Filed with the Securities and Exchange Commission on May 16, 2003

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-KANNUAL REPORT

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

For the fiscal year ended February 1, 2003

Commission file number 0-25347

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dELiA*s Corp.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                         |  | 13-3963754(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|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.    ý YES    o 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.    ý

Aggregate
market value of voting and non-voting common equity held by non-affiliates as of August 2, 2002, the last business day of the most recently
completed second fiscal quarter: $119,600,000. Such value is calculated using the closing price on the NASDAQ of $3.51.

Indicate
by check mark if the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2)    ý YES    o NO



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement pursuant to Regulation 14A, which statement will be filed not later than 120 days after the
end of the fiscal year covered by this Report, are incorporated by reference in Part III hereof.

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Statements contained in this document or incorporated by reference, including, without limitation, information appearing under "Part IItem
1Business" and "Part IItem 7Management's Discussion and Analysis of Financial Condition and Results of Operations," may be forward-looking statements
(within the meaning of Section 27A of the amended Securities Act of 1933 and Section 21E of the amended Securities Exchange Act of 1934). The words "believe," "plan," "intend," "expect"
and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of
this report. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Such risks and
uncertainties include, but are not limited to: the condition of the financial markets generally; access to financing to fund the operations and the expansion strategies of our business; future
conditions of the market for our common stock; the risk that our restructuring efforts will not produce savings from additional operating efficiencies in a timely fashion or at all; costs related to
the restructuring initiatives; our ability to reduce expenses successfully; the risk that cost reduction initiatives may lead to reduced service levels or product quality, which could have an adverse
impact on revenues; increases in the cost of materials, printing, paper, postage, shipping and labor; timing and quantity of catalog and electronic mailings; response rates; our ability to leverage
investments made in infrastructure to support expansion; possibility of increasing comparable store sales; adverse weather conditions and other factors affecting retail stores generally; the ability
of our computer systems to scale with growth in online traffic; difficulty in integrating new technologies; our ability to retain key personnel; levels of competition; general economic conditions;
changes in consumer spending patterns; our ability to anticipate and respond to fashion trends; our dependence on third parties; and other factors detailed elsewhere in this report. These factors, and
other factors that appear in this document including, without limitation, under "Risk Factors," could affect our actual results and could cause our actual results to differ materially from those
expressed in any forward-looking statements made by us or on our behalf. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise.

We file reports and other information with the Securities and Exchange Commission pursuant to the information requirements of the Securities Exchange Act of 1934.
Readers may read and copy any document we file at the SEC's public reference room in Washington D.C. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. Our filings are also available to the public from commercial document retrieval services and at the SEC's website at www.sec.gov.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to such reports are available on our internet website free of charge. Our website address is www.dELiAs.cOm. The information available at our website is not incorporated by reference in
this report.

This report may include or incorporate by reference market data related to the industries in which we are involved. This data has been derived from studies
published by market research firms, trade associations and other organizations. These organizations sometimes assume events, trends and activities will occur and project information based on those
assumptions. If any of their assumptions are wrong, their projections may also be wrong.

In May 1999, we announced a change in our fiscal year to the 52 or 53 weeks ended on the Saturday closest to January 31 following the corresponding
calendar year. For example, references to "fiscal 2002" in this report mean the period from February 3, 2002 to February 1, 2003. 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 financial statements of
dELiA*s Corp. contained herein are the historical financial statements of dELiA*s Inc. with earnings per share restated to reflect the transaction. See Note 1 of Notes to Consolidated
Financial Statements.

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PART I

Item 1. Business

Overview

We are a multichannel retailer that markets apparel, accessories and home furnishings to teenage girls and young women. We reach our customers through the dELiA*s
catalog, www.dELiAs.cOm and the dELiA*s retail stores. In fiscal 2002, dELiA*s Direct (which includes the operations of our dELiA*s
catalog and our dELiAs.cOm e-commerce site) provided 49% of our consolidated net sales and dELiA*s Retail provided 51%.

Consolidated Sales.Apparel sales represented 79% of our fiscal 2002 consolidated net sales. Sales of accessories represented
10% of our fiscal 2002 consolidated net sales. No other product category represented more than 10%.

Merchandising.Our dELiA*s catalogs, retail stores and e-commerce pages feature a broad assortment of
merchandise, ranging from basics, such as jeans, shorts and t-shirts, to more fashion oriented apparel and accessories, such as woven and knit junior dresses, swimwear, sunglasses,
watches, costume jewelry and cosmetics, to enable our customers to fulfill many of their fashion needs. dELiA*s also offers home furnishings, light furniture and household articles to teen girls and
young women. While we continue to offer recognized and emerging brands purchased from third-party vendors, we also continue to increase our focus on dELiA*s-branded merchandise that we
source directly from manufacturers or purchase from third-party vendors for sale under the "dELiA*s" label. We present merchandise in coordinated groupings to encourage customers to create outfits,
which we believe increases average purchase size and enhances sales.

