SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-K/A
                              (Amendment No. 1)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [No fee Required] For the fiscal year ended January 31, 1998

                                       OR

[     ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [No fee Required] For the transition period from
      __________ to __________

                         Commission file number 0-21869

                                  dELiA*s Inc.

            (Exact name of registrant as specified in its charter)

      Delaware                                         13-3914035
(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)

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 per share
                                (Title of class)


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_

Indicate by check mark if  disclosure of  delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein,  and will not 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-K or any
amendment to this Form 10-K. [X]

The aggregate market value of common stock held by non-affiliates of the
registrant as of April 1, 1998 was $149,129,412.

The number of shares outstanding of the registrant's common stock as of April 1,
1998 was 13,321,164.


<PAGE>



Part III of the Annual Report on Form 10-K of dELiA*s Inc. (the "Company") for
the year ended January 31, 1998 is amended in its entirety to add the following
information:

All references in this Report to a particular fiscal year refer to the year
ended January 31 following the particular year (e.g., "fiscal 1997" refers to
the fiscal year ended January 31, 1998).

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

Executive Officers and Directors

    Executive officers and directors of the Company (including the current
directors who are nominees and the continuing directors) are as follows:

<TABLE>
<CAPTION>
        Name                            Age  Position

        <S>                              <C> <C>
        Stephen I. Kahn (1)(2).........  32  Chairman of the Board, Chief Executive
                                               Officer, President and Director

        Christopher C. Edgar...........  32  Executive Vice President, Chief
                                               Operating Officer and Director

        Evan Guillemin.................  33  Chief Financial Officer

        S. Roger Horchow (1)(3)........  69  Director

        Sidney S. Kahn (2).............  61  Director

        Geraldine Karetsky.............  57  Director

        Joseph J. Pinto (1)(2)(3)......  65  Director
</TABLE>

----------
(1)   Member of Audit Committee.
(2)   Member of Compensation Committee.
(3)   Member of 1996 Stock Incentive Plan Committee.

    Stephen I. Kahn has served as President and Chief Executive Officer of
dELiA*s since co-founding the Company in 1993 and has served as Chairman of the
Board of Directors since October 1996. Prior to the Reorganization described
under "Certain Transactions," he served as a member of the board of managers of
dELiA*s LLC (a predecessor of the Company). Prior to that, he worked at
PaineWebber Group, Inc., an investment banking and brokerage firm, primarily in
the merchant banking group. He is a director of Happy Kids Inc., a
publicly-traded designer and marketer of custom-designed, licensed and branded
children's apparel, and Danier Leather Inc., a publicly-traded integrated
designer, manufacturer and retailer of high quality, high fashion leather and
suede clothing. Mr. Kahn holds a B.A. from Yale College, an M.A. from Oxford
University and an M.B.A. from Columbia Business School.

    Christopher C. Edgar has served as Executive Vice President of dELiA*s and
as dELiA*s Chief Operating Officer since co-founding the Company in 1993 and
joined the Board of Directors of the Company in October 1996. Prior to the
Reorganization, he served as a member of the board of managers of

                                       2
<PAGE>

dELiA*s LLC. Mr. Edgar oversees catalog publishing, marketing, merchandising and
inventory management. From 1992 to 1993, Mr. Edgar was a Nicholson Fellow and
student in the doctoral program in comparative literature at Columbia
University. From 1989 to 1992, he worked as an analyst for SNL Securities, a
financial industry information service, and as a journalist for the
Charlottesville Observer. Mr. Edgar received a B.A. from Yale College and an
M.A. from Columbia University.

    Evan Guillemin has served as Chief Financial Officer of dELiA*s since July
1996. Prior to joining the Company, he served briefly, first as an associate
with and later a director of acquisitions for, K-III Communications Corporation,
a media investment company. From 1992 to 1994, he was executive vice president
of The New York Observer Co., with responsibility for the sales, marketing and
finance for that company's regional newspaper group. Prior to that, he helped
start SDC Publishing Co., a financial publishing unit of Thomson Corporation,
where he served as an editor and helped manage new product development and
acquisitions from 1989 to 1992. Mr. Guillemin received a B.A. from Yale College
and an M.B.A. from Harvard Business School.

