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

                                  FORM 10-KSB
(Mark One)
   [x]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended March 31, 1997

   [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the transition period from __________ to __________

                       Commission file number   0-17805

                           NEW RETAIL CONCEPTS, INC.
                (Name of small business issuer in its charter)

                 DELAWARE                       13-3275369
      (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)      Identification Number)

         2975 Westchester Avenue
            Purchase, New York                     10577
          (Address of principal                 (Zip Code)
            executive offices)
                                (914) 694-8888
                          (Issuer's telephone number)

          Securities registered pursuant to Section 12(b) of the Act:
                                     None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock - $.01 par value

     Check whether  the issuer  (1) filed  all reports  required to be filed by
Section 13  or 15(d)  of the Securities Exchange Act of 1934 during the past 12
months (or  for such  shorter period  that registrant was required to file such
reports) and  (2) has  been subject to such filing requirements for the past 90
days.  Yes  x    No ___

     Check if  there is no disclosure of delinquent filers pursuant to Item 405
of Regulation  S-B contained in this form, and no disclosure will be contained,
to the  best of  registrant's knowledge,  in definitive  proxy  or  information
statements incorporated  by reference  in Part  III of  this Form 10-KSB or any
amendment to this Form 10-KSB.  [  ]

     The issuer's revenues for its most recent fiscal year were $677,842.

     As of  June 20,  1997, the aggregate market value of the voting stock held
by non-affiliates  was $3,820,741, based on a closing sale price of $1.15625 on
that date  as reported  by the  OTC Bulletin  Board of The Nasdaq Stock Market,
Inc., and 5,623,139 shares of issuer's common stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE
                                       
     Transitional Small Business Disclosure Format (check one): Yes      No  x 


                                  PART I


ITEM 1.   BUSINESS

    New Retail  Concepts, Inc.,  a Delaware  corporation organized  in 1986
("NRC" or  the "Company"),  is engaged  in managing  its existing corporate
assets and  in seeking  other business  opportunities  for  acquisition  or
merger.

     The Company  owns 1,227,696  shares of  the common  stock of Candie's,
Inc., a Delaware corporation whose shares are traded on the Nasdaq National
Market ("Candie's"),  and holds  warrants to  purchase  700,000  additional
shares of such common stock at an initial price of $1.2375 per share and an
option to purchase 100,000 additional shares of such common stock for $1.15
per share.   Information  set forth  in Item 12 regarding transactions with
Candies during the past two years is incorporated herein by reference.

     The Company's other corporate assets include a note receivable from No
Excuses Sportswear, Ltd. ("NES") in an unpaid principal amount of $700,000,
two license agreements, one with Mamiye Sales, Inc. ("Mamiye") and one with
WalMart Stores,  Inc. ("WalMart"),  calling for the payment of royalties to
the Company  for the  use of  the No Excuses(R)  trademark  and  a  license
agreement with  Montgomery Ward  & Co.,  Incorporated  ("Montgomery  Ward")
calling for  the payment  of royalties  to the  Company for  the use of the
Crayons(R) trademark.  The  Mamiye license agreement,  which  provided  the
Company with  $132,000 in  net royalties  during the  1997 fiscal year, has
been assigned  to NES  effective August  1,  1997.    The  WalMart  license
agreement, which provided the Company with $546,000 in royalties during the
1997 fiscal  year, will be automatically renewed until July 31, 2002 unless
WalMart notifies the Company before July 17, 1997 of a desire not to renew.
If the  WalMart license agreement is renewed, the Company will be obligated
to pay NES 20% of the royalties received from WalMart.  The Montgomery Ward
license agreement  has not  yet resulted  in any  royalties payable  to the
Company.

     The Company  has no  full-time  employees  and  only  three  part-time
employees.


ITEM 2.   PROPERTIES

     None.


ITEM 3.   LEGAL PROCEEDINGS

    On April  26, 1994  a First  Amended Complaint  was filed in the United
States District  Court for  the  Central  District  of  California  in  Los
Angeles, California,  by Eric Y. Knipe ("Knipe"), against Washington Square
Capital, Jack  Hart, the  Company and  Neil Co1e,  claiming  activities  in
violation  of  the  Racketeer  Influenced  and  Corrupt  Organizations  Act
("RICO"),  breach  of  contract,  bad  faith  denial  of  contract,  fraud,
conversion and conspiracy.  The Company is named as a defendant only in the
RICO, conversion,  and conspiracy  causes of  action, with  respect to  the
Company's activities  as a  buyer of jeans manufactured at Ready Industries
of Puerto  Rico, Inc.,  of which Knipe was a stockholder.  Knipe is seeking
compensatory damages in excess of $3,000,000, punitive damages, trebling of

                                    -2-


all damages,  attorney's fees, and injunctive relief.  On January 16, 1996,
the Court  dismissed the action against all defendants for failure to state
a cause  of action  with respect  to the  RICO claims  and for  failure  of
diversity jurisdiction  with respect  to all  other claims.   The plaintiff
filed an  appeal to  the Court's dismissal, which is still pending, and, on
February 16,  1996, initiated a similar action in the Superior Court of the
State of  California in  the County of Los Angeles on behalf of himself and
his wholly owned corporation EYK International.  A demurrer addressing most
of the  causes of  action in the state court action was granted in part and
denied in  part.   Motions for summary adjudication of the issues have been
filed affecting all parties and a hearing to argue the motions is presently
scheduled for  July 8,  1997.   The Company intends to defend these actions
vigorously.


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

     Not applicable.


                                  PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     The common  stock, par value $.01 per share, of the Company, is traded
on the  over-the-counter market  in the  "pink sheets"  or the  "Electronic
Bulletin Board"  of the  National Association  of Securities  Dealers, Inc.
(the "NASD").   The  following table sets forth the high and low bid prices
for shares  of common stock for the periods indicated, based on information
received  from  the  "Electronic  Bulletin  Board"  of  the  NASD.    These
quotations reflect interdealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
                                              Bid Prices    
                                           High       Low   
     Fiscal Year Ended March 31, 1996
       First quarter                       $ .625      $.20
       Second quarter                        .625       .1875
       Third quarter                         .625       .375
       Fourth quarter                        .40625     .28125
     Fiscal Year Ended March 31, 1997
       First quarter                       $ .28125    $.28125
       Second quarter                        .28125     .125
       Third quarter                         .25        .125
       Fourth quarter                       1.03125     .1875
       
     As of June 20, 1997, there were 843 holders of record of the Company's
common stock and the closing sale price per share was $1.15625.

     The Company  has never  paid a cash dividend on its common stock.  The
Company anticipates  that its  earnings for  the foreseeable future will be
retained for use in its business.







                                    -3-


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company  is engaged  in managing its existing corporate assets and
in seeking other business opportunities for acquisition or merger.

     The following  discussion should  be  read  in  conjunction  with  the
Company's Financial Statements and related notes thereto.

                           Results of Operations

     Total revenues for the fiscal year ended March 31, 1997 were $677,842,
as compared  to $626,134  for the  1996 fiscal  year.    This  increase  is
primarily attributable  to an  increase in  the shipments  by the Company's
footwear licensee  offset in part by the termination of the Company's other
license agreement.

      Net income  for the  fiscal year ended March 31, 1997 was $333,780 or
$.05 per  share, as  compared to  $1,161,021 or $.18 per share for the 1996
fiscal year.   This  decrease is  due principally  to the  sale  of  future
licensing rights completed during the 1996 fiscal year offset in part by an
increase in the equity in the gains of Candie's.

     Selling, general  and administrative  expenses increased from $640,351
for the  1996 fiscal  year to  $645,166 for  the 1997  fiscal year.    This
increase was  attributable primarily  to increases  in royalty expenses and
professional fees.

     Interest expense  for the  1997 fiscal  year was  $16,856, as compared
with $24,974 for the 1996 fiscal year.  This decrease is due to a reduction
in the notes payable.

                      Liquidity and Capital Resources

     At March  31, 1997  the Company  had working  capital of  $335,760  as
compared to  $79,944 at  March 31,  1996.  This increase in working capital
arose primarily  because of  the net  cash provided by operating activities
and payments received on the note receivable from NES offset in part by the
purchase of treasury stock.

