<PAGE>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                                  ANNUAL REPORT

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

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

                   FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2001

                         Commission file number 0-25347
                                  DELIA*S CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

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

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                 Class A Common Stock, $.01 par value per share
                         Preferred Stock Purchase Rights
                                (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. [X] YES [ ] 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. [ ]

The aggregate market value of common stock held by non-affiliates of the
registrant as of May 30, 2001 was $97,407,410.

The number of shares outstanding of the registrant's Class A common stock as of
May 30, 2001 was 38,640,827.
The number of shares outstanding of the registrant's Class B common stock as of
May 30, 2001 was 11,425,000.

                               ------------------
================================================================================



<PAGE>



IN MAY 1999, WE ANNOUNCED A CHANGE IN OUR FISCAL YEAR TO THE 52 OR 53 WEEKS
ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE CORRESPONDING CALENDAR
YEAR. REFERENCES IN THIS REPORT TO "FISCAL 2000" MEAN THE PERIOD FROM JANUARY
30, 2000 TO FEBRUARY 3, 2001. REFERENCES TO "FISCAL 1999" MEAN THE PERIOD FROM
FEBRUARY 1, 1999 TO JANUARY 29, 2000. ANY REFERENCE IN THIS REPORT TO A
PARTICULAR FISCAL YEAR BEFORE 1999 IS TO THE YEAR ENDED JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1998" MEANS THE PERIOD FROM
FEBRUARY 1, 1998 TO JANUARY 31, 1999.

ON NOVEMBER 20, 2000, DELIA*S INC. WAS RECOMBINED WITH ITS MAJORITY-OWNED
SUBSIDIARY, ITURF INC., AND WE RENAMED THE PARENT COMPANY OF THE RECOMBINED
BUSINESS DELIA*S CORP. THE MERGER TRANSACTION WAS ACCOUNTED FOR AS A PURCHASE BY
DELIA*S INC. OF THE MINORITY INTEREST IN ITURF. AS A RESULT, THE HISTORICAL
INFORMATION OF DELIA*S CORP. CONTAINED HEREIN IS THAT OF DELIA*S INC. AND
REFERENCES TO DELIA*S AND TO "WE," "OUR," "US" AND SIMILAR TERMS FOR PERIODS
PRIOR TO NOVEMBER 20, 2000, ARE REFERENCES TO DELIA*S INC.

PART III OF THE ANNUAL REPORT ON FORM 10-K OF DELIA*S CORP. FOR THE YEAR ENDED
FEBRUARY 3, 2001 IS AMENDED IN ITS ENTIRETY TO ADD THE FOLLOWING INFORMATION:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

EXECUTIVE OFFICERS AND DIRECTORS

    Our executive officers and directors are as follows:

<TABLE>
<CAPTION>

NAME                                 AGE   POSITION
----                                 ---   --------
<S>                                  <C>   <C>
Stephen I. Kahn ..................   35    Chief Executive Officer and Chairman of the Board
Christopher C. Edgar..............   35    Executive Vice President and Vice Chairman of the Board
Andrea Weiss .....................   45    President and Director
Evan Guillemin....................   36    Chief Operating Officer and Director
Clare R. Copeland (1)(2)..........   65    Director
S. Roger Horchow .................   72    Director
Geraldine Karetsky................   60    Director
Timothy U. Nye....................   35    Director
Joseph J. Pinto (1)(2)............   68    Director
Douglas R. Platt (1)..............   37    Director
Dennis Goldstein..................   35    Chief Financial Officer and Treasurer
Beth Kressley.....................   36    Senior Vice President of Brand Development
Alex S. Navarro...................   32    Chief Strategy Officer, General Counsel and Assistant Secretary
Timothy B. Schmidt................   36    Senior Vice President, Chief Legal Officer and Secretary
Patricia Waechter.................   46    Executive Vice President of Retail
</TABLE>

----------


                                       2
<PAGE>


(1)   Member of Audit Committee.
(2)   Member of Compensation Committee.

    STEPHEN I. KAHN has served as our Chief Executive Officer since
co-founding dELiA*s in 1993 and as Chairman of the Board of Directors since
October 1996 and, until March 1999, served as our President. From September
1997 through the merger of dELiA*s Inc. and its majority-owned subsidiary,
iTurf Inc., in November 2000, he also served as President, Chief Executive
Officer and Chairman of the board of directors of iTurf. He also served as a
member of the board of managers of dELiA*s LLC (a predecessor of dELiA*s
Inc.) 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.

    CHRISTOPHER C. EDGAR has served as Executive Vice President and Director
since October 1996 and was elected Vice Chairman of our board of directors in
March 1999. He was previously Executive Vice President of dELiA*s LLC and a
member of the board of managers of dELiA*s LLC from the time he co-founded
dELiA*s in 1993. Mr. Edgar also served as a Vice President of iTurf and a
member of the board of iTurf since iTurf's incorporation in 1997.

