Chief Executive Officer


                               By: /s/ Dennis Goldstein
                                   -------------------------------
                                       Dennis Goldstein
                                       Chief Financial Officer and Treasurer
                                       (principal financial and accounting officer)
</TABLE>





                                       18
<PAGE>




<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
<S>     <C>
2.1     Agreement and Plan of Merger dated February 4, 2000, by and among iTurf,
        iTurf Caveman Acquisition Corporation, TheSpark.com, Inc. ("Spark"), and
        the stockholders of Spark (incorporated by reference to Exhibit 2.1 to
        the iTurf Inc. Current Report on Form 8-K dated February 25, 2000)
2.2     Agreement and Plan of Merger, dated as of August 16, 2000, among iTurf
        Inc., iTurf Breakfast Corp. and dELiA*s Inc. (incorporated by reference
        to Annex A to the iTurf Inc. Registration Statement on Form S-4
        (Registration No. 333-44916))
3.1     Second Restated Certificate of Incorporation of iTurf Inc. (incorporated
        by reference to Annex B to the joint proxy statement/prospectus included
        with the iTurf Inc. Registration Statement on Form S-4 (Registration No.
        333-44916))
3.2     Amended and Restated By-laws of dELiA*s Corp. (incorporated by reference
        to Exhibit 3.2 to the dELiA*s Corp. Annual Report on Form 10-K for the
        fiscal year ended February 3, 2001)
10.1    Employment Agreement between dELiA*s Inc. and Christopher C. Edgar
        (incorporated by reference to Exhibit 10.2 to the dELiA*s Inc.
        Registration Statement on Form S-1 (Registration No. 333-15153))
10.2    Form of Family Stockholders Agreement among dELiA*s Inc., Stephen I.
        Kahn and the persons listed on Exhibit A thereto (incorporated by
        reference to Exhibit 10.4 to the dELiA*s Inc. Registration Statement on
        Form S-1 (Registration No. 333-15153))
10.3    Amended and Restated 1996 Stock Incentive Plan of dELiA*s Inc.
        (incorporated by reference to the dELiA*s Inc. Schedule 14A filed on
        June 12, 1998)
10.4    iTurf Inc. 1999 Amended and Restated Stock Incentive Plan (incorporated
        by reference to Annex E of the joint proxy/prospectus included with the
        iTurf Inc. registration statement on Form S-4 (Registration No.
        333-44916))
10.5    Lease Agreement dated May 3, 1995 between dELiA*s Inc. and The Rector,
        Church Wardens and Vestrymen of Trinity Church in the City of New York
        (the "Lease Agreement"); Modification and Extension of Lease Agreement
        dated September 26, 1996 (incorporated by reference to Exhibit 10.9 to
        the dELiA*s Inc. Registration Statement on Form S-1 (Registration No.
        333-15153))
10.6    Agreement dated April 4, 1997 between dELiA*s Inc. and The Rector,
        Church Wardens and Vestrymen of Trinity Church in the City of New York
        amending the Lease Agreement (incorporated by reference to Exhibit 10.13
        to the dELiA*s Inc. Annual Report on Form 10-K for the fiscal year ended
        January 31, 1997)
10.7    Agreement dated October 7, 1997 between dELiA*s Inc. and The Rector,
        Church Wardens and Vestrymen of Trinity Church in the City of New York
        amending the Lease Agreement (incorporated by reference to Exhibit 10.14
        to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter
        ended October 31, 1997)
10.8    Amendment No. 1 to Employment Agreement between dELiA*s Inc. and
        Christopher C. Edgar, dated September 15, 1998 (incorporated by
        reference to Exhibit 10.15 to the dELiA*s Inc. Quarterly Report on Form
        10-Q for the fiscal quarter ended October 31, 1998)
10.9    Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Evan
        Guillemin, dated September 15, 1998 (incorporated by reference to
        Exhibit 10.16 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
        fiscal quarter ended October 31, 1998)
10.10   1998 Stock Incentive Plan of dELiA*s Inc. (incorporated by reference to
        Exhibit 10.17 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
        fiscal quarter ended October 31, 1998)
10.11   Intercompany Services Agreement between dELiA*s Inc. and iTurf Inc.,
        dated April 8, 1999 (incorporated by reference to Exhibit 10.1 to the
        iTurf Inc. registration statement on Form S-1 (Registration No.
        333-71123))
10.12   Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated
        April 8, 1999 (incorporated by reference to Exhibit 10.2 to the iTurf
        Inc. registration statement on Form S-1 (Registration No. 333-71123))


