EXHIBIT 10.51

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT(this "Agreement"), dated as of
May 12, 2003, by and betweendELiA*s Corp., a Delaware corporation, with its principal place of business at 435 Hudson Street, New York, New York
10014 (the "Company"), and the individual named onSchedule Ahereto residing at the address also
set forth onSchedule Ahereto ("Buyer").

PRELIMINARY STATEMENTS

A.    The
Company has authorized the sale of a certain number of shares of the Company's Class A common stock, par value $.01 per share ("Common
Stock") on the terms and subject to the conditions set forth in this Agreement;

B.    The
Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under
Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "1933 Act");

C.    Buyer
wishes to purchase, in the amounts and upon the terms and conditions stated in this Agreement, shares of Common Stock;

D.    Upon
the closing of the transactions contemplated hereby, the parties hereto will execute and deliver a Registration Rights Agreement in substantially the form attached
hereto asExhibit A(the "Registration Rights Agreement") pursuant to which the Company agrees to
provide certain registration rights under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws; and

E.    The
Company intends to enter into other agreements for the purchase and registration of securities with certain other buyers (the "Other
Buyers") and expects to complete the sale of shares of Common Stock to them;however, Buyer's obligations hereunder are not
expressly conditioned on the purchase by any or all of the Other Buyers of the Common Stock that they may agree to purchase from the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and Buyer hereby agree as follows:

1.PREAMBLES; PURCHASE AND SALE OF COMMON STOCK; EXECUTION OF PUT OPTION; CLOSING



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2.BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer
represents and warrants to the Company that:



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3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The
Company represents and warrants to Buyer that:



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4.COVENANTS



5.TRANSFER AGENT INSTRUCTIONS

Buyer
acknowledges that the Securities shall be "restricted" securities, the Stock Certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement, and
stop-transfer instructions have been given by the Company to its transfer agent with respect to the Securities. If Buyer provides the Company with an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, that registration of a resale by Buyer of any of the Securities is not required under the 1933 Act or any applicable state securities or blue
sky laws, the Company shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by Buyer.

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6.TERMINATION



7.GOVERNING LAW; MISCELLANEOUS



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If to the Company:

dELiA*s Corp.
435 Hudson Street
New York, New York 10014
Telephone: (212) 807-9060
Telecopy: (212) 590-6310
Attention: General CounselWith a copy to:

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Telephone: (212) 969-3000
Telecopy: (212) 969-2900
Attention: Jeffrey A. Horwitz, Esq.If to Buyer:

At Buyer's address set forth onSchedule A


Each
party shall provide notice to the other party of any change in address.



[SIGNATURES
APPEAR ON FOLLOWING PAGE]

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IN
WITNESS WHEREOF, Buyer and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.

| |  | "Company"    
| |  | -------------
| |  | dELiA*s Corp.
| |  | By:          
| |  | "Buyer"      
| |  |              
| |  | Name:        

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