    ANDREA WEISS joined dELiA*s as President and was elected as a Director in
May 2001. Prior to joining dELiA*s, Ms. Weiss served as Executive Vice President
and Chief Stores Officer of The Limited, Inc. from May 1998 to February 2001.
From February 1996 to April 1998, Ms. Weiss served as President of Retail for
Guess, Inc. Previously, she was Senior Vice President and Director of Stores at
Ann Taylor Stores, Inc. from May 1992 to February 1996.

    EVAN GUILLEMIN has served as our Chief Operating Officer since May 2001,
served as our President from March 1999 until May 2001 and served as our Chief
Financial Officer and Treasurer from July 1996 to March 2000. He has been a
director of dELiA*s Corp. and, prior to the recombination of dELiA*s Inc. and
iTurf Inc., a director of iTurf Inc. since January 1999. Mr. Guillemin was also
a Vice President of iTurf and a member of the board of iTurf and served as the
Chief Financial Officer of that subsidiary from 1997 to 1999. Prior to joining
us, he was employed by K-III Communications Corporation, a media investment
company, first as an associate and later as a director of acquisitions.

    CLARE R. COPELAND joined our Board of Directors in June 1999. Mr. Copeland
is Chairman and CEO of Ontario Store Fixtures. From 1993 to 1999, he served as
President and Chief Executive Officer of Peoples Jewelers Corporation, the
leading jewelry chain in Canada. He is also the Chairman of Toronto Hydro, a
leading North American utility, and a member of the board of directors of
several companies including RIOCAN and Danier Leather Inc.

    S. ROGER HORCHOW joined our Board of Directors in October 1996. He is also a
director of the Museum of Modern Art in New York City 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 and winner of two Tony
Awards, since 1990. Mr. Horchow was chairman of the Horchow Collection, a direct
marketer of specialty home and fashion products, from 1971 until 1990. More
recently, he has served as a consultant to Gold Violin, an internet retailer
focused on the seniors market, and Sotheby's, an auctioneer of art and
collectibles, and as chairman of GoodHome Inc., an Internet retailer of home
furnishings.

    GERALDINE KARETSKY served as a member of the board of managers of dELiA*s
LLC since 1994 and joined our Board of Directors in October 1996. She is a
private investor.


                                       3
<PAGE>

    TIMOTHY U. NYE served as a director of dELiA*s and, prior to the merger,
iTurf Inc, since May 2000. He is the founder of Alltrue Networks Inc. and has
been the chief executive officer or co-chief executive officer of Sunshine
Amalgamedia, Inc., a developer of multimedia content, since 1994. From 1994 to
1996, Mr. Nye was chief executive officer of SonicNet, an Internet music service
that he founded.

    JOSEPH J. PINTO joined our Board of Directors 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.

    DOUGLAS R. PLATT served as a director of iTurf from May 2000 and joined our
Board of Directors in November 2000. He has been the chief executive officer of
Prefer.com, Inc. (or a predecessor entity), a business-to-business focused
e-commerce marketing company, since January 1999. In 1999, he also served as a
consultant to Daily Planet Catalog, a direct marketing company that he
previously served as President from 1988 to 1994 and then managing director
until January 1999. He also served as a consultant to E. M. Warburg Pincus &
Co., a financial firm, from November 1998 to February 1999.

    DENNIS GOLDSTEIN has served as our Chief Financial Officer and Treasurer
since November 2000. He served as Chief Financial Officer and Treasurer of iTurf
from January 1999 and also assumed, in early 2000, responsibility for the
operations of iTurf Inc.'s content sites other than iTurf.com. Prior to joining
iTurf, Mr. Goldstein was the Vice President for Corporate Development of Paulaur
Corporation, a manufacturing firm. From 1992 to 1997, he worked in a variety of
capacities for Boston Consulting Group, Inc., a management consulting firm.

    BETH KRESSLEY joined dELiA*s as Vice President of Direct Marketing in June
1999 and has served dELiA*s as Senior Vice President of Brand Development since
November 1999. She also served as the General Manager of dELiAs.cOm during
fiscal 2000. Prior to joining dELiA*s, Ms. Kressley worked as a Manager at the
Boston Consulting Group from 1994 to 1999 focusing primarily on strategy and
branding issues within the consumer goods and retail industries.

    ALEX S. NAVARRO has served as our Chief Strategy Officer, General Counsel
and Assistant Secretary since November 2000. He also served as Chief Operating
Officer, General Counsel and Secretary of iTurf from December 1998 and was
appointed Chief Strategy Officer of iTurf in early 2000. He previously served as
Senior Vice President in charge of iTurf's operations from December 1997 to
December 1998. Mr. Navarro served as Senior Vice President-Development and Legal
Affairs, General Counsel and Secretary of dELiA*s Inc. from April 1997 to July
1999. From 1994 to 1997, Mr. Navarro was associated with the law firm of
Proskauer Rose Goetz & Mendelsohn LLP.