    S. Roger Horchow joined the Board of Directors of the Company in October
1996. He was the founder and chairman of the Horchow Collection, a direct
marketer of specialty home and fashion products, from 1971 until 1990. Mr.
Horchow was vice president of mail order for Neiman Marcus Group, Inc. from 1969
to 1971. Mr. Horchow has been a director of Fieldcrest Cannon, Inc., a
manufacturer of home-furnishing textile products, since 1994. He is also a
director of Public Radio International, Smithsonian Institution and serves on
the Board of Governors of the Yale University Art Gallery. He has been chairman
of R. Horchow Productions, Inc., a theatrical production company, since 1990 and
served as a merchandise consultant to Sotheby's, an auctioneer of art and
collectibles, from September 1996 to March 1997. Mr. Horchow received a B.A.
from Yale College.

    Sidney S. Kahn served as a member of the board of managers of dELiA*s LLC
since its founding and joined the Company's Board of Directors in October 1996.
He has been a private investor specializing in venture capital investments since
1987. From 1977 to 1987 he was a senior officer of E.F. Hutton & Co., Inc., a
wholly-owned subsidiary of the E.F. Hutton Group, Inc., and from 1966 to 1977 he
was a managing director and partner of Lehman Brothers. He has been a director
of Orion Network Systems, Inc., an operator of satellite-based communications
systems services, since 1990 and a number of privately held corporations,
including Telogy Networks, Inc., a communications software developer. He
received a B.A. from Yale College and is a member of the Board of Governors of
the Yale University Art Gallery.

    Geraldine Karetsky served as a member of the board of managers of dELiA*s
LLC since 1994 and joined the Company's Board of Directors in October 1996. She
is a private investor and venture capitalist. She received a B.A. from Smith
College.

    Joseph J. Pinto joined the Board of Directors of the Company in November
1996. He is a private investor. Since 1981, Mr. Pinto has been a director and
officer of Sefinco Ltd. (and a predecessor), the U.S.-based private investment
affiliate of Entrecanales Y Tavora SA, a Spanish conglomerate with interests in
construction and merchant banking. Sefinco's investments have included
Loehmann's, Inc., a specialty retailer of women's fashion apparel, on whose
board Mr. Pinto served from 1988 to 1992. From 1973 to 1981, Mr. Pinto was
chairman of the finance committee of Sea Containers Ltd., a container lessor of
which Mr. Pinto was a founder and a director from 1967 to 1986. From 1961 to
1973, he was engaged in merchant banking in France and Spain with Pinto & Co., a
family-owned investment firm. Mr. Pinto received a B.A. from Yale College.

                                       3
<PAGE>

    Sidney S. Kahn is Stephen I. Kahn's father. Ms. Karetsky is Stephen I.
Kahn's aunt and Sidney S. Kahn's sister. There are no other family relationships
among the directors and executive officers of the Company.

Key Employees

    Charlene Benson has been Creative Director of dELiA*s since the fall of
1994. Prior to joining the Company, she was art director of Mademoiselle from
1991 to 1994. She has received awards from the Society of Publications for her
work in US magazine, GQ and The Sunday New York Times.

    Karen Christensen has been a Senior Vice President and Controller of the
Company since January 1995. Prior to joining the Company, Ms. Christensen
practiced law with the firm of Certilman Balin Adler & Hyman in 1994. From 1993
to 1994, she was a director of international sales at Masten Wright
Incorporated, an international marketing firm.

    Ilka Eberly has been Buying Manager of dELiA*s since July 1996. Prior
tojoining the Company, Ms. Eberly was a divisional merchandise manager of Urban
Outfitters, where she worked from 1990 to 1996.

    Lisa Higgins joined dELiA*s in 1994 as one of the original buyers and is
currently Senior Vice President of Merchandising of the Company. Prior to
joining the Company, Ms. Higgins worked in the retailing division of Esprit from
1990 until 1992. From 1992 to 1994, Ms. Higgins was an officer and director of a
non-profit institution in Colorado.