     The Company's  equity interest  in Candie's  (consisting of  1,227,696
shares of Candie's common stock, warrants to purchase for $1.2375 per share
700,000 additional  shares and  an option  to purchase  for $1.15 per share
100,000 additional  shares) had  an aggregate value on June 20, 1997, based
on the  closing price  of $4.50 per share on the Nasdaq National Market, of
$8,143,000.

     The Company  anticipates that  its current cash and the cash flow from
the sale  of its  licensing rights  and from  licensing royalties  will  be
sufficient to meet operating expenses for the next twelve months.

     Since the  start of  the 1997  fiscal year,  the Company  has acquired
243,900 shares of its common stock for $143,812 in private transactions and
on the open market.  The Company anticipates that it may acquire additional
shares of its common stock as opportunities arise.

     Impact of Inflation and Changing Prices.  The Company does not believe
that inflation will have a material adverse effect on the Company.



                                    -4-


ITEM 7.   FINANCIAL STATEMENTS
                                     
                                     
                         NEW RETAIL CONCEPTS, INC
                                     
                                     
                       INDEX TO FINANCIAL STATEMENTS
                                     
                                     
                                     
                                                          Page  
Report of Independent Certified Public Accountants....      6

Financial Statements:
  Balance Sheet as of March 31, 1997..................      7
  Statements of Income for the years ended
    March 31, 1997 and 1996...........................      9
  Statement of Stockholders' Equity for the years
    ended March 31, 1997 and 1996.....................     10
  Statements of Cash Flows for the years ended
    March 31, 1997 and 1996...........................     12
  Notes to the Financial Statements...................     14






































                                    -5-


                      REPORT OF INDEPENDENT CERTIFIED
                            PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
 New Retail Concepts, Inc.


We have audited the accompanying balance sheet of New Retail Concepts, Inc.
as of  March 31,  1997 and  the related statements of income, stockholders'
equity and  cash flows  for each of the two years in the period ended March
31, 1997.   These  financial  statements  are  the  responsibility  of  the
Company's management.  Our responsibility is to express an opinion on these
financial statements  based on  our audits.  We did not audit the financial
statements of  CANDIE'S, Inc.  for the  year ended  January 31,  1997,  the
investment in  which is  reflected in the accompanying financial statements
using the  equity method  of accounting.   These statements were audited by
other auditors  whose report  thereon has  been furnished  to  us  and  our
opinion expressed  herein, insofar  as it  relates to such amounts included
for CANDIE'S, Inc., is based solely upon the report of other auditors.

We conducted  our audits  in accordance  with generally  accepted  auditing
standards.   Those standards  require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material  misstatement.   An audit  includes examining, on a test basis,
evidence  supporting   the  amounts   and  disclosures   in  the  financial
statements.   An audit  also includes  assessing the  accounting principles
used and  significant estimates  made by  management, as well as evaluating
the overall  financial statement  presentation.  We believe that our audits
and the  report of  the other  auditors provide  a reasonable basis for our
opinion.

In our  opinion, based  on our audits and the report of the other auditors,
the financial  statements referred to above present fairly, in all material
respects, the  financial position  of New Retail Concepts, Inc. as of March
31, 1997  and the  results of its operations and its cash flows for each of
the two  years in  the period  ended March  31, 1997,  in  conformity  with
generally accepted accounting principles.





GRANT THORNTON LLP


New York, New York
May 22, 1997










                                     
                                    -6-


<TABLE>
                         New Retail Concepts, Inc.

                               BALANCE SHEET

                              March 31, 1997





<CAPTION>
                                  ASSETS
    <S>                                                <C>
    CURRENT ASSETS                                     
      Cash and cash equivalents                        $   461,034
      Accounts receivable                                  112,026
      Note receivable - NES                                164,532
      Other current assets                                  20,275
                                                       
           Total current assets                            757,867
                                                       
                                                       
                                                       
    FIXED ASSETS - AT COST                             
      Furniture and equipment                              101,657
      Less accumulated depreciation                       (101,657)
                                                       
                                                              -   
                                                       
    INVESTMENT IN CANDIE'S, INC.                         1,597,082
    NOTES RECEIVABLE - NES                                 504,791
                                                       
                                                         2,101,873
                                                       
                                                       
                                                        $2,859,740
                                                       
</TABLE>

















The accompanying notes are an integral part of this statement.



                                    -7-


<TABLE>
                         New Retail Concepts, Inc.

                               BALANCE SHEET

                              March 31, 1997





<CAPTION>
                   LIABILITIES AND STOCKHOLDERS' EQUITY
    <S>                                                <C>
    CURRENT LIABILITIES                                
      Note payable - current                           $   300,000
      Accounts payable - trade                               9,492
      Accrued expenses and other current liabilities       112,615
                                                       
           Total current liabilities                       422,107
                                                       
                                                       
    DEFERRED INCOME TAXES                                  100,000
                                                       
                                                       
    COMMITMENTS AND CONTINGENCIES                      
                                                       
                                                       
    STOCKHOLDERS' EQUITY                               
      Preferred stock - par value $.01; authorized,    
        1,000,000 shares, no shares issued             
      Common stock - par value $.01, authorized,       
        25,000,000 shares; issued 6,323,498 shares          63,235
      Additional paid-in capital                         3,454,534
      Accumulated deficit                                 (836,138)
                                                       
                                                         2,681,631
      Less                                             
        Common stock in treasury at cost;              
         662,354 shares                                    343,998
                                                       
                                                         2,337,633
                                                       
                                                       $ 2,859,740
                                                       
</TABLE>










The accompanying notes are an integral part of this statement.



                                    -8-


<TABLE>
                         New Retail Concepts, Inc.

                           STATEMENTS OF INCOME

                           Year ended March 31,


<CAPTION>
                                                    1997           1996

 <S>                                            <C>            <C>
 License and marketing fees                     $  677,842     $   626,134
                                                               
 Costs and expenses                                            
  Selling, general and administrative              645,166         640,351
  Interest expense                                  16,856          24,974
                                                               
                                                   662,022         665,325
                                                               
      Operating income (loss)                       15,820         (39,191)
                                                               
 Other income                                                  
  Equity in earnings of affiliate                  146,008          86,405
  Sale of licensing rights                                       1,062,324
  Interest income                                   60,849         
  Gain on sale of securities                        40,410         
  Other, net                                        75,795          54,565
                                                               
                                                   323,062       1,203,294
                                                               
      Income before provision for                              
       income taxes                                338,882       1,164,103
                                                               
 Provision for income taxes                          5,102           3,082
                                                               
                                                               
      NET INCOME                                  $333,780      $1,161,021
                                                               
                                                               
 Net income per share of common stock                $.05            $.18
                                                               
 Weighted average number of shares outstanding   6,183,489       6,448,573
                                                               
</TABLE>











The accompanying notes are an integral part of these statements.



                                    -9-


<TABLE>
                                New Retail Concepts, Inc.

                            STATEMENT OF STOCKHOLDERS' EQUITY

                           Years ended March 31, 1997 and 1996


<CAPTION>
                                                    Additional
                                   Common stock       paid-in    Accumulated    Treasury stock
                                 Shares    Amount     capital      deficit    Shares     Amount        Total

<S>                            <C>       <C>        <C>         <C>          <C>       <C>          <C>
Balance at March 31, 1995       7,207,498  72,075    3,683,294   (2,330,939)  383,454   (232,847)    1,191,583

Purchase of treasury stock                                                    957,000   (249,262)     (249,262)
Cancellation of treasury stock   (604,000) (6,040)    (121,560)              (604,000)   127,600
Net income                                                        1,161,021                          1,161,021

Balance at March 31, 1996       6,603,498 $66,035   $3,561,734  $(1,169,918)  736,454   $(354,509)  $2,103,342
                                                                                    
Purchase of treasury stock                                                    205,900    (99,489)      (99,489)
Cancellation of treasury stock   (280,000) (2,800)    (107,200)              (280,000)   110,000
Net income                                                          333,780                            333,780

Balance at March 31, 1997       6,323,498 $63,235   $3,454,534    $(836,138)  662,354   $(343,998)  $2,337,633

</TABLE>



























The accompanying notes are an integral part of this statement.