Catalog and Internet Offerings.In fiscal 2002,dELiA*scatalog circulation
was 34 million. Our distinctive catalogs and dELiAs.cOm Web site include detailed product descriptions and specifications, full color photographs and pricing information. They are designed to
create a unique and entertaining shopping experience and to offer customers more than the typical apparel catalog or Web site by combining the feel and editorial flair of a magazine or web/zine with
the convenience of at-home shopping.

We
mail our catalogs to persons listed in our proprietary database, as well as to persons from lists rented primarily from other direct mailers to customers with children and high
household income. We have recently changed our mailing strategy for catalog requesters so that they receive two mailings. Based on the results of those mailings, we model the customer on a demographic
basis that helps us determine the number of additional mailings, which ranges from two to six.

Retail Stores.As of February 1, 2003, we operated 68 dELiA*s stores, including six outlet stores, in 22 states. These
stores range in size from 2,500 to 5,100 square feet with an average size of approximately 3,700 square feet.

Our
retail stores have point-of-sale terminals that transmit information daily on sales by item, color and size. We evaluate this information, together with
merchandise statistics reports, when making merchandising decisions regarding reorders of fast-selling items and merchandise allocations.

Proprietary Database Development.We have developed our proprietary customer database primarily through referrals,
word-of-mouth, catalog requests, on-line membership programs and targeted classified advertising in selected magazines, including SeventeenandYM. During
fiscal 2002, approximately 1.6 million new names were added to our
database. As of February 1, 2003, our proprietary database included approximately 14.6 million names, approximately 10.1 million of which have made a purchase or requested a
catalog. Our database contains a person's name, gender, residence, presence of children, child's approximate age, family status, household income, credit rating

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and
historical transaction data (including, among other things, referral source, history of orders, payment method, average order size and product purchase information). Whenever possible, we also
gather additional demographic data and e-mail addresses. We currently have 1.5 million e-mail recipients of a newsletter that is sent several times per week. We are
committed to protecting the privacy of our customers. Our privacy policy is available on our dELiAs.cOm website.

Contact Center Operations.We provide our dELiA*s Direct customers with toll-free telephone access as well as
around-the-clock fax and web service. Our contact center in Ohio currently has 100 seats, which is expandable to 120. At our peak in the holiday season, our staff currently
have the capacity to handle 1,450 calls per hour. Such capacity is expandable to 1,700. Our representatives process orders directly into our management information system.

Distribution and Fulfillment.Our customer orders and retail stock shipments are processed through our warehouse and
fulfillment center in Hanover, Pennsylvania. For fiscal 2002, we shipped an average of 23,000 units to retail stores and 5,000 customer packages per day from this center. Our busiest shipping days for
dELiA*s Retail and Direct involved 50,000 units to retail stores and 14,000 customer packages, respectively. We use an integrated picking, packing and shipping system with a live connection to our
direct order entry and retail systems. The system monitors the in-stock status of each item ordered, processes orders and retail stock requests and generates warehouse selection tickets
and packing slips for order and retail stock fulfillment operations.

A
majority of our catalog and Internet orders are shipped within 48 hours of credit approval. In cases in which the order is placed using another person's credit card and it
exceeds a specified threshold, the order is shipped only after we have received confirmation from the cardholder. Customers generally receive orders within three to ten business days after shipping.
Our shipments are generally carried to customers by United Parcel Service and the United States Postal Service.

For
fiscal 2002, merchandise returns were approximately 17% of shipped sales in our dELiA*s Direct segment and 9% of sales in our dELiA*s Retail segment. Return experience is closely
monitored to identify trends in product offerings, product defects and quality issues. As of May 10, 2003, the dELiA*s Direct channel had approximately $700,000 in backorders as compared to
approximately $350,000 a year earlier.

Inventory Liquidation.We have excess inventory in varying degrees over the course of the year. We mail sale catalogs, run
promotional sales of excess items and sell excess inventory through our outlet stores and our online discount service, Discount Domain. We have also used third-party liquidators, event sales and
charitable donations to dispose of excess inventory and may consider other liquidation options in the future.

Intellectual Property

We have registered the dELiA*s name, stylized logo and daisy symbol, among other trademarks, with the U.S. Patent and Trademark Office. We use the trademarks,
tradenames, logos and endorsements of our suppliers with their permission. While we do from time to time receive notices of alleged infringement of other people's intellectual property rights, we are
not aware of any pending material conflicts concerning our marks or our use of others' intellectual property.

Competition

Our industry is highly competitive and we expect competition to increase. We compete with traditional department stores, as well as specialty retailers, for teen
and young adult customers. We also compete with other direct marketers and other e-commerce companies, some of which may specifically target our customers. Many of our competitors are
larger than us and have substantially greater financial, distribution and marketing resources. Increased competition could result in pricing pressures,

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increased
marketing expenditures and loss of market share. We believe our success will depend, in part, on our ability to adapt to new technologies and to respond to competitors' actions in these
areas.