    David Lerner has been Vice President of Marketing of dELiA*s since December
1996. Prior to joining the Company, Mr. Lerner was the director of marketing
forBrownstone Studio, a women's catalog company, and held marketing positions
with Hanover Direct, another catalog company, from 1993 to 1994.

    Kate Mortell has been Director of Print Manufacturing of dELiA*s since March
1997. Prior to joining the Company, Ms. Mortell worked for Lord & Taylor from
1992 to 1997 as a production/quality control manager for its direct mail and
advertising programs.

    Alex S. Navarro has been Senior Vice President-Development and LegalAffairs,
General Counsel and Secretary of dELiA*s since April 1997. Prior to joining the
Company, Mr. Navarro was associated with the law firm of ProskauerRose Goetz &
Mendelsohn LLP from 1994 until 1997. From 1993 to 1994, Mr. Navarro was a law
clerk to the Hon. Robert J. Wilentz, Chief Justice of the Supreme Court of New
Jersey.

    Mary Obert has been Apparel Production Manager of dELiA*s since August 1996.
Prior to joining the Company, she was a production designer at Planet Claire
from 1995 to 1996 and a production manager and assistant designer at Living Doll
from 1992 to 1995.

    Julie Scott has been Vice President of International Marketing of dELiA*s
since September 1996. Between 1990 and 1996, she worked in client acquisitions
at Abacus Direct Corp., a database marketing company, as well as in licensing
and sales in Japan at a variety of companies including Marvel Comics, Calvin
Klein, Hermes and Dentsu.

                                       4
<PAGE>

    Kent Trowbridge has been Senior Vice President and Director of Operations of
dELiA*s since February 1995. From 1994 to 1995, Mr. Trowbridge was a market
strategist at Josephthal, Lyon and Ross. From 1993 to 1994, he was a research
analyst and money manager at Sherwood Securities.

    Seth Walter has been Senior Vice President of Inventory Management of
dELiA*s since November 1995. Prior to joining the Company, Mr. Walter was an
inventory manager at Williams-Sonoma, where he worked from 1990 to 1995.

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 filed
all such required reports on a timely basis during such period.

Item 11.  Executive Compensation

      The following table sets forth certain information concerning compensation
awarded to, earned by or paid during the past three years to those persons who
were, at January 31, 1998, the Company's Chief Executive Officer, and the
Company's two other executive officers of the Company whose total annual salary
and bonus for fiscal 1997 exceeded $100,000 (collectively, the "named executive
officers"). Except as disclosed below, the aggregate value of all perquisites
and other personal benefits, securities or property did not exceed 10% of the
total of annual salary and bonus for each named executive officer.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                          Annual              Long-Term Compensation
                                        Compensation
                                                                           Securities
                               Fiscal                        Restricted    Underlying
Name and Principal Position     Year  Salary ($)  Bonus ($)  Stock Awards  Options (#)
---------------------------     ----  ----------  ---------  ------------  -----------
<S>                             <C>    <C>        <C>        <C>           <C>   
Stephen I. Kahn                 1997   $100,000         --         --      80,000
  Chairman of the Board,        1996     37,773   $ 35,000         --          --
  President and Chief
  Executive Officer             1995     20,000         --         --          --

Christopher C. Edgar            1997    103,846         --         --      60,000
  Executive Vice President,     1996     43,654     26,500         (1)         --
  Chief Operating
  Officer and Director          1995     20,000         --         --          --

Evan Guillemin (2)              1997    103,846         --         --          --
  Chief Financial Officer and   1996     29,808         --         --     250,000
  Treasurer
</TABLE>


(1) Mr. Edgar received a grant of a restricted interest in Delia's LLC, a
    predecessor of the Company, on February 1, 1996. Prior to the Company's
    initial public offering, this interest was converted into 60,705 shares of
    the Company's common stock ("Common Stock").

(2) Mr. Guillemin's employment with the Company's predecessor, Delia's LLC,
    commenced in July 1996.


                                       5
<PAGE>

                      Option Grants in Last Fiscal Year

    The following table sets forth certain information with respect to
individual grants of stock options made during fiscal 1997 to each of the named
executive officers who received stock options grants in such year. The Company
did not make any SAR grants in fiscal 1997.