    TIMOTHY B. SCHMIDT has served as Senior Vice President and Secretary of
dELiA*s since July 1999. From July 1999 to November 2000, Mr. Schmidt served
as our General Counsel and was promoted to Chief Legal Officer in November
2000. Prior to joining us, Mr. Schmidt was associated with the law firm of
Cravath, Swaine & Moore from 1995.

    PATRICIA WAECHTER has served as Executive Vice President of Retail since
March 2000. She previously worked as Vice President and General Merchandise
Manager for Mothers Work Inc. from July 1999 and was employed by Paul Harris
Stores, Inc., most recently as Senior Vice President of Merchandising and
Planning, from 1995 to July 1999.

    Ms. Karetsky is Mr. Kahn's aunt. There are no other family relationships
among our directors and executive officers. Mr. Kahn has agreed to vote all
shares of common stock of the Company that he owns directly or over which he
holds the power to vote in favor of the election or re-election of Ms. Weiss to


                                       4
<PAGE>

our Board of Directors at all meetings of the stockholders of the Company at
which Ms. Weiss has been nominated for election or re-election during the term
of her employment agreement.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

    Based solely on a review of the reports and representations furnished to
us during the last fiscal year, we believe that each of the following
officers, directors and ten percent stockholders filed a Form 4 one day after
the applicable deadline disclosing the acquisition of shares of our Class A
common stock in exchange for shares of common stock of dELiA*s Inc. in the
recombination of iTurf Inc. and dELiA*s Inc.: Chistopher Edgar, Thomas Evans,
Lawrence Gleeson, Dennis Goldstein, Evan Guillemin, Stephen Kahn, Alex
Navarro, Bruce Nelson, Oliver Sharp and Beth Vanderslice. Each such filer
reported only one transaction late.

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, for fiscal 2000, our Chief Executive Officer and our four most highly
compensated executive officers (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. Amounts disclosed
include compensation awarded by all of our subsidiaries. Grants of options to
purchase common stock of dELiA*s Inc. have been adjusted by multiplying the
number of shares originally covered by such options times 1.715, the exchange
ratio in the merger recombining the businesses of dELiA*s Inc. and iTurf Inc.

<TABLE>
<CAPTION>

                                                      ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                                                      -------------------                     ----------------------
                                  FISCAL                               OTHER ANNUAL     RESTRICTED STOCK        SECURITIES
NAME AND PRINCIPAL POSITION        YEAR       SALARY        BONUS      COMPENSATION        AWARDS(1)       UNDERLYING OPTIONS
---------------------------        ----       ------        -----      ------------        ---------       ------------------
<S>                              <C>        <C>             <C>         <C>             <C>                   <C>
Stephen I. Kahn                  2000       $   274,692           --    $ 43,926(2)     $ 1,346,268(3)          301,563
   Chairman of the Board and     1999           190,000           --      33,814(4)              --             100,000(5)
   Chief Executive Officer       1998           100,000           --          --                 --           1,095,125(6)

Christopher C. Edgar             2000       $   163,462           --    $ 37,066(2)     $   856,272(7)           43,125
   Vice Chairman of the Board    1999           163,269           --          --                 --                  --
                                 1998           117,308           --          --                 --             530,250(8)

Estelle DeMuesy(9)               2000       $   216,526           --    $136,995(2)     $   262,624(10)          68,600(11)
   Former Executive Vice         1999           192,980      $67,500          --                 --              25,000(12)
   President - Direct            1998            12,264           --          --                 --              58,749(11)

Dennis Goldstein                 2000       $   179,038      $25,000          --        $    90,368(13)         237,513
   Chief Financial Officer and   1999           131,731           --          --                 --                  --
   Treasurer                     1998                --           --          --                 --             215,625(14)

Evan Guillemin                   2000       $   163,462           --          --        $   681,617(15)         243,125
   Chief Operating Officer       1999           163,269           --          --                 --                  --
                                 1998           117,308           --          --                 --             406,250(16)

Patricia Waechter                2000       $   206,308           --          --        $   151,875(17)         102,900(18)
   Executive Vice President -
   Retail
</TABLE>
----------

(1)   Includes value of restricted stock of dELiA*s Inc. and iTurf Inc. awarded
      during fiscal 2000. In connection with these restricted stock awards, the
      executive officers receiving restricted stock of dELiA*s Inc. forfeited
      all options to purchase shares of common stock of dELiA*s Inc. and