Employees

As of February 1, 2003, we had approximately 1,350 full-time and part-time employees. None of our employees are represented by a
collective bargaining unit. We consider our relations with our employees to be good.

Risk Factors

The following principal risk factors should be considered carefully in addition to the other information contained in this report by
prospective investors or current stockholders evaluating an investment in our common stock. The risks and uncertainties described below are not the only ones facing our company and our stockholders.
Additional risks and uncertainties may also adversely impair our business operations. In addition, actual results of our business could differ materially from those described as a result of the
following risk factors and those described in the section entitled "Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations."

We may need additional capital, which may not be available, and additional capital could dilute stockholders

Historically, we have financed our business operations primarily through the sale of equity and bank loans. Recently, we received a $16.5 million advance
when we entered into a licensing agreement and a $2.7 million equity contribution from an group of our officers and directors, who also provided us with a put option to sell our distribution
center. As a result of these transactions, along with a recent amendment to our credit facility and an expected refinancing of our mortgage, we believe that available cash on hand and available
borrowings will enable us to maintain our currently planned operations. However, in the event of lower than expected sales or higher than expected expenses or in the event of material changes to our
vendor payment terms, it is likely that we would need to raise additional funds to finance our operations. We are currently in compliance with the covenants of our credit agreement with Wells Fargo
Retail Finance LLC, as amended, and received a waiver from Allfirst Bank of the financial covenant in our mortgage loan agreement. However, if our business was to deteriorate and we were to fail to
comply with the financial covenants under our credit agreement, we may not continue to have access to these sources of funding. Additional debt or equity financing may not be available in sufficient
amounts or on terms acceptable to us, or at all, and any equity-based financing may be considered dilutive to our current stockholders.

We may fail to anticipate and respond to fashion trends and the tastes of our customers

Our failure to anticipate, identify or react to changes in styles, trends or brand preferences of our customers may result in lower revenue from reduced sales and
promotional pricing. Our success depends, in part, on our ability to anticipate the frequently-changing fashion tastes of our customers and to offer merchandise and services that appeal to their
preferences on a timely and affordable basis. If we were to misjudge our offerings, our image with our customers would be materially adversely affected. Poor customer reaction to our products or our
failure to source these products effectively would have a material adverse effect on our business.

Our historical growth may continue to present operational, management and inventory challenges

Our historical growth has placed significant demands on our management and other administrative, operational and financial resources. Operation of a greater
number of retail stores, expansion into new geographic markets and online expansion may continue to present competitive and merchandising challenges to our existing businesses. Expansion also required
further investment in infrastructure and

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marketing
for our direct and retail businesses. Such investments increase our operating expenses, which could have a material adverse effect on the results of our business if anticipated sales do not
materialize, and could require us to seek additional capital. There can be no assurance that we would be able to obtain this financing on acceptable terms or at all.

We may be delisted from the NASDAQ stock exchange

On November 12, 2002, we received notice from The Nasdaq Stock Market that the bid price of our common stock had closed at less than $1.00 per share over
the previous 30 consecutive days, and, as a result, we did not comply with Marketplace Rule 4450(a)(5). In accordance with the Marketplace Rules, we had until May 12, 2003 to regain
compliance. On May 13, 2003 we received notice from The Nasdaq Stock Market that we have not regained compliance and a determination to delist. On May 15, 2003 we requested a hearing to
appeal the determination to delist. This request for a hearing has stayed the delisting pending a determination by the Nasdaq Hearing Panel. Pending such determination, our shares will continue to be
listed on The Nasdaq National Market. There can be no assurances, however, as to the outcome of any appeal. If our stock were to be delisted, shareholders would be adversely affected by the resulting
reduction in liquidity.

Seasonal, cyclical and quarterly fluctuations make it difficult to predict future results.

We experience seasonal and cyclical fluctuations in our revenues and results of operations. For example, sales of apparel, accessories and footwear are generally
lower in the first half of each year. In addition, due to the cyclical nature of our businesses and our sensitivity to consumer spending patterns, purchases of apparel and accessories tend to decline
during recessionary periods and may decline at other times. Consequently, our results of operations from quarter to quarter may not be comparable.

Our
quarterly results may also fluctuate as a result of a number of other factors, including:



As
a result of seasonal and cyclical patterns and the other factors described above, you should not rely on quarter-to-quarter comparisons of our results of
operations as indicative of our future performance. In addition, it is possible that in some future periods our results of operations may be below the expectations of public market analysts and
investors, which could adversely affect our stock price.