<TABLE>
<CAPTION>
                                                                         Potential Realizable Value
                                                                         at Assumed Annual Rates of
                                                                          Stock Price Appreciation
                                                                                for Option Term
                                                                                ---------------
                                  Percent of
                                     Total
                       Number of    Options
                       Securities  Granted to                                                      
                       Underlying  Employees      Exercise of                                      
                       Option      in Fiscal      Base Price  Expiration                           
Name                   Granted       Year          ($/Sh)        Date          5% ($)    10% ($)   
----                   -------       ----          ------        ----          ------    -------   
<S>                    <C>           <C>   <C>      <C>        <C>            <C>       <C>        
Stephen I. Kahn        80,000        22.1% $        18.25      3/10/08        $918,186  $2,326,864 
Christopher C. Edgar   60,000(1)     16.6           18.25      3/10/08         688,640   1,745,148 
                                                                      
</TABLE>

(1) Represents options to purchase shares of Common Stock.

                        Fiscal Year-End Option Values

    The following table sets forth certain information concerning unexercised
options held by the named executive officers as of January 31, 1998. There were
no stock options exercised by any of the named executive officers during fiscal
1997.

<TABLE>
<CAPTION>
                        Number of Securities                  Value of Unexercised
                       Underlying Unexercised            In-the-Money Options at Fiscal
Name                Options at Fiscal Year-End (#)                  Year-End ($)
----                 Exercisable  Unexercisable          Exercisable       Unexercisable
                     -----------  -------------          -----------       -------------
<S>                  <C>          <C>                       <C>            <C>
Stephen I. Kahn          --          80,000                   --             $750,000
Christopher C. Edgar     --          60,000                   --              562,500
Evan Guillemin         50,000       200,000                 831,250         3,325,000
</TABLE>



Compensation of Directors

    The Company pays its directors who are neither employees of the Company nor
members of the Kahn family $1,500 for each directors' meeting and each committee
meeting attended (plus reimbursement for out-of-pocket expenses). Under the
Company's 1996 Stock Incentive Plan (the "Incentive Plan"), each non-employee
director who is not a member of the Kahn family was granted an option to
purchase 40,000 shares of Common Stock at an exercise price per share equal to
the initial public offering price. All options granted to non-employee directors
will become exercisable at the rate of 20% on each of the first five
anniversaries of the date of grant, assuming the non-employee director is a
director on those dates, and all such options generally will cease to be
exercisable ten years from the date of grant. Upon a Change of Control (as
defined in the Incentive Plan) and, in the case of directors elected prior to
November 15, 1996 who are neither members of the Company's management nor
members of the Kahn family, upon a termination of directorship other than for
cause or as a result of a refusal to stand for re-election, all options

                                       6
<PAGE>

(which have not yet expired) will automatically become exercisable. Directors
who are employees of the Company or members of the Kahn family are not
compensated for services as directors.

Employment Agreements

    Messrs. Kahn and Edgar (the "Executives") have entered into three-year
agreements with the Company providing for the continuation of their employment
as Chairman of the Board and President and as Chief Operating Officer and
Executive Vice President, respectively, at minimum salaries of $100,000 a year
for each Executive, subject to annual upward adjustment in proportion to the
increase in the consumer price index plus such increases in salary and such
bonuses as the Board of Directors may from time to time approve. If an Executive
dies, or, as a result of disability, is unable to perform substantially all his
duties for a period of nine consecutive months, the Company may terminate his
employment (not earlier than 30 days and not later than 90 days after the
expiration of the nine-month period), in which event the Executive (or his heirs
or estate) will be entitled to his salary for the remainder of the term of the
agreement. Evan Guillemin has entered into an employment agreement with the
Company providing for the continuation of his employment as Chief Financial
Officer, at a salary of $100,000 a year, on substantially the same terms and
conditions as the Executives, except that the term of Mr. Guillemin's agreement
will expire on July 31, 2001.

    In addition, the Company has promised to recommend to the Board of Directors
(or an appropriate committee thereof), that Messrs. Kahn and Edgar be granted
options to purchase 80,000 and 60,000 shares of Common Stock, respectively, in
March of 1998, 1999, 2000 and 2001, in each case at an exercise price equal to
the fair market value of the Common Stock on the date of grant.