                                       5
<PAGE>

      executive officers receiving restricted stock of iTurf Inc. forfeited all
      options to purchase shares of Class A common stock of iTurf Inc. No
      dividends are expected to be declared during the vesting periods, but if
      they were, they would accrue on the restricted stock reported.
(2)   Other compensation for Mr. Kahn includes $13,425 for personal legal and
      accounting fees, $11,875 for automobile expenses and $10,000 for life
      insurance premiums; other compensation for Mr. Edgar includes $10,500 for
      continuing education, $10,000 for life insurance premiums and $8,272 for
      automobile expenses; other compensation for Ms. DeMuesy relates to costs
      of her relocation from California to New York; these amounts were paid in
      accordance with the terms of the executives' employment agreements.
(3)   As of February 3, 2001, the value of restricted stock held by Mr. Kahn was
      $3.3 million. Mr. Kahn's fiscal 2000 restricted stock grants include
      968,355 shares (after conversion of dELiA*s Inc. stock to dELiA*s Corp.
      stock in the November 2000 merger) that vest in less than three years
      from the date of grant on the following dates: 113,087 shares on
      November 1, 2000; 444,528 shares on January 1, 2001; 111,132 shares on
      each of March 10, 2001 and 2002; 37,696 shares on April 1, 2001; and
      37,695 shares on each of October 1, 2001, April 1, 2002, October 1, 2002
      and April 1, 2003.
(4)   Includes reimbursement for personal legal and accounting fees of $19,351
      in accordance with the terms of Mr. Kahn's employment agreements.
(5)   Options to purchase common stock of iTurf which were forfeited in
      connection with the fiscal 2000 restricted stock grants.
(6)   All options granted prior to the fiscal 2000 restricted stock grants were
      forfeited in connection with such grants.
(7)   As of February 3, 2001, the value of restricted stock held by Mr. Edgar
      was $1,833,364. His fiscal 2000 restricted stock grants include 543,219
      shares (after conversion of dELiA*s Inc. stock to dELiA*s Corp. stock in
      the November 2000 merger) that vest in less than three years from the date
      of grant on the following dates: 16,173 shares on November 1, 2000;
      333,396 shares on January 1, 2001; 83,349 shares on each of March 10, 2001
      and 2002; 5,391 shares on each of April 1, 2001 and October 1, 2001; and
      5,390 shares on each of April 1, 2002, October 1, 2002 and April 1, 2003.
(8)   All options granted prior to the fiscal 2000 restricted stock grants were
      forfeited in connection with such grants.
(9)   At the end of fiscal 2000, Estelle DeMuesy served as our Executive Vice
      President - Direct. She has since resigned.
(10)  As of February 3, 2001, the value of restricted stock held by Ms. DeMuesy
      was $438,301. Her fiscal 2000 restricted stock grants include 152,424
      shares (after conversion of dELiA*s Inc. stock to dELiA*s Corp. stock in
      the November 2000 merger) that vest in less than three years from the date
      of grant on the following dates: 75,246 shares on January 1, 2001; 9,647
      shares on each March 16 and September 16 of 2001, 2002 and 2003; and 7,718
      shares on each of May 1, 2001, 2002 and 2003 and November 1, 2001 and
      2002.
(11)  Options to purchase common stock of dELiA*s Inc. which were forfeited in
      connection with the fiscal 2000 restricted stock grants.
(12)  Includes options to purchase 20,000 shares of Class A common stock of
      iTurf and options to purchase 5,000 shares of the common stock of dELiA*s
      Inc. All options to purchase common stock of dELiA*s Inc. granted prior to
      the fiscal 2000 restricted stock grants were forfeited in connection with
      such grants.
(13)  As of February 3, 2001, the value of restricted stock held by Mr.
      Goldstein was $363,869. His fiscal 2000 restricted stock grants include
      107,813 shares that vest in less than three years from the date of grant
      on the following dates: 47,918 shares on November 1, 2000 and 11,979
      shares on each April 1 of 2001, 2002 and 2003 and October 1 of 2001 and
      2002.
(14)  Options to purchase common stock of iTurf. All options granted prior to
      the fiscal 2000 restricted stock grants were forfeited in connection with
      such grants.


                                       6
<PAGE>

(15)  As of February 3, 2001, the value of restricted stock held by Mr.
      Guillemin was $1,473,923. His fiscal 2000 restricted stock grants include
      436,718 shares (after conversion of dELiA*s Inc. stock to dELiA*s Corp.
      stock in the November 2000 merger) that vest in less than three years
      from the date of grant on the following dates: 16,173 shares on November
      1, 2000; 324,135 shares on January 1, 2001; 5,391 shares on each of April
      1, 2001 and October 1, 2001; 69,458 on July 24, 2001; and 5,390 shares
      on each of April 1, 2002, October 1, 2002 and April 1, 2003.
(16)  All options granted prior to the fiscal 2000 restricted stock grants were
      forfeited in connection with such grants.
(17)  As of February 3, 2001, the value of restricted stock held by Ms. Waechter
      was $312,559. Her fiscal 2000 restricted stock grants include 55,566
      shares (after conversion of dELiA*s Inc. stock to dELiA*s Corp. stock in
      the November 2000 merger) that vest in less than three years from the date
      of grant on the following dates: 18,522 shares on April 3, 2001, 2002 and
      2003.
(18)  Options to purchase common stock of dELiA*s Inc. which were forfeited in
      connection with the fiscal 2000 restricted stock grants.