                                           -10-


<TABLE>
                         New Retail Concepts, Inc.

                         STATEMENTS OF CASH FLOWS

                                 March 31,




<CAPTION>
                                                            1997           1996

 <S>                                                       <C>           <C>
 Cash flows from operating activities
  Net income                                               $ 333,780     $1,161,021
  Adjustments to reconcile net income to net cash
  (used in) provided by operating activities
    Sale of licensing rights                                             (1,062,324)
    Equity in income of affiliate                           (146,008)       (86,405)
    Changes in operating assets and liabilities
      (Increase) decrease                                         
        Accounts receivable                                  (28,133)       185,025
        Other current assets                                  31,795        (52,070)
        Other assets                                           3,000         14,747
      Increase (decrease)                                         
        Accounts payable                                     (75,508)       (34,819)
        Accrued expenses and other current                    27,977       (186,023)
        liabilities
        Income taxes payable                                   5,117         (5,117)
                                                                  
                                                            (181,760)    (1,226,986)
                                                                  
      Net cash provided by (used in) operating activities    152,020        (65,965)
      

 Cash flows from investing activities                             
  Decrease (increase) in loan receivable - officer           107,607        (46,148)
  Payments received on note receivable                       155,280         37,720
  Repayment of loan to CANDIE'S, Inc.                           -           600,000
                                                                  
      Net cash provided by investing activities              262,887        591,572
                                                                  
</TABLE>
















                                   -11-


<TABLE>
                         New Retail Concepts, Inc.

                   STATEMENTS OF CASH FLOWS (continued)

                                 March 31,





<CAPTION>
                                                            1997           1996

 <S>                                                       <C>           <C>
 Cash flows from financing activities                             
  Repayment of debt                                        $             $  (4,241)
  Repayment of note payable                                 (100,000)     (150,000)
  Purchase of treasury stock                                 (99,489)     (249,262)
                                                                  
    Net cash used in financing activities                   (199,489)     (403,503)
                                                                  
    NET INCREASE IN CASH AND                                      
      CASH EQUIVALENTS                                       215,418       122,104
                                                                  
 Cash and cash equivalents at beginning of year              245,616       123,512
                                                                  
 Cash and cash equivalents at end of year                  $ 461,034     $ 245,616
                                                                  
                                                                  
 Supplemental disclosures of cash flow information:
  Cash paid during the year for                                   
   Interest                                                $    -        $   9,371
   Income taxes                                                2,220         4,102
                                                                  
                                                                  
</TABLE>

During fiscal  1996, the  Company offset  an amount  due to NES of $200,000
 with an amount due from NES of $200,000 (reference is made to Note C).
















The accompanying notes are an integral part of these statements.



                                   -12-


                          New Retail Concepts, Inc.

                        NOTES TO FINANCIAL STATEMENTS

                           March 31, 1997 and 1996



NOTE A - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

  New Retail Concepts, Inc. ("NRC") (the "Company") is engaged in managing its
  existing corporate  assets and  seeking  other  business  opportunities  for
  acquisition or  merger.   License and  marketing fees  relate to two license
  agreements calling  for the  payment of  royalties to the Company for use of
  the No Excuses trademark.
  
  The Company has no full-time employees and three part-time employees who are
  the Chairman  of the Board and President, the Chief Financial Officer of the
  Company, and a marketing director, respectively (Note E).
  
  A summary of the significant accounting policies consistently applied in the
  preparation of the accompanying financial statements follows:
  
  1. Fixed Assets
     
     Furniture and equipment are recorded at cost.  Depreciation for furniture
     and equipment  is provided by the straight-line method over the estimated
     useful lives of the assets.
     
  2. Use of Estimates
     
     In preparing  financial statements  in conformity with generally accepted
     accounting principles,  management is  required  to  make  estimates  and
     assumptions that  affect the  reported amounts  of assets and liabilities
     and disclosure  of contingent  assets and  liabilities at the date of the
     financial statements,  as well  as the  reported amounts  of revenues and
     expenses during  the reporting  period.  Actual results could differ from
     those estimates.
     
  3. Revenue Recognition
     
     The Company recognizes revenue over the terms of its licensing
     agreements.
     
  4. Earnings Per Share
     
     Earnings per  share is  based on  the weighted  average number  of shares
     outstanding during  the period adjusted for the dilutive effect of common
     stock equivalents when applicable.
     
     In  February  1997,  the  Financial  Accounting  Standards  Board  issued
     Statement of  Financial Accounting  Standards No.  128 ("SFAS  No. 128"),
     







                                     -13-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE A (continued)

     "Earnings Per  Share," which  is effective  for financial  statements for
     both interim  and annua1  periods ending  after December 15, 1997.  Early
     adoption of  the new  standard  is  not  permitted.    The  new  standard
     eliminates primary  and fully  diluted earnings  per share  and  requires
     presentation of  basic and  diluted  earnings  per  share  together  with
     disclosure of  how the  per share  amounts were computed.  Basic earnings
     per share  exclude dilution and are computed by dividing income available
     to common  shareholders by the weighted average common shares outstanding
     for the  period.  Diluted earnings per share reflect the weighted-average
     common  shares   outstanding  plus   the  potential  dilutive  effect  of
     securities or  contracts which  are convertible to common shares, such as
     options, warrant,  and convertible preferred stock.  The Company does not
     expect the  basic or  diluted earnings  per share measured under SFAS No.
     128 to be materially different than its primary or fully diluted earnings
     per share measured under APB No 15.

  5. Cash and Cash Equivalents
     
     For purposes  of the  statement of  cash flows, the Company considers all
     highly liquid  debt instruments  purchased with  an original  maturity of
     three months or less to be cash equivalents.
     
  6. Reclassifications
     
     Certain amounts  in the  1996 financial statements have been reclassified
     to conform with the 1997 presentation.
     
  7. Fair Value of Financial Instruments and Concentrations
     
     The carrying  amounts of  cash and cash equivalents, accounts receivable,
     accounts  payable   -  trade  and  accrued  expenses  and  other  current
     liabilities approximate  fair value,  principally because  of  the  short
     maturity of these items.
     
     The carrying  amount of  note receivable - NES approximates fair value as
     this note was discounted to its net present value.  Although NES has made
     all scheduled  payments on  the note,  it is reasonably possible that the
     Company may  incur a  loss on  the NES  note in the future.  The carrying
     amount of  notes payable approximates fair value due to the interest rate
     on the borrowings.
     
     Financial instruments that are exposed to concentration of risk primarily
     consist of  the note  receivable -  NES and  the Company's  investment in
     CANDIES.






                                     -14-


                           New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE B - INVESTMENT IN CANDIE'S, INC.

  At March  31, 1997,  the Company  owns 1,227,696 shares of restricted common
  stock of CANDIE'S, Inc. ("CANDIE'S"), a publicly-traded corporation, carried
  at $1,597,082,  which is  recorded  on  the  equity  method  of  accounting.
  Included in  the carrying  amount is approximately $617,000 of goodwill (net
  of amortization) which is being amortized over ten years.  The quoted market
  value  of  1,227,696  shares  of  CANDIE'S  unrestricted  common  stock  was
  $6,905,790 at March 31, 1997.
  
  In addition,  the Company  holds warrants  to  purchase  700,000  additional
  shares of  such common stock at an initial price of $1.2375 per share and an
  option to purchase 100,000 additional shares at $1.15 per share.  The option
  is exercisable  at any  time, in  whole or in part, through October 6, 1999.
  The warrants  were issued  in conjunction with a loan agreement, pursuant to
  which the  Company loaned  CANDIE'S $600,000 and extended a $200,000 line of
  credit.   During fiscal 1996, the $600,000 loan was repaid in full, together
  with approximately  $33,500 in  interest, and  the $200,000  line of  credit
  expired.
  