Compensation Committee Interlocks and Insider Participation

    Prior to the completion of the Company's initial public offering (the
"Offering") in December 1996, compensation policies and decisions, including
those relating to salary, bonuses and benefits of executive officers, had been
set or made by the Board of Directors. Upon completion of the Offering, the
Board of Directors created a Compensation Committee, which recommends to the
Board the compensation to be paid to the Company's executive officers. Awards
made under the Incentive Plan are approved by the 1996 Stock Incentive Plan
Committee of the Board of Directors.

    The Compensation  Committee  currently consists of Sidney S. Kahn, Stephen
I. Kahn and Joseph J. Pinto.  Stephen I. Kahn is the Chief  Executive  Officer
and  President  of the  Company.  Sidney S. Kahn is Stephen I. Kahn's  father.
The 1996  Stock  Incentive  Plan  Committee  currently  consists  of S.  Roger
Horchow and Mr. Pinto.  Other than the foregoing,  there were no  compensation
committee interlocks or insider participation during fiscal 1997.


                                       7
<PAGE>

Item 12.  Security Ownership Of Certain Beneficial Owners And Management

      The following table sets forth information as of May 28, 1998 with respect
to the Common Stock beneficially owned by (i) each person known by the Company
to be the beneficial owner of more than 5% of the shares of Common Stock, (ii)
each director individually, (iii) each executive officer individually and (iv)
all executive officers and directors as a group.

<TABLE>
<CAPTION>
                                                         Shares
                                                      Beneficially
                                                         Owned
Name and Address                                     Number  Percent
----------------                                     ------  -------
5% Stockholders
---------------
<S>                                           <C>           <C>  
Stephen I. Kahn (1)                           6,860,360     51.2%
  435 Hudson Street
  New York, New York 10014

Geraldine Karetsky (2)                        1,078,098      8.1
  1660 Silverking Drive
  Aspen, Colorado 81611

Sidney S. Kahn (2)                              905,440
  14 East 60th Street                                        6.8
  New York, New York 10014

Other Executive Officers and Directors

Christopher C. Edgar (3)                        616,363      4.6
Evan Guillemin (4)                              128,942       *
S. Roger Horchow (5)                             18,000       *
Joseph J. Pinto (6)                              18,000       *
Directors and executive officers as a group
(7 individuals)                               7,641,665
                                                            56.3
</TABLE>

---------------------
*  Less than 1%.

(1) Includes (a) 2,999,825 shares of Common Stock directly owned by Mr. Kahn,
    (b) 80,000 shares which Mr. kahn has an exercisable option to purchase and
    (c) 3,780,535 shares of Common Stock that Mr. Kahn has the sole power to
    vote pursuant to a stockholders agreement and agreements with certain
    employees who are holders of restricted stock, over which Mr. Kahn also has
    the shared power to restrict the disposition of 3,256,345 of those shares.

(2) Includes 57,356 shares of Common Stock owned by Mr. Kahn and Ms. Karetsky as
    trustees for The Ruth Kahn Trust f/b/o Sidney Kahn, as to which shares Mr.
    Kahn and Ms. Karetsky have the shared power to dispose of.

(3) Includes 60,000 shares which Mr. Edgar has an exercisable option to
    purchase.

(4) Includes 100,000 shares which Mr. Guillemin has an option to purchase which
    is exercisable (or will become exercisable within 60 days).

(5) Include 8,000 shares which Mr. Horchow has an exercisable option to
    purchase.

(6) Include 8,000 shares which Mr. Pinto has an exercisable option to purchase.


                                       8
<PAGE>


Family Stockholders Agreement

      Certain members of Stephen I. Kahn's family and trusts for the benefit of
such persons (the "Family Holders") and Stephen I. Kahn have entered into a
stockholders agreement with the Company (the "Family Stockholders Agreement")
which, subject to certain exceptions, prohibits the Family Holders from
transferring the shares of Common Stock they own until December 18, 1998.
Thereafter, the Family Holders will be able to transfer such shares in
accordance with the limitations imposed on "affiliates" under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Family Stockholders Agreement gives Stephen I. Kahn the right to vote all the
shares of Common Stock owned by the Family Holders on all matters that come
before the stockholders of the Company. The Company believes the Family Holders,
collectively, owned 24.4% of the outstanding Common Stock as of May 28, 1998.
The Family Stockholders Agreement will expire on December 18, 2006.