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We have a limited operating history on which an investor can evaluate our business

We opened the first full-priced dELiA*s retail store in February 1999, and the majority of our dELiA*s retail stores were opened after fiscal
2000. As a result, we do not have substantial data regarding comparable store sales, which is an important measure of performance for a retail company. Because of our limited history as an operator of
retail stores and the limited data available to assess the trends in individual store performance, there can be no assurances of our ability to run these stores profitably. In addition, failure to
expand the numbers of dELiA*s retail stores will limit our ability to leverage our infrastructure and would have a material adverse effect on our financial condition and results of operations.

In
addition, we did not begin selling merchandise on the Internet until May 1998.

As
a result of these factors, our future revenues are difficult to forecast. Any shortfall in revenues may have a material adverse effect on our business and would likely affect the
market price of our common stock in a manner unrelated to our long-term operating performance.

We are party to class action litigation and may continue to be objects of securities class action litigation due to our volatile stock price

We are currently party to two purported class action litigations. The first was originally filed in two separate complaints in Federal District Court for the
Southern District of New York in 1999 against dELiA*s Inc. and certain of its officers and directors. These complaints were consolidated. The consolidated complaint alleges, among other things,
that the defendants violated Rule 10b-5 under the Securities Exchange Act of 1934 by making material misstatements
and by failing to disclose certain allegedly material information regarding trends in the business during part of 1998. The parties have reached an agreement in principle on a settlement of the
action. That agreement has not yet been memorialized and will not become effective until a stipulation of settlement is executed by all parties and finally approved by the Court, after notice is given
and an opportunity to object and a hearing has been accorded to all interested parties. On December 9, 2002, the Court entered an Order discontinuing the action ("Order of Discontinuance"),
without prejudice to any party to apply to the Court on five days' notice to restore the action to the trial calendar if the settlement is not consummated within 45 days. By Order dated
March 19, 2003, the Court extended the Order of Discontinuance until 30 days following the date on which the pending settlement is approved by the Court. The parties are continuing to
negotiate over certain terms and conditions of the settlement, and the settlement papers have not been submitted for Court approval. There can be no assurances that the settlement will be completed.
The claim and proposed settlement are covered under our insurance policy. However, if the settlement is not completed, we cannot predict the outcome of any litigation or whether the resolution of the
litigation could have a material adverse effect on our business.

The
market price of our common stock has fluctuated in the past and may continue to be volatile. In the past, we and other companies that have experienced volatility in the market price
of their stock have been the objects of securities class action litigation. Additional class action litigation could have material adverse effects on our business.

We rely on third-party vendors for merchandise

Our business depends on the ability of third-party vendors and their subcontractors or suppliers to provide us with current-season, brand-name apparel
and merchandise at competitive prices, in sufficient quantities, manufactured in compliance with all applicable laws and of acceptable quality. We do not have long-term contracts with any
supplier and are not likely to enter into these contracts in the foreseeable future. In addition, many of the smaller vendors that we use have limited resources,

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production
capacities and operating histories. As a result, we are subject to the following risks, which could have a material adverse effect on our business:



A
portion of our merchandise is sourced from factories in the Far East and Latin America. These goods will be subject to existing or potential duties, tariffs or quotas that may limit
the quantity of some types of goods which may be imported into the United States from countries in those regions. We will increasingly compete with other companies for production facilities and import
quota capacity. Sourcing more merchandise abroad will also subject our business to a variety of other risks generally associated with doing business abroad, such as political instability, currency and
exchange risks and local political issues. Our future performance will be subject to these factors, which are beyond our control. Although a diverse domestic and international market exists for the
kinds of merchandise sourced by us, there can be no assurance that these factors would not have a material adverse effect on our results of operations. We believe that alternative sources of supply
would be available in the event of a supply disruption in one or more regions of the world. However, we do not believe that, under current circumstances, entering into committed alternative supply
arrangements is warranted, and there can be no assurance that alternative sources would in fact be available at any particular time.

Our chief executive officer holds substantial equity in the company and may use his influence in ways that are not consistent with the interests of
other stockholders

Stephen I. Kahn, our Chief Executive Officer, holds or has the right to vote in the aggregate approximately 27% of our Class A common stock, net of
treasury stock and stock held by subsidiaries. Accordingly, Mr. Kahn may have substantial influence over the company and may exercise his influence in ways that might not be consistent with the
interests of other stockholders.

We may have difficulty attracting and retaining key personnel

Our success will depend on the continued service of our key senior management personnel. Loss of the services of our senior management personnel, including
Stephen I. Kahn, Chairman of our board of directors and Chief Executive Officer and Evan Guillemin, Chief Financial Officer, or other key employees would have a material adverse effect on our
business.

We may not be able to attract new customers to replenish our customer base

Our customers are primarily teens and young adults. As these individuals age beyond their teens, they may no longer purchase products aimed at younger
individuals. Accordingly, we must constantly update our marketing efforts to attract new, prospective teen and young adult customers. Failure to attract new customers would have a material adverse
effect on our business.