  On March  3, 1993,  the Company  transferred various  trademarks,  including
  CANDIE'S(R), and its right, title and interest in certain identified license
  agreements  with   respect  to   the  trademarks   to  CANDIE'S,  Inc.    In
  consideration for  the transfer,  CANDIE'S issued the Company 900,000 shares
  of restricted  common stock.   The  Company valued  the restricted  stock at
  $2,250,000, based on a valuation prepared by an investment banker, while the
  issuer valued  the restricted  stock at  $1,080,000, based  on  a  valuation
  prepared by  a different  investment banker.   If the Company had valued the
  restricted common  stock using  the amount  assigned to  the shares  by  the
  issuer, the  valuation would  have been reduced by $1,170,000, the Company's
  net income  for the  years ended  March 31,  1997 and  1996 would  have been
  increased by  $117,000 per  year and the net assets and stockholders' equity
  as of  March 31,  1997 and  1996 would  have been  reduced by  approximately
  $1,003,000 and $926,000, respectively.
  
  The Company  and CANDIE'S have entered into a Services Allocation Agreement,
  pursuant to which CANDIE'S provides NRC with financial, marketing, sales and
  other business  services for  which NRC  is charged  an allocated portion of
  CANDIE'S  expenses,  including  employees'  salaries  associated  with  such
  services.  The service allocation was $50,000 and $55,968 in fiscal 1997 and
  1996, respectively.

  The Chairman  of the  Board  and  President  of  the  Company  is  also  the
  President,  Chief  Executive  Officer  and  a  director  of  CANDIE'S.    An
  agreement, as  amended on  January 30,  1995, was  entered  into  among  the
  Company  and   CANDIE'S,  and  the  Chairman  of  the  Board  and  President
  





                                     -15-


                           New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE B (continued)
  
  of the Company, pursuant to which CANDIE'S will not, directly or indirectly,
  other than  pursuant to  the terms  of the  Services  Allocation  Agreement,
  conduct any  business or  enter into  any transaction  or series  of related
  transactions, with  or for  the benefit  of the Company or any subsidiary of
  it, having  a total  value per transaction or series of related transactions
  in excess of $50,000, other than in the ordinary course of business, without
  the approval  of either  a majority of the disinterested members of CANDIE'S
  Board of  Directors or  a majority  of the CANDIE'S stockholders who are not
  affiliates of CANDIE'S.
  
  The following is a condensed balance sheet of CANDIE'S, Inc. and a condensed
  statement of operations for the years ended January 31, 1997 and 1996:
  <TABLE>
  <CAPTION>
                                                January 31,

                                            1997           1996

    <S>                                 <C>            <C>
    Current assets                      $  9,039,203   $  5,968,663
    CANDIE'S trademark                     4,548,650      4,831,466
    Other noncurrent assets                1,121,492        945,684

                                        $ 14,709,345   $ 11,745,813

    Total liabilities                   $  6,101,434   $  6,159,459

    Total stockholders' equity          $  8,607,911   $  5,586,354

    Revenues                            $ 45,005,416   $ 37,914,127
    Costs and expenses                   (43,860,101)   (36,860,171)

    Net Income                          $  1,145,315   $  1,053,956
  </TABLE>

NOTE C - NO EXCUSES TRADEMARK

  On January  7, 1993,  the Company  sold its No Excuses trademark and certain
  identified license agreements with respect to the trademark ("Assets") to No
  Excuses Sportswear,  Ltd. ("Buyer"  or "NES").   As additional consideration
  for the  sale of  the Assets,  the Buyer had agreed to pay the Company fifty
  percent of  all "Net  Shared Income" in perpetuity.  Net Shared Income means
  all income  received by  Buyer or its affiliates in connection with "Covered
  Uses" of  the trademark,  as defined.   On November 3, 1995, the Company and
  NES   settled    certain   disputes    relating   to    the   aforementioned
  




                                     -16-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE C (continued)

  agreements  via   a  settlement   agreement  (the  "Settlement  Agreement"),
  resulting in  a gain of $1,062,324.  Under the Settlement Agreement, (i) the
  Company sold  to NES  for $200,000  down plus  $1,000,000 payable  over five
  years ($862,000,  net of  imputed interest)  the Company's right to share in
  future royalty income received by NES, (ii) the Company paid NES $200,000 in
  settlement of  all amounts  due with  respect to  royalties received for the
  1994 calendar  year under  the Company's  license agreements  and (iii)  the
  rights under  the Company's  existing license  agreements  with  respect  to
  periods after January 1, 1995 were revised to provide for (A) the payment by
  the Company  of 20%  of royalties  under the  license agreement with WalMart
  with respect  to sales  after July  31, 1997  if the  license agreement then
  expiring is  renewed by WalMart and (B) the payment by the Company of 20% of
  royalties under the license agreement with Mamiye for the period ending July
  31, 1997  and the  assignment of  such license agreement to NES on August 1,
  1997.   The Settlement Agreement also provides the Company with an option to
  acquire a  license to use the Trademark with respect to footwear products if
  WalMart does not renew its license agreement with the Company.
  

NOTE D - NOTE PAYABLE

  Note payable represents amounts due the estate of Charles Cole, the deceased
  father of  the Company's  Chairman of the Board and President.  At March 31,
  1997, the  outstanding balance  on this  note was  $300,000 and  is  due  on
  demand.


NOTE E - COMMITMENTS AND CONTINGENCIES

  1. Litigation
     
     On April  26, 1994,  a First  Amended Complaint  was filed  in the United
     States District  Court for  the Central  District of  California  in  Los
     Angeles, California,  by Eric  Y.  Knipe  ("Knipe"),  against  Washington
     Square Capital,  Jack Hart, New Retail Concepts, Inc., and Neil Cole (the
     Company's President),  claiming that the defendants engaged in activities
     in violation  of the  Racketeer Influenced  and Corrupt Organizations Act
     ("RICO"), and  related claims  of breach of contract, bad faith denial of
     contract, fraud,  conversion and  conspiracy.   The Company is named as a
     defendant only  in the RICO, conversion, and conspiracy causes of action,
     with respect to the Company's activities as a buyer of jeans manufactured
     at  Ready  Industries  of  Puerto  Rico,  Inc.,  of  which  Knipe  was  a
     







                                     -17-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE E - (continued)

     stockholder.    Knipe  is  seeking  compensatory  damages  in  excess  of
     $3,000,000, punitive  damages, trebling  of all damages, attorney's fees,
     and injunctive  relief.   On January  16, 1996,  the Court  dismissed the
     action against all defendants for failure to state a cause of action with
     respect to the RICO claims and for failure of diversity jurisdiction with
     respect to  all other  claims.   The plaintiff  filed an  appeal  to  the
     Court's dismissal,  which is  still pending,  and, on  February 16, 1996,
     initiated a  similar action  in  the  Superior  Court  of  the  State  of
     California on  behalf of  himself and  his wholly-owned  corporation, EYK
     International.  A demurrer addressing most of the causes of action in the
     state court  action was  granted in part and denied in part.  Motions for
     summary adjudication  of the issues have been filed affecting all parties
     and a  hearing to  argue the  motions is scheduled for July 8, 1997.  The
     Company  intends   to  contest   the  above-mentioned  litigation  matter
     vigorously and  management is  of the  opinion that  the outcome will not
     have a material effect on the financial condition of the Company.
     
  2. Employment Contracts
     
     The Company and its President are currently negotiating the renewal of an
     employment agreement  that expired  on December  31, 1996.  The agreement
     provided for  the President of the Company to spend up to 49% of his time
     in furtherance  of his  duties to  the Company  at an  annual  salary  of
     $150,000.   In addition,  the agreement  provided the  President with  an
     annual incentive bonus equal to 5% of the annual pretax net income of the
     Company up to $2,000,000 and up to 7-1/2% of the annual pretax net income
     of the  Company, if  any, in  excess of $2,000,000.  The annual incentive
     bonus for  the 1996  and 1997  fiscal  years  was  $59,129  and  $18,385,
     respectively.  The Board of Directors additionally authorized a bonus for
     the 1996  and 1997  fiscal years  of $125,000  paid and to be paid to the
     President in  monthly installments  of $10,417  throughout calendar 1997.
     Such amounts  were accrued in the accompanying financial statements as of
     March 31,  1997.   In July  1995, the  Board  of  Directors  granted  the
     President a  five-year option  to acquire 400,000 shares of the Company's
     common stock at an exercise price of $.35 per share.
     