                                       19
<PAGE>

10.13   Advertising Agreement between iTurf Inc. and America Online, Inc., dated
        May 4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf
        Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
        1999) +
10.14   Construction Loan Agreement dated August 6, 1999, among dELiA*s
        Distribution Company, dELiA*s Inc. and Allfirst Bank (incorporated by
        reference to Exhibit 10.23 to the dELiA*s Inc. Quarterly Report on
        Form 10-Q for the fiscal quarter ended July 31, 1999)
10.15   Mortgage Note dated August 6, 1999 made by dELiA*s Distribution Company
        in favor of Allfirst Bank (incorporated by reference to Exhibit 10.24 to
        the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter
        ended July 31, 1999)
10.16   Registration Rights Agreement between iTurf Inc. and MarketSource
        Corporation (incorporated by reference to Exhibit 10.19 to the iTurf
        Inc. Registration Statement on Form S-1 (Registration No. 333-90435))
10.17   Amendment No. 2 to Employment Agreement between dELiA*s Inc. and
        Christopher C. Edgar, dated October 18, 1999 (incorporated by reference
        to Exhibit 10.28 to the dELiA*s Inc. Quarterly Report on Form 10-Q for
        the fiscal quarter ended October 31, 1999)
10.18   Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Evan
        Guillemin, dated October 18, 1999 (incorporated by reference to Exhibit
        10.29 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
        quarter ended October 31, 1999)
10.19   Lease Agreement dated January 30, 2000 by and between iTurf Inc. and the
        State-Whitehall Company (incorporated by reference to Exhibit 10.20 to
        the iTurf Inc. Annual Report on Form 10-K for the fiscal year ended
        January 29, 2000)
10.20   Amended and Restated Credit Agreement among dELiA*s Inc. and its
        subsidiaries set forth on Schedule 1 thereto and Congress Financial
        Corporation dated April 28, 2000 (incorporated by reference to the
        dELiA*s Inc. Current Report on Form 8-K dated May 2, 2000)
10.21   Amendment No. 3 to Employment Agreement between dELiA*s Inc. and
        Christopher C. Edgar, dated June 9, 2000 (incorporated by reference to
        Exhibit 10.36 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
        fiscal quarter ended April 29, 2000)
10.22   Employment Agreement between iTurf and Dennis Goldstein (incorporated by
        reference to Exhibit 10.13 to iTurf Inc. Registration Statement on Form
        S-1 (Registration No. 333-71123))
10.23   Amendment Number 1 to Employment Agreement between dELiA*s Corp. (f/k/a
        iTurf Inc.) and Dennis Goldstein (incorporated by reference to Exhibit
        10.27 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal
        year ended February 3, 2001)
10.24   Amendment No. 1 to Amended and Restated Credit Agreement among dELiA*s
        Inc. and certain of its subsidiaries and Congress Financial Corporation,
        dated July 31, 2000 (incorporated by reference to Exhibit 10.28 to the
        dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended
        February 3, 2001)
10.25   Amendment No. 2 to Amended and Restated Credit Agreement among dELiA*s
        Inc. and certain of its subsidiaries and Congress Financial Corporation,
        dated November 10, 2000 (incorporated by reference to Exhibit 10.29 to
        the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended
        February 3, 2001)
10.26   Amendment No. 3 to Amended and Restated Credit Agreement among dELiA*s
        Corp. and certain of its subsidiaries and Congress Financial
        Corporation, dated November 20, 2000 (incorporated by reference to
        Exhibit 10.30 to the dELiA*s Corp. Annual Report on Form 10-K for the
        fiscal year ended February 3, 2001)
10.27   Amendment No. 4 to Amended and Restated Credit Agreement among dELiA*s
        Corp. and certain of its subsidiaries and Congress Financial
        Corporation, dated January 19, 2001 (incorporated by reference to
        Exhibit 10.31 to the dELiA*s Corp. Annual Report on Form 10-K for the
        fiscal year ended February 3, 2001)
10.28   Amendment No. 5 to Amended and Restated Credit Agreement among dELiA*s
        Corp. and certain of its subsidiaries and Congress Financial
        Corporation, dated February 2, 2001 (incorporated by



                                       20
<PAGE>

        reference to Exhibit 10.32 to the dELiA*s Corp. Annual Report on Form
        10-K for the fiscal year ended February 3, 2001)
10.29   Employment Agreement between Evan Guillemin and dELiA*s Inc. dated as of
        October 27, 2000 (incorporated by reference to Exhibit 10.33 to the
        dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended
        February 3, 2001)
10.30   Modification Agreement, dated as of May 4, 2001, among Allfirst Bank,
        dELiA*s Group Inc. and dELiA*s Distribution Company (incorporated by
        reference to Exhibit 10.34 to the dELiA*s Corp. Annual Report on Form
        10-K for the fiscal year ended February 3, 2001)
10.31   Employment Agreement among Andrea Weiss, dELiA*s Corp. and Stephen I.
        Kahn dated as of May 7, 2001 (incorporated by reference to Exhibit 10.33
        to Amendment 1 to the dELiA*s Corp. Annual Report on Form 10-K for the
        fiscal year ended February 3, 2001)
10.32   Employment Agreement between dELiA*s Corp. and Stephen I. Kahn dated as
        of April 24, 2001 (incorporated by reference to Exhibit 10.34 to
        Amendment 1 to the dELiA*s Corp. Annual Report on Form 10-K for the
        fiscal year ended February 3, 2001)
10.33*  Amendment No. 6 to Amended and Restated Credit Agreement among
        dELiA*S Corp. and certain of its subsidiaries and Congress Financial
        Corporation, dated May 4, 2001
10.34*  Amendment No. 7 to Amended and Restated Credit Agreement among
        dELiA*S Corp. and certain of its subsidiaries and Congress Financial
        Corporation, dated June 12, 2001
</TABLE>

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+  Confidential treatment requested as to certain portions, which portions have
   been omitted and filed separately with the SEC.

*  Filed herewith.