Our catalog response rates may decline

Catalog response rates usually decline when we mail additional catalog editions within the same fiscal period. Response rates also decline in geographic regions
where we open new stores. As we open additional new stores, we expect aggregate catalog response rates to decline further. In addition, as we continue to increase the number of catalogs distributed or
mail our catalogs to a broader group of new potential customers, we have observed that these new potential customers respond at lower rates than

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existing
customers have historically responded. These trends in response rates have had and are likely to continue to have a material adverse effect on our rate of sales growth and on our
profitability and could have a material adverse effect on our business.

Our industries are highly competitive

The apparel and accessories industry is highly competitive, and we expect competition to increase. As a result of this competition, we may experience pricing
pressures, increased marketing expenditures and loss of market share, which would have a material adverse effect on our business.

We
compete with traditional department stores, as well as specialty retailers, for teen and young adult customers. We also compete with other direct marketers and e-commerce
companies, some of which may specifically target our customers. In addition, because there are few barriers to entry in the teen apparel and accessories market, we could face competition from
manufacturers of apparel and accessories, including our current vendors, who could market their products directly to retail customers or make their products more readily available in competitor
catalogs, Web sites and retail stores.

We
cannot assure you that we will be able to compete successfully with these companies or that competitive pressures will not materially and adversely affect our business. We believe
that our ability to compete depends upon many factors, including the following:



Many
of our competitors are larger and have substantially greater financial, distribution and marketing resources than us. Our competitors may develop products or services that are equal
or superior to, or achieve greater market acceptance than, ours. Our competitors could also enter into exclusive distribution arrangements with our vendors and deny us access to these vendors'
products. These factors may have a material adverse effect on our business.

We rely on information and telecommunications systems, which are subject to disruption

The success of our direct marketing and retail store businesses depends, in part, on our ability to provide prompt, accurate and complete service to our customers
on a competitive basis, and to purchase and promote products, manage inventory, ship products, manage sales and marketing and maintain efficient operations through our telephone and management
information systems. In addition, the success of our e-commerce business depends, in part, on our ability to provide a consistently prompt and user-friendly experience to our
customers, with a minimum of technical delays or disruptions.

Our
operations therefore depend on our ability to maintain our computer and telecommunications systems and equipment in effective working order. Any sustained or repeated system failure
or interruption would have a material adverse effect on sales and customer relations.

Unanticipated
problems affecting our systems have caused from time to time in the past, and in the future could cause, disruptions in our services. These system interruptions could
result from the failure of our telecommunications providers to provide the necessary data communications capacity in the time frame we require or from events such as fire, power loss, water damage,
telecommunications failures, vandalism and other malicious acts, and similar unexpected adverse occurrences. Any damage or failure that interrupts or delays our operations could have a material
adverse effect on our business.

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Strikes or other service interruptions affecting third-party shippers would impact our ability to deliver merchandise on a timely basis

We rely on third-party shippers, including the United States Postal Service and United Parcel Service, to ship merchandise to our customers. Strikes or other
service interruptions affecting our shippers would affect our ability to deliver merchandise on a timely basis and could have a material adverse effect on our business.

We depend on the storage of personal information about our customers, and proposed legislation may limit our ability to capture and use such customer
information

Web sites typically place identifying data, or "cookies," on a user's hard drive without the user's knowledge or consent. dELiAs.cOm and other Web sites use
cookies for a variety of reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our
sales and marketing efforts.

Most
currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drives. In addition, some commentators, privacy
advocates and governmental bodies have suggested limiting or eliminating the use of cookies. Furthermore, the European Union recently adopted a directive addressing data privacy that may limit the
collection and use of information regarding Internet users. Any of these actions may limit our ability to collect and use information about our customers, which could have a material adverse effect on
our business.

Recently,
there has been increasing public concern regarding the compilation, use and distribution of information about teens and children. Federal legislation has been introduced in the
U.S. Congress that proposes restrictions on persons, principally list brokers, that sell, purchase or otherwise use for commercial purposes personal information about teens under the age of 16 and
children. List brokerage is not currently a material part of our business but we do market to persons whose names are derived from purchased or rented lists. We may increase our use of purchased and
rented lists or,
in the future, decide to increase our list brokerage business. Consequently, the proposed legislation, or other similar laws or regulations that may be enacted, could impair our ability to collect
customer information, use that information in the course of our business or profit from future plans to sell customer information, which could have a material adverse effect on our business.

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We may become subject to currency, political, tax and other uncertainties as we expand internationally

We distribute our dELiA*s catalogs in Japan and Canada and plan to explore distribution opportunities in other international markets. Our dELiAs.cOm Web site are
visited by a global audience. Our international business is subject to a number of risks of doing business abroad, including:



Furthermore,
expansion into new international markets may present competitive and merchandising challenges different from those we currently face. We cannot assure you that we will
expand internationally or that any such expansion will result in profitable operations.