     On November 15, 1994, the Company and its Chief Financial Officer entered
     into a  two-year employment  agreement.   The agreement  states that  the
     Chief Financial  Officer shall devote on less than a full-time basis, his
     attention and  ability to  his duties  as Chief  Financial Officer.   The
     agreement provides  for an annual salary of $30,000 for the first year of
     the agreement  and $40,000  for the  second year  of the  agreement.   In
     addition, the  agreement provides  the Chief  Financial Officer  a  bonus
     equal to  1% of  the Company's pretax earnings, and a five-year option to
     





                                     -18-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)

                           March 31, 1997 and 1996



NOTE E - (continued)

     acquire 135,000 shares of the Company's common stock at an exercise price
     of $.10 per share.  The option was granted pursuant to an incentive stock
     option plan  then in  effect.  In November 1996, the Company extended the
     employment agreement  for two  additional years  at an  annual salary  of
     $40,000.
     
  3. Related Party Transactions
     
     In July  1994, the Company loaned its Chairman of the Board and President
     $150,000, which  was used  to replace  cash collateral  advanced  by  the
     Chairman to a senior lender of CANDIE'S.  The loan was repaid in February
     1996 together  with interest  of $3,000.   During  fiscal years  1996 and
     1997, the  Company extended  various loans to its Chairman which amounted
     to $10,102 at March 31, 1997.
     
     
NOTE F - INCOME TAXES

  Significant components of the Company's deferred taxes at March 31, are as
  follows:
  <TABLE>
  <CAPTION>
                                               1997            1996
   <S>                                     <C>            <C>
   Deferred tax assets                                    
     Net operating loss carryforward       $6,789,000     $6,847,000
     Legal and litigation accruals               -              -   
     Bonus accrual                             11,000         84,000
     Alternative minimum tax                   39,000         39,000
     Other                                       -             1,000

                                            6,839,000      6,971,000


   Deferred tax liabilities
     Loss in equity of affiliate           $  445,000     $  390,000
     Installment income                       254,000        313,000

                                            6,140,000      6,268,000

   Less valuation allowance                 6,240,000      6,368,000

        Net deferred tax liability         $ (100,000)    $ (100,000)

  </TABLE>





                                     -19-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)
                                       
                           March 31, 1997 and 1995



NOTE F (continued)

  SFAS No.  109 requires a valuation allowance against deferred tax assets, if
  based on  the weight  of available evidence, it is more likely than not that
  some or  all of  the deferred tax assets may not be realized.  The valuation
  allowance at  March 31,  1997 and  March  31,  1996  primarily  pertains  to
  uncertainties with  respect to  future utilization  of  net  operating  loss
  carryforwards.
  
  The provision (benefit) for income taxes is comprised of the following:
  <TABLE>
  <CAPTION>
                                              1997           1996
     <S>                                     <C>            <C>
     Current
      Federal                                $3,860         
      State and local                         1,242         $3,082

                                             $5,102         $3,082

  </TABLE>
  
  The following  is a  reconciliation of the normal expected statutory Federal
  income tax rate to the effective rate reported in the financial statements:
<TABLE>
<CAPTION>
                                             1997                  1996
                                                 Percent                Percent
                                                   of                     of
                                       Amount    income      Amount     income
<S>                                  <C>         <C>       <C>         <C>
 Statutory Federal income tax rate   $ 115,220    34.0%     $ 395,795   34.0%
 State and city taxes - net of
  Federal tax benefit                    1,242     0.4          3,082    0.3
 Utilization of net operating loss                                     
  carryforwards                       (115,220)  (34.0)      (395,795) (34.0)
 Other                                   3,860     1.1           -       -   

 Actual provision for income taxes   $   5,102     1.5%     $   3,082    0.3%

</TABLE>
  
  The Tax  Reform Act  of 1986  enacted a  complex set  of rules  limiting the
  utilization of  net operating  loss carryforwards  to offset  future taxable
  income following  a corporate  "ownership change."  The Company's ability to
  utilize its  net operating  loss carryforwards  may be  limited because of a
  change in ownership in excess of 50 percentage points.





                                     -20-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)
                                       
                           March 31, 1997 and 1995



NOTE G - STOCK OPTION PLAN AND STOCKHOLDERS' EQUITY

  On January 13, 1995 and June 25, 1995, as compensation for services rendered
  as directors  of the  Company, the  Company granted  to each  of  the  three
  directors of  the Company five-year options to acquire 25,000 (or a total of
  75,000 and 75,000, respectively) shares of common stock of the Company at an
  exercise price  of $.20  and $.22 per share, respectively.  On May 18, 1995,
  as compensation  for services rendered as a consultant to the Company, five-
  year options  to acquire 100,000 shares of common stock of the Company at an
  exercise price  of $.15  per share were granted.  See Note E-2 as to options
  granted to the President and Chief Financial Officer of the Company.
  
  In October  1995, the  Financial Accounting  Standards Board ("FASB") issued
  Statement of  Financial Accounting  Standards  No.  123  ("SFAS  No.  123"),
  "Accounting for  Stock-Based Compensation."   SFAS  No. 123 is effective for
  fiscal years beginning after December 31, 1995 and prescribes accounting and
  reporting  standards  for  all  stock-based  compensation  plans,  including
  employee stock  options, restricted stock, employee stock purchase plans and
  stock appreciation rights.
  
  SFAS No.  123 requires  compensation expense to be recorded (i) using a fair
  value  method   or  (ii)  using  existing  accounting  rules  prescribed  by
  Accounting Principles  Board Opinion  No. 25 ("APB No. 25"), "Accounting for
  Stock Issued  to Employees,"  and  related  interpretation  with  pro  forma
  disclosure of what net income and earnings per share would have been had the
  Company adopted  a fair  value method.   The  Company intends to continue to
  account for  its stock-based  compensation  plans  in  accordance  with  the
  provisions of APB No. 25.
  
  The Company  has elected  to follow APB No. 25, "Accounting for Stock Issued
  to Employees,"  and related  Interpretation in  accounting for  its employee
  stock options  because, as  discussed  below,  the  alternative  fair  value
  accounting provided  for under  SFAS No.  123, "Accounting  for  Stock-Based
  Compensation," requires  use  of  option  valuation  models  that  were  not
  developed for  use in  valuing employee  stock options.   Under  APB No. 25,
  because the  exercise price  of the  Company's employee stock options equals
  the market  price  of  the  underlying  stock  on  the  date  of  grant,  no
  compensation expense  is recognized.   Effects  of applying SFAS No. 123 for
  providing pro  forma disclosures  are not  likely to b representative of the
  effects on  reported net  income for  future years  (e.g.,  the  first  year
  reflects expense for only one year's vesting, while the second year reflects
  the expense for two years' vesting).
  
  Pro forma  information regarding  net  income  and  earnings  per  share  is
  required by  SFAS No.  123, and  has been  determined as  if the Company had
  






                                     -21-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)
                                       
                           March 31, 1997 and 1995



NOTE G (continued)

  accounted for  its employee  stock options  (including  options  granted  to
  directors and the President (see Note E) under the fair value method of that
  Statement.   The fair  value for options granted during the year ended March
  31, 1996  was estimated  at the date of grant using the Black-Scholes option
  pricing model with the following weighted-average assumptions:

     Expected volatility      32%
     Expected life (term)     3 years
     Risk-free interest rate  6%
     
  The Black-Scholes option valuation model was developed for use in estimating
  the fair  value of traded options which have no vesting restrictions and are
  fully transferable.   In addition, option valuation models require the input
  of  highly   subjective  assumptions  including  the  expected  stock  price
  volatility.     Because  the   Company's   employee   stock   options   have
  characteristics significantly  different from  those of  traded options, and
  because changes  in the  subjective input  assumptions can materially affect
  the fair value estimate, in management's opinion, the existing models do not
  necessarily provide  a reliable  single measure  of the  fair value  of  its
  employee stock options.
  
  The weighted-average fair value of all options granted (at their grant date)
  during the  years ended  March  31,  1997  and  1996  was  $0  and  $45,000,
  respectively.  If the Company accounted for its employee stock options under
  the fair  value method of the Statement, net income and net income per share
  would  have   been  lower  by  approximately  $45,000  or  $.01  per  share,
  respectively, for the year ended March 31, 1996.  There was no effect on net
  income for the year ended March 31, 1997.
  