                        OPTION GRANTS IN LAST FISCAL YEAR

            The following table sets forth certain information with respect to
individual grants of stock options made during fiscal 2000 to each of the named
executive officers who received stock option grants in such year. Unless
otherwise noted below, all options granted represent options to purchase shares
of our common stock. We did not make any SAR grants in fiscal 2000. Grants of
options to purchase common stock of dELiA*s Inc. have been adjusted by
multiplying the number of shares originally covered by such options times 1.715,
the exchange ratio in the merger recombining the businesses of dELiA*s Inc. and
iTurf Inc., and the exercise price has been divided by 1.715.

<TABLE>
<CAPTION>

                                               PERCENT OF
                                                 TOTAL
                                NUMBER OF        OPTIONS                                POTENTIAL REALIZABLE VALUE
                                SECURITIES     GRANTED TO    EXERCISE                    AT ASSUMED ANNUAL RATES OF
                                UNDERLYING      EMPLOYEES     PRICE                      STOCK PRICE APPRECIATION
                                 OPTIONS        IN FISCAL     (PER      EXPIRATION         FOR OPTION TERM (2)
NAME                            GRANTED(#)       YEAR(1)      SHARE)       DATE      ---------------------------------
                                                                                            5%              10%

<S>                              <C>                <C>        <C>       <C>             <C>             <C>
Stephen I. Kahn                  301,563            19%        $0.69     11/27/10        $130,385        $330,422

Christopher C. Edgar              43,125             3%        $0.69     11/27/10        $ 18,646        $ 47,252

Estelle DeMuesy                   68,600 (3)         5%        $3.68      3/1/10         $158,798        $402,425

Dennis Goldstein                 237,513            15%        $0.69     11/27/10        $102,692        $260,243

Evan Guillemin                   243,125            15%        $0.69     11/27/10        $105,119        $266,392

Patricia Waechter                102,900 (3)         7%        $3.0248     4/3/10        $195,745        $496,055
</TABLE>

----------
(1)   The calculation for dELiA*s Inc. grants only includes pre-merger grants of
      options to purchase common stock of that entity, while the calculation for
      dELiA*s Corp. grants only includes post-merger grants of options to
      purchase Class A common stock of dELiA*s Corp.
(2)   The assumed annual rates of appreciation of 5% and 10% would result in the
      price of a share of our Class A common stock increasing from $3.375 at
      February 3, 2001 to $5.50 and $8.75, respectively, over ten years.
(3)   Options to purchase common stock of dELiA*s Inc. that were forfeited in
      connection with the fiscal 2000 restricted stock grants.


                                       7
<PAGE>

                          FISCAL YEAR-END OPTION VALUES

    The following table presents certain information concerning unexercised
options held by the named executive officers as of February 3, 2001. None of the
named executive officers exercised options during fiscal 2000.

<TABLE>
<CAPTION>

                               NUMBER OF SECURITIES     INTRINSIC VALUE OF UNEXERCISED
                              UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                 OPTIONS AT FISCAL            AT FISCAL YEAR-END
                               YEAR-END EXERCISABLE/             EXERCISABLE/
NAME                               UNEXERCISABLE                UNEXERCISABLE
---------------------------------------------------------------------------------------
<S>                              <C>                         <C>
Stephen I. Kahn                  113,087 / 188,476           $303,921 / $506,529

Christopher C. Edgar              16,173/ 26,952                43,465/ 72,434

Estelle DeMuesy                    4,000/ 16,000                   -- /--

Dennis Goldstein                  47,618/ 189,895              127,973/ 510,343

Evan Guillemin                     -- / 243,125                 -- / 653,398

Patricia Waechter                     -- /--                       -- /--
</TABLE>


COMPENSATION OF DIRECTORS

      We pay our non-employee directors $2,000 for each board of directors
meeting attended and reimburse them for all reasonable out-of-pocket expenses
incurred in connection with their attendance at full board and board committee
meetings. Under our stock incentive plan, each non-employee director is granted
an option to purchase 50,000 shares of Class A common stock with an exercise
price equal to the fair market value of the Class A common stock on the date of
grant. All options granted to non-employee directors become exercisable with
respect to 12.5% of the covered shares on each of the first eight six-month
anniversaries of the date of grant, assuming the non-employee director is a
director on those dates. Directors who were originally appointed to the dELiA*s
Inc. board of directors were granted options to purchase 40,000 shares of the
common stock of dELiA*s Inc. (converted in the merger to options to purchase
68,600 shares of Class A common stock of dELiA*s Corp.) vesting in equal
installments of 20% each on the first five anniversary dates of the grant. Those
options generally will cease to be exercisable 10 years from the date of grant.
Upon a "change of control" of dELiA*s Corp., all options that have not yet
expired will automatically become exercisable unless our board of directors or
the Compensation Committee determines otherwise. The iTurf board of directors
authorized special compensation for the members of iTurf's special committee
formed in connection with the proposed recombination of dELiA*s Inc. and iTurf
Inc., consisting of $40,000 for Doug Platt, the chairperson of the special
committee, and $25,000 for Timothy Nye and Thomas Evans, the other committee
members. Directors who are our employees or members of the Kahn family are not
compensated for services as directors.