We may be required to collect sales tax

At present, we do not collect sales or other similar taxes in respect of direct shipments of goods to consumers into most states. However, various states have
sought to impose state sales tax collection obligations on out-of-state direct mail companies. A successful assertion by one or more states that we should have collected or be
collecting sales taxes on the direct sale of our merchandise would have a material adverse effect on our business.

We may not be adequately protected against infringement of our intellectual property, which is essential to our business

We regard our service marks, trademarks, trade secrets and similar intellectual property as critical to our success. We rely on trademark and copyright law, trade
secret protection and confidentiality, license and other agreements with employees, customers, strategic partners and others to protect our proprietary rights, and have also pursued and applied for
the registration of our trademarks and service marks in the United States. The steps we have taken to protect our intellectual property may not be adequate, and third parties may infringe or
misappropriate our copyrights, trademarks and similar proprietary rights. In addition, effective trademark, service mark, copyright and trade secret protection may not be available in every country in
which our products and services are made available.

We may become subject to liability for infringing third-party intellectual property rights

From time to time we receive complaints that we have infringed on third-party intellectual property rights. Our reliance on independent vendors makes it difficult
to guard against infringement and we have occasionally agreed to refrain from selling some merchandise at the request of third parties alleging infringement. To date, these claims have not had a
material adverse effect on our business. However, future infringement claims, if directed at key items of our merchandise or our material intellectual property, could have a material adverse effect on
our business.

Our business may be adversely affected by fluctuations in postage and paper expenses

Significant increases in paper or catalog delivery costs would have a material adverse effect on our business.

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Delaware law and our organizational documents and stockholder rights plan may inhibit a takeover

Provisions of Delaware law, our Restated Certificate of Incorporation or our bylaws could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders.

In
addition, our board of directors has adopted a stockholder rights plan, the purpose of which is to protect stockholders against unsolicited attempts to acquire control of us that do
not offer a fair price to all of our stockholders. The rights plan may have the effect of dissuading a potential acquirer from making an offer for our common stock at a price that represents a premium
to the then current trading price.

We may be exposed to potential liability over privacy concerns

Despite the display of our privacy policy on our dELiAs.cOm Web site, any penetration of our network security or misappropriation of our customers' personal or
credit card information could subject us to liability. We may be liable for claims based on unauthorized purchases with credit card information, impersonation or other similar fraud claims. Claims
could also be based on other misuses of personal information, such as for unauthorized marketing purposes. These claims could result in litigation, which could divert management's attention from the
operation of our business and result in the imposition of significant damages.

In
addition, the Federal Trade Commission and several states have investigated the use by Internet companies of personal information. In 1998, the U.S. Congress enacted the Children's
Online Privacy Protection Act of 1998. The Federal Trade Commission recently promulgated final regulations interpreting this act. We depend upon collecting personal information from our customers and
we believe that the regulations under this act will make it more difficult for us to collect personal information from some of our customers. Any failure to comply with this act may make us liable for
substantial fines and other penalties. We could also incur expenses if new regulations regarding the use of personal information are introduced or if our privacy practices are investigated.

We are subject to certain risks in connection with our dELiAs.com website

There are certain risks and difficulties that we may encounter as a company in the new and rapidly evolving e-commerce market. These risks include our
ability to:



If
we do not successfully manage these risks, our business could be materially adversely affected. We cannot assure you that we will successfully address these risks or that our Internet
business strategy will be successful.

12

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Item 2. Properties

The following table sets forth information regarding the principal facilities, excluding retail stores, that we used during fiscal 2002. Except for the property
in Hanover, PA, which we own, all such facilities are leased. We believe our facilities are well maintained and in good operating condition.

|Location             |  | Use                                            |  | Appr. Sq.
Footage |  | Lease
Expiration Date |  
|-------------------- |  | ---------------------------------------------- |  | ----------------- |  | --------------------- | -
|New York, NY         |  | Corporate offices                              |  | 45,000            |  | 2007                  | *
|Hanover, PA          |  | Warehouse, fulfillment and distribution center |  | 400,000           |  |                      |  
|Westerville, OH      |  | Contact center                                 |  | 15,000            |  | 2007                  |  
|Hayward, CA          |  | Storybook Heirlooms distribution center        |  | 33,000            |  | 2003                  | @
|New York, NY         |  | iTurf offices                                  |  | 25,000            |  | 2011                  | ^
|Long Island City, NY |  | Call center                                    |  | 25,000            |  | 2009                  | ¥