  A summary  of the  Company's stock option activity for the years ended March
  31, 1997 and 1996 follows:

                                              Weighted-
                                               average
                                               exercise
                                   Shares       price

    Outstanding, March 31, 1995   210,000       $.14
     Granted                      575,000        .30
     Canceled                        -        

    Outstanding, March 31, 1996   785,000        .26
     Granted                         -   
     Canceled                        -   

    Outstanding, March 31, 1997   785,000        .26




                                     -22-


                          New Retail Concepts, Inc.

                  NOTES TO FINANCIAL STATEMENTS (continued)
                                       
                           March 31, 1997 and 1995



NOTE G (continued)

  All options outstanding and exercisable at March 31, 1997 were as follows:
  <TABLE>
  <CAPTION>
                   Options outstanding                      Options exercisable
                              Weighted- 
                               average     Weighted-                   Weighted-
    Range of                  remaining     average                    average
    exercise      Number     contractual   exercise         Number     exercise
     prices     outstanding     life         price        exercisable   price
   <S>          <C>          <C>            <C>             <C>         <C>
   $.10-15      235,000       5.7 years     $.12            235,000     $.12
   .20-.22      150,000       3.0 years      .21            150,000      .21
   .35          400,000       3.2 years      .35            400,000      .35
                                                                                                                    
                785,000       3.9 years    .25          785,000     .25
  </TABLE>
  
NOTE H - MAJOR CUSTOMERS

  The Company  derived a significant portion of its license and marketing fees
  from two  major customers in 1997 and three customers in 1996.  Net revenues
  attributable to  each such  customer amounted  to 80% and 20%, respectively,
  for the  year ended  March 31,  1997 and 60%, 24% and 16%, respectively, for
  the year ended March 31, 1996.
  

NOTE I - OTHER INCOME

  Included in  other income  for the year ended March 31, 1997 is the reversal
  of a  prior year's overaccrual of $75,000, which was recorded by the Company
  in the fourth quarter.



















                                     -23-


ITEM 8.   CHANGES IN  AND DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     Not applicable.


                                 PART III

ITEM 9.   DIRECTORS, EXECUTIVE  OFFICERS, PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Information regarding  the directors  and executive  officers  of  the
Company is  set forth  below.  Each director is serving until his successor
is duly elected and qualified or until his earlier resignation or removal.

Name              Age    Position                                

Neil Cole          40    Chairman  of  the  Board  of  Directors,
                         President,  Chief   Executive   Officer,
                         Chief Operating Officer and Treasurer

Gary Klein         42    Principal Financial Officer

Barry Emanuel      55    Director

Steven Mendelow    54    Director

    Neil Cole  has been  Chairman of  the Board, President, Chief Executive
Officer, Chief  Operating Officer  and Treasurer since the inception of the
Company in  1986.   Mr. Cole  also serves  as  President,  Chief  Executive
Officer and  a director  of Candie's, a publicly traded company, and served
as President  of El Greco from June 1991 until its merger with and into the
Company in  1993.  Mr. Cole received his B.A. degree from the University of
Florida and a J.D. degree from the Hofstra University School of Law.

     Gary Klein was Chief Financial Officer of the Company from May 1989 to
May 1990 and was reappointed Chief Financial Officer in November 1994.  Mr.
Klein was  Vice President  of Finance for the Company from May 1990 through
November 1994.  Mr. Klein is also the Vice President of Finance of Candie's
and has  served as  Vice President of Finance or Chief Financial Officer of
Candie's since  1992.   Mr. Klein  received his  B.B.A. degree  from George
Washington University and he is a certified public accountant.

     Barry Emanuel  has been a Director of the Company since April 1, 1992.
Mr. Emanuel  also serves  as a  director of  Candie's,  a  publicly  traded
company.   For more  than the  past five  years, Mr.  Emanuel has served as
President of  Copen Associates, a textile manufacturer located in New York,
New York.   Mr.  Emanuel received  his B.A.  degree from  the University of
Rhode Island.

     Steven Mendelow  has been  a Director  of the  Company since  April 1,
1992.  For more than the past five years, Mr. Mendelow has been a principal
with the  accounting firm of Konigsberg Wolf & Co. located in New York, New
York.   In 1994,  Mr. Mendelow reached a settlement with the Securities and
Exchange Commission  pursuant to which he, without admitting or denying the
allegations, agreed  to  be  enjoined  from  violating  Section  7  of  the
Investment Company  Act of 1940 and Section 5 of the Securities Act of 1933
and to  pay a  fine of $50,000.  Mr. Mendelow received his B.S. degree from
Bucknell University.

                                   -24-


ITEM 10.  EXECUTIVE COMPENSATION

     The following  table sets  forth information  regarding the  aggregate
compensation paid by the Company for the three fiscal years ended March 31,
1997 to the Company's Chief Executive Officer, the Company's only executive
officer whose  total compensation  exceeded $100,000 during the last fiscal
year:

<TABLE>
                        SUMMARY COMPENSATION TABLE
<CAPTION>
 Name and                   Fiscal      Annual Compensation(1)        Stock Option
 Principal Position          Year       Salary          Bonus         Grants (2)

 <S>                         <C>       <C>            <C>            <C>
 Neil Cole                   1997      $150,000       $143,385              -
  Chief Executive            1996       150,000        184,129       425,000 shares
  Officer                    1995       125,502        125,000        25,000 shares
</TABLE>
_______________
(1)The aggregate  amounts of  all perquisites  and other personal benefits,
   securities and  property not  included in the summary compensation table
   or described  below do  not exceed  the lesser  of $50,000 or 10% of the
   annual compensation.

(2)During the  1996 fiscal year, Mr. Cole was granted an option to purchase
   400,000 shares of common stock as an inducement to enter into a two-year
   extension to his employment agreement with the Company.  During the 1995
   and 1996  fiscal years, each of the three directors, including Mr. Cole,
   was granted an option to purchase 25,000 shares of common stock.


     During the  fiscal year  ended March  31, 1997,  there were  no  stock
option grants to the executive officer named above.

     The following  table sets  forth information  as  to  the  unexercised
options held by the executive officer named above as of March 31, 1997:

          AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

                                                  Number of         Value of
                                                    Shares        Unexercised
                   Shares                         Underlying        In-the-
                 Acquired on         Value        Unexercised        Money
 Name             Exercise          Received        Options        Options(1)
 Neil Cole            -                 -           450,000         $355,750
_____________

(1)Based on  $1.125 per  share, an  average of  the closing  bid and  asked
   prices on  March 31,  1997 reported  by the  OTC Bulletin  Board of  The
   Nasdaq Stock Market, Inc.


Compensation of Directors

     Directors receive  no cash compensation in their capacity as directors
and received no other compensation during the 1997 fiscal year.



                                   -25-


Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Based solely  on a review of the reports and representations furnished
to the  Company during the last fiscal year, the Company believes that each
of the persons required to file reports under Section 16(a) of the Exchange
Act is in compliance with all applicable filing requirements.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following  table sets  forth certain  information, as  of June 20,
1997, except  as noted,  regarding the  beneficial ownership  of the common
stock by (i) each person or group known to the Company to be the beneficial
owner of  more than  5% of the outstanding common stock, (ii) each director
of the  Company, (iii)  each executive  officer of the Company and (iv) all
directors and  executive officers  of the  Company as  a group.   Except as
otherwise specified,  the  named  beneficial  owner  has  sole  voting  and
investment power over the shares listed.

                                    Amount and Nature
Name and Address                      of Beneficial        Percent of
of Beneficial Owner (1)               Ownership (2)         Class (3)

Neil Cole.........................    2,315,714 (4)          38.1%

Steven Mendelow...................      313,000 (5)           5.5%

Barry Emanuel.....................      175,000               3.1%

Gary Klein........................      200,000               3.5%

All directors and executive officers
 as a group.......................    3,003,714 (4)(5)       47.6%
_______________________________

(1)The  address   of  each  beneficial  owner  is  c/o  the  Company,  2975
   Westchester Avenue, Purchase, New York 10577.