EMPLOYMENT AGREEMENTS

On April 24, 2001, we entered into a new employment agreement with Mr. Kahn
agreeing to employ him as our Chief Executive Officer and executive chairman
of our board of directors until December 31, 2006. Mr. Kahn receives a salary
of $270,000 annually, subject to an annual increase of 5%. If we terminate
Mr. Kahn without cause or he resigns for good reason, he would be entitled to
continued payment of his base salary for the remainder of the term of his
contract, but in no event for less than one year. Upon a change of control of
dELiA*s Corp., Mr. Kahn is entitled to continued payment of his base salary
for the remainder of the term of his employment agreement, but in no event
for less than two years. In addition, all of Mr. Kahn's restricted stock and
options vest immediately upon (i) termination due to Mr. Kahn's death or
disability, (ii) termination by us without cause, (iii) resignation by Mr.
Kahn for good reason or (iv) a change of control of dELiA*s Corp. Under his
contract, we also provide Mr. Kahn with life insurance, the use of two cars,
reimbursement (including a tax gross-up) for up to $40,000 for various
professional services, and a gross-up for any excise tax payable by Mr. Kahn
under section 280(G) of the Internal Revenue Code of 1986, as amended.

                                       8
<PAGE>


On May 7, 2001, we entered into an employment agreement with Ms. Weiss,
agreeing to employ her as our President for a term of three years. In
addition, we agreed to cause her to be appointed as a member of our board of
directors and Mr. Kahn agreed to vote all shares of our Class A common stock
under his control in favor of her appointment as a director in any meeting of
our stockholders. Ms. Weiss receives an annual salary of $400,000 in her
first year of employment, increasing to $450,000 in her second year and
$475,000 in her third. She is eligible to a receive a cash bonus equal to
100% of her salary on March 31 of each year of her employment, pro rated in
her first year for the commencement of her employment. One hundred percent of
the bonus is guaranteed in her first year of employment, and 20% is
guaranteed in her second year. Ms. Weiss also received a grant of 300,000
options and an award of 300,000 shares of restricted stock, each vesting over
four years at a rate of 120,000 options and restricted shares in year one,
90,000 in year two, 60,000 in year three and 30,000 in year four. The
contract also provides that Ms. Weiss will receive a second grant of options
to purchase 300,000 shares on the first anniversary of her employment,
vesting in equal installments over four years. If we terminate Ms. Weiss
without cause or she resigns for good reason, including upon a change of
control of dELiA*s Corp., she would be entitled to continued payment of his
base salary for the remainder of the term of her employment agreement, but in
no event for less than one year, and to payment of any guaranteed bonuses and
a pro rated portion of any bonus she would have received in the year of the
termination or resignation. In addition, all of Ms. Weiss' restricted stock
and options vest immediately upon a change of control of dELiA*s Corp. Under
her contract, we also provide Ms. Weiss with life insurance, reimbursement of
costs related to the use of a car and the weekly cost of airfare to and from
her home in Florida.

In connection with its initial public offering, dELiA*s Inc. (now known as
dELiA*s Group Inc.) entered into an employment agreement with Mr. Edgar as of
November 11, 1996, which was amended on September 15, 1998, October 18, 1999 and
June 9, 2000. Under the agreement as amended, we have agreed to employ Mr. Edgar
as an executive vice president until November 11, 2002. Under the agreement, Mr.
Edgar is entitled to a salary of $200,000 annually, although he has voluntarily
taken a reduction in pay to $150,000. Mr. Edgar is also provided with the use of
a car and is entitled to reimbursement for up to $20,000 in expenses for
education or professional services.

On October 27, 2000, we entered into an employment agreement with Mr. Guillemin
agreeing to employ him as an executive officer until October 31, 2003. Mr.
Guillemin receives a salary of $200,000 annually. Mr. Guillemin is entitled to
payment of his base salary for the lesser of two years or the remainder of his
employment term, but in no event less than one year, upon (i) termination due to
his death or disability, (ii) termination by us without cause, (iii) resignation
by Mr. Guillemin for constructive discharge (defined in the contract as a
material breach of a material provision of the contract). Upon a change of
control of dELIA*s Corp., Mr. Guillemin is entitled to payment of one year's
salary and all of the shares of restricted stock currently held by him vest
immediately. Under his contract, we also provide Mr. Guillemin with the use of a
car.

On April 5, 1999, we entered into an employment agreement with Mr. Goldstein
agreeing to employ him as the Chief Financial Officer of iTurf Inc., which
agreement was amended as of November 27, 2000, to provide that we will employ
Mr. Goldstein as our Chief Financial Officer until January 31, 2004.
Mr. Goldstein receives a salary of $240,000



                                       9
<PAGE>

annually under the amended agreement. Mr. Goldstein also received a payment
of $25,000 upon signing the amendment to his contract and we have agreed that
he will receive a bonus of no less than $50,000 in fiscal 2000 and 2001. If
we terminate Mr. Goldstein without cause or he resigns for good reason, he
would be entitled to continued payment of his base salary for the remainder
of the term of his contract. We also provide Mr. Goldstein with the use of a
car.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The Board of Directors has created a compensation committee, which
recommends to the Board the compensation to be paid to our executive officers in
their capacities as such. Awards made under our stock incentive plan are
approved by the compensation committee.