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Item 3. Legal Proceedings

In 1999, two separate purported securities class action lawsuits were filed against dELiA*s Inc. and certain of its officers and directors, and one former
officer of a subsidiary. The original complaints were filed in Federal District Court for the Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine Padgett on
June 3, 1999. The suits were consolidated into a single class action and an amended and consolidated complaint was filed on March 22, 2000. The complaint in this lawsuit purports to be a
class action on behalf of the purchasers of our securities during the period January 20, 1998 through September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder by making material misstatements and by failing to disclose allegedly material information
regarding trends in our business. The complaint also alleges that the individual defendants are liable for those violations under Section 20(a) of the Securities Exchange Act. The complaint
seeks unspecified damages, attorneys' and experts' fees and costs, and such other relief as the court deems proper. On April 14, 2000, dELiA*s Inc. and the other named defendants filed a
motion to dismiss the lawsuit. The motion to dismiss was denied on March 29, 2001. By order dated December 10, 2001, the court certified the class. We filed our answer to the
consolidated amended complaint in February 2002 and merit discovery was completed in May 2002 and all other discovery was completed in September 2002. The parties have reached an
agreement in principle on a settlement of the action. That agreement has not yet been memorialized and will not become effective until a stipulation of settlement is executed by all parties and
finally approved by the Court, after notice is given and an opportunity to object and a hearing has been accorded to all interested parties. On December 9, 2002, the Court entered an Order
discontinuing the action ("Order of Discontinuance"), without prejudice to any party to apply to the Court on five days' notice to restore the action to the trial calendar if the settlement is not
consummated within 45 days. By Orders dated January 17, January 30 and March 19, 2003, the Court extended the Order of Discontinuance until 30 days following the
date on which the pending settlement is approved by the Court. The parties are continuing to negotiate over certain terms and conditions of the settlement, and the settlement papers have not been
submitted for Court approval. There can be no assurances that the settlement will be completed. The claim and proposed settlement are covered under our insurance policy. However, if the settlement is
not completed, we cannot predict the outcome of any litigation or whether the resolution of the litigation could have a material adverse effect on our business.

13

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Between
August 17 and August 25, 2000, three purported class action complaints on behalf of stockholders of iTurf Inc., a partly-owned subsidiary of
dELiA*s Inc. at the time, were filed in Delaware Chancery Court against iTurf Inc., dELiA*s Inc. and each of iTurf's directors. These actions include: Pack v. Kahn, et al., Del.
Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del. Ch., C.A. No. 18258, and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All three complaints made virtually identical
claims, alleging that dELiA*s Inc. and the members of iTurf's board of directors breached their fiduciary duties to iTurf's public stockholders and that the merger exchange ratio was unfair to
iTurf's public stockholders. The actions were consolidated and an amended complaint was filed on January 19, 2001. On March 5, 2001, we answered that complaint, asserted affirmative
defenses and separately moved to strike certain allegations. Also on March 5, 2001, we moved to dismiss the complaint. On January 15, 2002, all parties entered into a stipulation and
agreement of compromise, settlement and
release which became a final order in May 2002. Pursuant to the settlement, we issued one million shares of dELiA*s Class A common stock, substantially all of which have been distributed
to the members of the class. The total $6.3 million value of the non-cash settlement was recorded as a charge in the fourth quarter of fiscal 2001.

Item 4. Submission of Matters to a Vote of Security Holders

None.

14

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PART II

Item 5. Market for Common Stock and Related Stockholder Matters

Our Class A common stock trades on the NASDAQ National Market under the symbol DLIA. The following table sets forth the high and low sales prices of our
Class A common stock as reported by NASDAQ for the periods indicated. These quotations reflect interdealer prices without adjustments for retail markups, markdowns or commissions and may not
necessarily represent actual transactions.

|                                   |             | High |   | Low  
|---------------------------------- | ----------- | ---- | - | -----
|Fiscal year ended February 2, 2002 |             |      |   |      
|                                   | 1st Quarter |      | $ | 5.250
|                                   | 2nd Quarter |      |   | 8.000
|                                   | 3rd Quarter |      |   | 7.100
|                                   | 4th Quarter |      |   | 8.050
|Fiscal year ended February 1, 2003 |             |      |   |      
|                                   | 1st Quarter |      | $ | 8.100
|                                   | 2nd Quarter |      |   | 7.450
|                                   | 3rd Quarter |      |   | 3.480
|                                   | 4th Quarter |      |   | 1.000

On
April 28, 2003, there were approximately 600 holders of record of our common stock and approximately 8,000 beneficial owners of our common stock.

Because
the bid price of our common stock has closed at less than $1.00 per share for an extended period of time, we recently received a determination to delist from The Nasdaq Stock
Market and requested an appeal hearing. This request for a hearing has stayed the delisting pending a determination by the Nasdaq Hearing Panel. Pending such determination, our shares will continue to
be listed on The Nasdaq National Market.

Dividend Information

Since inception, we have neither declared nor paid any cash dividends on our common stock. We currently intend to retain our earnings for future growth and,
therefore, do not anticipate paying any cash dividends in the foreseeable future. Our credit agreement prohibits us from paying dividends.