(2)The number  of shares  set forth includes the following number of shares
   with respect  to which each individual has the right, exercisable within
   60 days,  to acquire  beneficial  ownership  upon  exercise  of  options
   granted by the Company:
                                               Number of Shares
       Mr. Cole................................    450,000
       Mr. Mendelow............................     50,000
       Mr. Emanuel.............................     50,000
       Mr. Klein...............................    135,000
       All directors and executive officers
         as a group............................    685,000

(3)Based on 5,623,139 shares of common stock outstanding on June 20, 1997.

(4)Includes  156,000   shares  owned  by  The  Sweet  Foundation,  Inc.,  a
   charitable foundation controlled by Mr. Cole.

(5)Includes 63,000  shares  owned  by  Westlake  Foundation,  a  charitable
   foundation, with  respect to which shares Mr. Mendelow shares voting and
   dispositive power, and 150,000 shares owned by C&P Associates, a limited
   partnership controlled by Mr. Mendelow.

                                   -26-


ITEM 12.  CERTAIN RELATIONS AND RELATED TRANSACTIONS.

     Neil Cole,  the President, Chief Executive Officer and Chairman of the
Board, a  director and  the beneficial  owner of  2,315,714 shares  of  the
common stock  of the  Company,  is  also  the  President,  Chief  Executive
Officer, a  director and  the beneficial owner of 30.3% of the common stock
of Candie's.

     The  Company  and  Candie's  have  in  effect  a  Services  Allocation
Agreement pursuant  to which  Candie's provides  the Company  with  certain
business services and the Company pays Candie's an allocable portion of the
expenses, including  employees' salaries,  associated with  such  services.
Pursuant to such agreement, the Company paid Candie's approximately $50,000
and $56,000,  respectively, for  the two  fiscal years ended March 31, 1997
and 1996.   The  Company and  Candie's also  have in  effect an Amended and
Restated Affiliated  Transactions Agreement  pursuant to  which  they  have
agreed that  they will  not enter  into certain  transactions  without  the
approval of  either a majority of the disinterested members of the Board of
Directors of Candie's or a majority of the stockholders of Candie's who are
not affiliates of the Company.

     During the  1996 and  1997 fiscal  years, the Company extended various
loans to  Mr. Cole.  The principal amount of all outstanding loans at March
31, 1997 was $10,102.

     The Company  is in  default on a promissory note payable to the estate
of Charles Cole, the deceased father of Neil Cole.  As of May 31, 1997, the
outstanding principal amount of such note was $300,000.

     On February  1, 1995,  the Company  entered into a Securities Purchase
Agreement with  Candie's pursuant  to which  the Company loaned Candie's an
aggregate of  $600,000, extended  Candie's a  $200,000 line  of credit  and
received in  partial consideration  therefor a  warrant to purchase 700,000
shares of  the common  stock of Candie's for $1.2375 per share.  During the
1996 fiscal  year, the  $600,000 loan  was repaid  in full,  together  with
approximately $33,500  in interest, and the $200,000 line of credit expired
in accordance with its terms.

     On September  15, 1994,  the  Company  executed  a  limited  corporate
guaranty of  certain rent  payments of  Candie's in the amount of $150,000.
Such guaranteed  amount was  reduced each month to the extent that Candie's
made rent payments and was zero at March 31, 1996.



                                  PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a)  Exhibits:

          The exhibits  listed in  the accompanying Exhibit Index are filed
          as part of this report.

     (b)  Reports on Form 8-K:

          During the  three months ended March 31, 1997, no reports on Form
          8-K were filed by the Company.


                                   -27-


                                SIGNATURES

     Pursuant to  the requirements of Section 13 or 15(d) 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.

                               NEW RETAIL CONCEPTS, INC.


                               by /s/ Neil Cole        
                              Neil Cole, President
Dated:  June 25, 1997



     Pursuant to  the requirements  of the Securities Exchange Act of 1934,
this report had been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dated indicated.


/s/ Neil Cole          Chairman of the Board of Directors,  June 25, 1997
     Neil Cole         President and Treasurer (Principal
                       Executive and Accounting Officer)


/s/ Gary Klein         Principal Financial Officer          June 25, 1997
     Gary Klein


/s/ Steve Mendelow     Director                             June 25, 1997
   Steve Mendelow


/s/ Barry Emanuel      Director                             June 25, 1997
   Barry Emanuel

























                                   -28-


                        INDEX TO EXHIBITS

Exhibit
 Number                 Description                              
   3.1      Certificate of Incorporation of the Company (1)
   3.2      Certificate  of   Amendment  to  the  Certificate  of
            Incorporation of the Company (2)
   3.3      By-Laws of the Company (1)
  10.1      Services Allocation  Agreement dated  as of  March 3,
            1993 between the Company and Candie's, Inc. (3)
  10.2      Agreement dated  as of  April 1,  1992,  between  the
            Company and Wal-Mart Stores, Inc. (4)
  10.3      Registration Rights Agreement between the Company and
            Candie's, Inc., dated as of May 16, 1994 (5)
  10.4      Amended and Restated Affiliate Transactions Agreement
            between the  Company and Candie's, Inc. dated January
            30, 1995 (6)
  10.5      Securities Purchase Agreement between the Company and
            Candie's, Inc. dated February 1, 1995 (6)
  10.6      Employment Agreement  between the  Company  and  Gary
            Klein dated November 15, 1994 (5)
  10.7      Option Certificate  issued by Candie's, Inc. in favor
            of the Company dated as of October 6, 1994 (5)
  10.8      Settlement Agreement  dated as  of November  3,  1995
            between the  Company and  No Excuses Sportswear, Ltd.
            (7)
  10.9*     License Agreement  dated as  of April 1, 1997 between
            the Company and Montgomery Ward & Co., Incorporated
  11.*      Computation of Earnings (Loss) Per Share
  27.*      Financial Data Schedule.
_________________
*Filed herewith
(1)Incorporated  by   reference  to  the  Company's  Registration
   Statement on  Form S-18  (File No.  33-7373-NY) filed with the
   Securities and Exchange Commission on September 18, 1986
(2)Incorporated by  reference to  the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31, 1990
(3)Incorporated by  reference to  the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31, 1993
(4)Incorporated by  reference to  the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31, 1992
(5)Incorporated by  reference to  the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31, 1995
(6)Incorporated by  reference to  the Company's Current Report of
   the Company on Form 8-K dated January 30, 1995
(7)Incorporated by  reference to  the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31, 1996













                                   -29-


                                                       Exhibit 10.9

      LICENSE AGREEMENT BETWEEN NEW RETAIL CONCEPTS, INC. AND
                MONTGOMERY WARD & CO., INCORPORATED


     This Agreement is made as of the 1st day of April, 1997,
between New Retail Concepts, Inc. (hereinafter called "Licensor")
and Montgomery Ward & Co., Incorporated (hereinafter called
"Licensee").

     WHEREAS, Licensor has certain rights to the registered
trademark known as CRAYONS (hereinafter referred to as the
"Licensed Mark").

     WHEREAS, Licensee recognizes that the Licensed Mark has
acquired notoriety and goodwill with the general public by virtue
of its use in connection with the manufacture, advertisement,
distribution and sales of footwear.

     NOW, THEREFORE,  in consideration of the mutual promises
herein, it is mutually agreed as follows:

1. GRANT OF LICENSE.

     A.   Grant:

          i)   Licensor hereby grants to Licensee, and Licensee
hereby accepts, the right, license and privilege to use the
Licensed mark on a non-exclusive basis in connection with, and only
with, the use, design, manufacture, advertisement and sales of
footwear products (hereinafter called "Products" and Products
bearing the Licensed Mark hereinafter will be called "Articles")
within the territory specified below in paragraph 2 of this
Agreement (hereinafter called the "Territory"). It is understood
and agreed that while the manufacture of the Articles may take
place outside the Territory, no Articles may be advertised or sold
outside the Territory.

          ii)  Nothing contained in this Agreement shall prevent
Licensor from using or granting others the right or license to use
the Licensed Mark in connection with the Products in the Territory
or outside it.
     
     B.   Term:

          i)   The term of this Agreement shall commence on April
1, 1997 and shall expire on March 31, 2000, unless sooner
terminated as provided under this agreement or renewed as
hereinafter provided.