    The compensation committee currently consists of Clare Copeland and Joseph
J. Pinto. Prior to the recombination of dELiA*s Inc. and iTurf Inc., the board
of directors of dELiA*s Inc. had a compensation committee, which recommended to
the dELiA*s Inc. board of directors the compensation to be paid to executive
officers. The dELiA*s Inc. compensation committee consisted of Stephen I. Kahn,
Clare Copeland and Joseph J. Pinto. Mr. Kahn was Chief Executive Officer of
dELiA*s Inc. at the time he served on the dELiA*s Inc. compensation committee.

    Other than the foregoing, there were no compensation committee interlocks or
insider participation during fiscal 2000.



                                       10
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information as of May 30, 2001 with
respect to our Class A common stock beneficially owned by (i) each person we
know to be the beneficial owner of more than 5% of the shares of our Class A
common stock, (ii) each director individually, (iii) each named executive
officer individually and (iv) all executive officers and directors as a group.

<TABLE>
<CAPTION>

                                                       SHARES OF CLASS A COMMON STOCK
                                                             BENEFICIALLY OWNED
                                                     -----------------------------------

                                                                         PERCENTAGE
                                                          NUMBER            OWNED
                                                          ------            -----
NAME AND ADDRESS
5% STOCKHOLDERS
---------------
<S>                                                        <C>                   <C>
Stephen I. Kahn (1).................................       11,339,555            30.63%
  435 Hudson Street
  New York, New York 10014
Geraldine Karetsky (2)..............................        1,677,437              4.55
  1660 Silverking Drive
  Aspen, Colorado 81611

OTHER NAMED EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------------------

Christopher C. Edgar (3)............................        1,486,422              4.03
Estelle DeMuesy ....................................           54,616                 *
Dennis Goldstein (4)................................          310,339                 *
Evan Guillemin (5)..................................          465,240              1.26
Patricia Waechter ..................................           85,794                 *
Clare R. Copeland ..................................           66,885                 *
S. Roger Horchow ...................................           78,890                 *
Timothy U. Nye (6) .................................           12,500                 *
Joseph J. Pinto (7).................................           49,000                 *
Doug Platt (8) .....................................           12,500                 *
Directors and executive officers as a group (16
individuals)........................................       14,731,165            39.62%
</TABLE>

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

(1)   Includes (a) 6,274,370 shares of our Class A common stock directly owned
      by Mr. Kahn, (b) 150,783 shares of our Class A common stock which Mr. Kahn
      has an option to purchase which is exercisable (or will become exercisable
      within 60 days), (c) 68,600 shares of our Class A common stock that Mr.
      Kahn holds as trustee for the benefit of his minor children and (d)
      4,845,802 shares of our Class A common stock that Mr. Kahn has the sole
      power to vote and shared power to restrict distribution of pursuant to a
      stockholders agreement. In addition, as Chief Executive Officer and
      Chairman of the Board of dELiA*s Corp., Mr. Kahn may be deemed to share
      dispositive and voting power over 11,425,000 shares of our Class B common
      stock and 1,725,761 shares of our Class A common stock held by us and our
      subsidiaries. Under Delaware law, these shares have no voting rights while
      they are held by dELiA*s or our subsidiaries.

(2)   Includes 1,664,822 shares owned by Ms. Karetsky as trustee for the
      Geraldine Karetsky 2000 Trust, and 12,615 shares of our Class A common
      stock owned by Ms. Karetsky as trustee for The Ruth Kahn Trust f/b/o
      Sidney Kahn. Ms. Karetsky shares power to dispose of such shares.

(3)   Includes 21,546 shares that Mr. Edgar has an option to purchase which is
      exercisable (or will become exercisable within 60 days).

(4)   Includes 59,597 shares that Mr. Goldstein has an option to purchase which
      is exercisable (or will become exercisable within 60 days) and 133,480
      held by Mr. Goldstein's spouse and 4,000 shares that


                                       11
<PAGE>

      Mr. Goldstein's spouse has an option to purchase which is exercisable (or
      will become exercisable within 60 days).

(5)   Includes 5,391 shares that Mr. Guillemin has an option to purchase which
      is exercisable (or will become exercisable within 60 days).

(6)   Includes 12,500 shares that Mr. Nye has an option to purchase which is
      exercisable (or will become exercisable within 60 days).

(7)   Includes 25,725 shares of our Class A common stock which Mr. Pinto owns as
      trustee and which Mr. Pinto has the power to dispose of and vote.

(8)   Includes 12,500 shares that Mr. Platt has an option to purchase which is
      exercisable (or will become exercisable within 60 days).