Item 13.  Certain Relationships and Related Transactions

    None.


                                       9
<PAGE>


                                   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.

                                    /s/ Stephen I. Kahn
                                    --------------------------------------------
                                    Stephen I. Kahn
                                    Chairman of the Board, President and
                                    Chief Executive Officer

Date: May 29, 1998


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                EXHIBIT INDEX

<S>   <C>
2.1   Bill of Sale and Contribution and Assumption Agreement between dELiA*s LLC
      and the Company (incorporated by reference to Exhibit 2.1 to the Company's
      Registration Statement on Form S-1 (Registration No.

      333-15153))

3.1   Certificate of incorporation of the Company (incorporated by reference to
      Exhibit 3.1 to the Company's Registration Statement on Form S-1
      (Registration No. 333-15153))

3.2   Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
      Company's Registration Statement on Form S-1 (Registration No.
      333-15153))

10.1  Form of Employment Agreement between the Company and Stephen I. Kahn
      (incorporated by reference to Exhibit 10.1 to the Company's Registration
      Statement on Form S-1 (Registration No. 333-15153))

10.2  Employment Agreement between the Company and Christopher C. Edgar
      (incorporated by reference to Exhibit 10.2 to the Company's Registration
      Statement on Form S-1 (Registration No. 333-15153))

10.3  Employment Agreement between the Company and Evan Guillemin (incorporated
      by reference to Exhibit 10.3 to the Company's Registration Statement on
      Form S-1 (Registration No. 333-15153))

10.4  Form of Family Stockholders Agreement among the Company, Stephen I. Kahn
      and the persons listed on exhibit A thereto (incorporated by reference to
      Exhibit 10.4 to the Company's Registration Statement on Form S-1
      (Registration No. 333-15153))

10.5  1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to
      the Company's Registration Statement on Form S-1 (Registration No.
      333-15153))

10.6  Restricted Stock Plan (incorporated by reference to Exhibit 10.6 to the
      Company's Registration Statement on Form S-1 (Registration No.
      333-15153))

10.7  Stock Option Agreement between the Company and Evan Guillemin
      (incorporated by reference to Exhibit 10.7 to the Company's Registration
      Statement on Form S-1 (Registration No. 333-15153))

10.8  [omitted]

10.9  Lease Agreement dated May 3, 1995 between the Company 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
      Company's Registration Statement on Form S-1 (Registration No.
      333-15153))

10.10 Form of Restricted Stock Agreements between the Company and holders of
      Common Stock subject to the Restricted Stock Plan (incorporated by
      reference to Exhibit 10.10 to the Company's Registration Statement on Form
      S-1 (Registration No. 333-15153))

10.11 [omitted]

10.12 Lease Agreement dated April 25, 1997 between the Company and Keystone
      Distribution Center, Inc. (incorporated by reference to Exhibit 10.12 to
      the Company's Annual Report on Form 10-K for the fiscal year ended April
      30, 1997)

10.13 Agreement, dated April 4, 1997, between the Company and The Rector, Church
      Wardens and Vestrymen of Trinity Church in the City of New York amending
      the Lease Agreement


                                       11
<PAGE>



      (incorporated by reference to Exhibit 10.13 to the Company's Annual Report
      on Form 10-K for the fiscal year ended April 30, 1997)

10.14 Agreement, dated October 7, 1997, between the Company 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 Company's Current Report on Form 10-Q for the fiscal quarter ended
      October 31, 1997)

21*   Subsidiaries of the Registrant

23.1* Consent of Deloitte & Touche LLP

23.2* Consent of Richard A. Eisner & Company LLP

23.3* Consent of BDO Seidman, LLP

27*   Financial Data Schedule
</TABLE>


* Previously filed