                                 1




          ii)  Licensee shall have the option to extend the term of
this Agreement with the consent of the Licensor for two additional
terms of three (3) years each.  Such option shall deemed to be
exercised unless Licensee shall give Licensor written notice, not
later than six (6) months prior to the expiration date of the then
current term that it declines to exercise said option and does not
wish for the Agreement to be renewed.

          iii)  Either party may terminate this Agreement, for any
reason whatsoever, upon ninety (90) days written notice to the
other party provided however, that the Licensee may continue to
import, dispense and sell only such Articles as it has previously
become contractually obligated to purchase prior to the date such
notification is received by the Licensee.

     C.   Territory:
     
          i)   This Agreement shall cover the sale of the Articles
in retail stores owned or operated by the Licensee wherever they
may be situated in North America and Mexico.

2.   COVENANTS OF LICENSE.

     A.   Use:

          i)   Licensor and Licensee each represent and warrants
that it has the legal right to enter into this Agreement and to
assume the obligations hereunder.

          ii)  In the event of any disputes between the parties
with respect to the products covered by their respective licenses,
such dispute shall be mediated in New York State in good faith by a
mediator appointed by the American Arbitration Association, the
cost thereof to be shared equally and any determination at said
mediation shall be binding.

3.   TRADEMARK ROYALTY.

     A.   Earned Royalty:

          i)   Licensee shall pay to Licensor three percent (3%) of
the Licensee's actual purchase cost ("Purchases") of the Articles
("Earned Royalty").  Purchases shall be defined as the total
purchase price paid by the Licensee for the Articles to be sold in
their retail stores including FOB price, freight, duty, agents
commissions, broker costs and other costs associated with the
purchase of said Articles.











                                 2




          ii)  The Earned Royalty hereunder shall be accounted for
and paid within 30 days after the end of each calendar quarter
during the term of this Agreement.

     B.   Within 30 days after the end of each calendar quarter
during each term, Licensee shall furnish to Licensor a complete and
accurate statement acceptable to Licensor and signed by an
authorized officer of Licensee showing for the preceding quarter
the computation of Purchases and the amount of Earned Royalty due
and payable.
     
4.   Books and Records; Audits.

     Licensee shall prepare and maintain complete and accurate
books of account and records relating to transactions arising or
out of this Agreement.  Licensor and its agents have the right to
audit such books and records not more than twice per year for the
duration of this Agreement.

5.   Approval of Articles and Packaging and Related Materials.

     Licensee understands and agrees that all Articles and other
items bearing the Licensed Mark or intended for use in connection
with the Articles are subject to approval by Licensor.  Upon
request, Licensee shall submit to Licensor, for Licensor's written
approval, samples of each type of Articles and of all packaging and
related materials at each stage of development of same.

If Licensor disapproves any samples, Licensee shall not use, sell
or distribute such Articles or related materials.  If no approval
is given by Licensor within 7 days of actual receipt of materials
and Articles by Licensor, Licensor shall be deemed to have approved
same.

6.   The Licensed Mark.

     A.   Licensee shall not use any name or names with the
Licensed Mark so as to form a new mark.  Licensee shall not use any
name or names in connection with the Licensed Mark in any
advertising, publicity, labeling, packaging or printed matter of
any kind unless and until Licensor consents to its use.

     B.   Licensee acknowledges that, as between Licensor and
Licensee, Licensor is the owner of all right, title and interest in
and to the Licensed Mark in the Territory in any form or embodiment
thereof and is also the owner of the goodwill attached to the
Licensed Mark in connection with the business and goods in relation
to which the same has been, is or shall  be used.

     C.   Licensee never shall challenge Licensor's ownership of or
the validity of the Licensed Mark or any application for







                                 3




registration thereof, or any trademark registration thereof, or any
rights of licensor therein.

7.   Indemnity.

     Licensee and Licensor hereby saves and hold each other
harmless of and from and indemnifies it against any and all losses,
liability, damages and expenses (including reasonable attorney's
fees and expenses) which the other party may incur or be obligated
to pay, or pay or for which it may become liable or obligated or to
be compelled to pay in any action, claim or proceeding against it,
for or by reason of any acts, whether of omission or commission,
that may be committed or suffered by the other party or any of its
servants, agents or employees or in connection with the other
party's performance of this Agreement.

8.   Default.

     A.   If Licensee fails to make any payment hereunder, i)
Licensee shall pay interest on the unpaid balance at the prevailing
Prime Rate plus 1% from the due date until the date such payment is
made.  If such default is uncured for a period of fifteen (15)
calendar  days after written notice thereof, Licensor shall have
the right to terminate this Agreement forthwith by written notice
thereof to Licensee.

     B.   If Licensee otherwise fails to perform any of the terms,
conditions, agreements or covenants in this Agreement on its part
to be performed and i) such default is not curable, or ii) such
default is curable but continues uncured for a period of fifteen
(15) calendar days after notice thereof has been given to the
defaulting party in writing by the other party, or iii) such
default is curable, but not within fifteen (15) calendar days, and
the Licensee is not diligently taking all steps necessary to cure
the default as promptly as practicable, Licensor at its sole
election, may terminate this Agreement forthwith by written notice
thereof to the Licensee.

9.   Rights on Expiration or Termination.

     A.   In the event of termination in accordance with paragraph
1(B) or 8 hereof, Licensee shall pay to Licensor upon demand any
Earned Royalty then owed to it and an amount equal to any other
damages Licensor may have suffered on account of such termination
or the acts or omissions from which it resulted.

     B.   If this Agreement expires or is terminated other than by
Licensor pursuant to paragraph 8 hereof, Licensee shall be
entitled, for an additional six (6) months only, on a non-exclusive
basis, to import, sell and dispose of its inventory of Articles in
the Territory, provided however, that the Licensee may continue to







                                 4




import, dispense and sell such inventory of Articles as it had been
previously become contractually obligated to purchase.  An
accounting and payments shall be due within fifteen (15) days after
the close of the said six (6) month period.

10.  Bankruptcy.

     If Licensee files a petition in bankruptcy or adjudicated a
bankrupt, this Agreement shall terminate forthwith without the
necessity of any notice whatsoever.  If the Agreement is so
terminated, neither Licensee nor its receivers, representatives,
trustees, agents. administrators, successors or assigns shall have
any right to sell, exploit or in any way deal with any Articles,
related materials or the Licensed Mark.

11.  Notice.
     
     All reports, approvals, requests, demands and notices required
by this Agreement to be given to a party shall be in writing and
shall be deemed to be duly given if personally delivered or if
delivered by overnight mail or courier service or if mailed to the
party concerned at its address set forth below.

     New Retail Concepts, Inc.     Montgomery Ward & Co., Incorporated
     2975 Westchester Ave.         Montgomery Ward Plaza
     Purchase, NY 10577            Chicago, IL 60671
     Att'n: Neil Cole, CEO         Att'n: Legal Dept.

12.  Assignability.
          
     This Agreement is not assignable by either party.

13.  Applicable Law.

     This Agreement shall be governed, construed and interpreted in
accordance with the laws of the State of New York.


IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

NEW RETAIL CONCEPTS, INC.          MONTGOMERY WARD & CO., INCORPORATED


 /s/ Neil Cole                       /s/                         
By:                                By:
Title: President                   Title: VP GMM











                                 5



                                                                 Exhibit 11

                         NEW RETAIL CONCEPTS, INC.
                     COMPUTATION OF EARNINGS PER SHARE




                                           Fiscal Year Ended              
                               March 31, 1997           March 31, 1996    
                                         Fully                    Fully
                             Primary    Diluted      Primary     Diluted  

Net income                   $333,780   $333,780    $1,161,021  $1,161,021

Weighted average number
 of shares outstanding      5,768,860  5,768,860     6,240,796   6,240,796

Shares issuable upon
 exercise of options
 and warrants                 785,000    785,000       785,000     785,000

Shares assumed to be
 repurchased under the
 treasury stock method       (370,370)  (160,000)     (577,223)   (577,223)

                            6,183,489  6,393,860     6,448,573   6,448,573

NET INCOME PER SHARE           $0.05      $0.05        $ 0.18      $ 0.18