                                       12
<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 us (the "Family Stockholders Agreement"). 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 our
stockholders. We believe the Family Holders, collectively, owned 30.63% of the
outstanding Class A common stock as of May 30, 2001. The Family Stockholders
Agreement will expire on December 18, 2006.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.




                                       13
<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 and
                                         Chief Executive Officer

Date: June 4, 2001





                                       14
<PAGE>

                                  EXHIBIT INDEX

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


                                       15
<PAGE>

10.14    Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated
         April 8, 1999 (incorporated by reference to Exhibit 10.2 to the iTurf
         Inc. registration statement on Form S-1 (Registration No. 333-71123))
10.15    Advertising Agreement between iTurf Inc. and America Online, Inc.,
         dated May 4, 1999 (incorporated by reference to Exhibit 10.16 to the
         iTurf Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended
         May 1, 1999) +
10.16    Construction Loan Agreement dated August 6, 1999, among dELiA*s
         Distribution Company, dELiA*s Inc. and Allfirst Bank (incorporated by
         reference to Exhibit 10.23 to the dELiA*s Inc. Quarterly Report on Form
         10-Q for the fiscal quarter ended July 31, 1999)
10.17    Mortgage Note dated August 6, 1999 made by dELiA*s Distribution Company
         in favor of Allfirst Bank (incorporated by reference to Exhibit 10.24
         to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
         quarter ended July 31, 1999)
10.18    Registration Rights Agreement between iTurf Inc. and MarketSource
         Corporation (incorporated by reference to Exhibit 10.19 to the iTurf
         Inc. Registration Statement on Form S-1 (Registration No. 333-90435))
10.19    Amendment No. 2 to Employment Agreement between dELiA*s Inc. and
         Christopher C. Edgar, dated October 18, 1999 (incorporated by reference
         to Exhibit 10.28 to the dELiA*s Inc. Quarterly Report on Form 10-Q for
         the fiscal quarter ended October 31, 1999)
10.20    Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Evan
         Guillemin, dated October 18, 1999 (incorporated by reference to Exhibit
         10.29 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
         quarter ended October 31, 1999)
10.21    Lease Agreement dated January 30, 2000 by and between iTurf Inc. and
         the State-Whitehall Company (incorporated by reference to Exhibit 10.20
         to the iTurf Inc. Annual Report on Form 10-K for the fiscal year ended
         January 29, 2000)
10.22    Amended and Restated Credit Agreement among dELiA*s Inc. and its
         subsidiaries set forth on Schedule 1 thereto and Congress Financial
         Corporation dated April 28, 2000 (incorporated by reference to the
         dELiA*s Inc. Current Report on Form 8-K dated May 2, 2000)
10.23    Amendment No. 3 to Employment Agreement between dELiA*s Inc. and
         Christopher C. Edgar, dated June 9, 2000 (incorporated by reference to
         Exhibit 10.36 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
         fiscal quarter ended April 29, 2000)
10.24    Employment Agreement between iTurf and Dennis Goldstein (incorporated
         by reference to Exhibit 10.13 to iTurf Inc. Registration Statement on
         Form S-1 (Registration No. 333-71123))
10.25*   Amendment Number 1 to Employment Agreement between dELiA*s Corp. (f/k/a
         iTurf Inc.) and Dennis Goldstein
10.26*   Amendment No. 1 to Amended and Restated Credit Agreement among dELiA*s
         Inc. and certain of its subsidiaries and Congress Financial
         Corporation, dated July 31, 2000
10.27*   Amendment No. 2 to Amended and Restated Credit Agreement among dELiA*s
         Inc. and certain of its subsidiaries and Congress Financial
         Corporation, dated November 10, 2000
10.28*   Amendment No. 3 to Amended and Restated Credit Agreement among dELiA*s
         Inc. and certain of its subsidiaries and Congress Financial
         Corporation, dated November 20, 2000
10.29*   Amendment No. 4 to Amended and Restated Credit Agreement among dELiA*s
         Inc. and certain of its subsidiaries and Congress Financial
         Corporation, dated January 19, 2001
10.30*   Amendment No. 5 to Amended and Restated Credit Agreement among dELiA*s
         Inc. and certain of its subsidiaries and Congress Financial
         Corporation, dated February 2, 2001
10.31*   Employment Agreement between Evan Guillemin and dELiA*s Inc. dated as
         of October 27, 2001
10.32*   Modification Agreement, dated as of May 4, 2001, among Allfirst Bank,
         dELiA*s Group Inc. and dELiA*s Distribution Company
10.33**  Employment Agreement among Andrea Weiss, dELiA*s Corp. and Stephen I.
         Kahn dated as of May 7, 2001
10.34**  Employment Agreement between dELiA*s Corp. and Stephen I. Kahn dated as
         of April 24, 2001
21*      Subsidiaries of the Registrant


                                       16
<PAGE>

23.1*    Consent of Ernst & Young LLP
23.2*    Consent of Deloitte & Touche LLP

----------
*  Previously filed
** Filed herewith









                                       17