Sales of Unregistered Securities in the Fourth Quarter of Fiscal 2002

None.

Item 6. Selected Financial Data

The selected financial information set forth below has been derived from our consolidated financial statements. The following selected data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto appearing elsewhere in this report.
All net income (loss) per share
amounts for periods prior to the November 2000 merger of dELiA*s Inc. and iTurf Inc. have been retroactively adjusted to reflect the merger exchange ratio by multiplying the
number of dELiA*s Inc. shares by 1.715.

15

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|                                          |                                                                                                                | Fiscal 1998 |   | Fiscal 1999 |        | Fiscal 2000 |         | Fiscal 2001 |   | Fiscal 2002 |       
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ----------- | - | ----------- | ------ | ----------- | ------- | ----------- | - | ----------- | ------
|
|Statement of Operations Data:             |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Net sales                                                                                                      |             | $ | 158,364     |        | $           | 190,772 |             | $ | 215,065     |       
|                                          | Cost of sales                                                                                                  |             |   | 78,368      |        |             | 108,148 |             |   | 119,258     |       
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Gross profit                                                                                                   |             |   | 79,996      |        |             | 82,624  |             |   | 95,807      |       
|                                          | Selling, general and administrative expenses                                                                   |             |   | 71,711      |        |             | 124,339 |             |   | 155,503     |       
|                                          | Merger, restructuring and finance charges                                                                      |             |   |            |        |             | 23,668  |             |   | 29,205      |       
|                                          | Facility relocation and corporate severance                                                                    |             |   |            |        |             |        |             |   |            |       
|                                          | Merger settlement charge                                                                                       |             |   |            |        |             |        |             |   |            |       
|                                          | Gain on subsidiary IPO and sale of subsidiary stock                                                            |             |   |            |        |             | (78,117 | )           |   |            |       
|                                          | Minority interest                                                                                              |             |   |            |        |             | (4,865  | )           |   | (20,812     | )     
|                                          | Other (income) expense, net                                                                                    |             |   | (962        | )      |             | (2,429  | )           |   | (316        | )     
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Income (loss) before income taxes, extraordinary item and cumulative effect of change in accounting principle  |             |   | 9,247       |        |             | 20,028  |             |   | (67,773     | )     
|                                          | Provision for income taxes                                                                                     |             |   | 3,405       |        |             | 9,070   |             |   | 11,942      |       
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Net income (loss) before extraordinary item and cumulative effect of change in accounting principle            |             |   | 5,842       |        |             | 10,958  |             |   | (79,715     | )     
|                                          | Extraordinary item(1)                                                                                          |             |   |            |        |             |        |             |   |            |       
|                                          | Cumulative effect of change in accounting principle(2)                                                         |             |   |            |        |             |        |             |   |            |       
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Net income (loss)                                                                                              |             | $ | 5,842       |        | $           | 10,958  |             | $ | (79,715     | )     
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Net income (loss) per share before extraordinary item and cumulative effect of change in accounting principle: |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Basic       |   | $           | 0.25   |             | $       | 0.45        |   | $           | (2.98 
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Diluted     |   | $           | 0.24   |             | $       | 0.42        |   | $           | (2.98 
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Net income (loss) per share:                                                                                   |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Basic       |   | $           | 0.25   |             | $       | 0.45        |   | $           | (2.98 
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Diluted     |   | $           | 0.24   |             | $       | 0.42        |   | $           | (2.98 
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Shares used in the per share calculations:                                                                     |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Basic       |   |             | 23,631 |             |         | 24,550      |   |             | 26,744
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          |                                                                                                                | Diluted     |   |             | 24,555 |             |         | 26,377      |   |             | 26,744
|                                          |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|Balance Sheet Data at end of fiscal year: |                                                                                                                |             |   |             |        |             |         |             |   |             |       
|                                          | Cash and cash equivalents                                                                                      |             | $ | 10,981      |        | $           | 25,117  |             | $ | 10,302      |       
|                                          | Working capital (deficit)                                                                                      |             |   | 25,480      |        |             | 83,952  |             |   | 14,082      |       
|                                          | Total assets                                                                                                   |             |   | 82,144      |        |             | 184,040 |             |   | 85,043      |       
|                                          | Long-term debt and capital leases                                                                              |             |   |            |        |             | 6,756   |             |   | 4,770       |       
|                                          | Total stockholders' equity                                                                                     |             |   | 63,607      |        |             | 82,921  |             |   | 20,156      |       

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16

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with "Item 6Selected Financial Data" and our Consolidated
Financial Statements and Notes thereto included elsewhere in this report. Except for the historical information presented, the discussion in this report contains forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this report should be read as being applicable to all
related forward-looking statements wherever they appear in this report. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed below and under "Item 1BusinessRisk Factors," as well as those discussed elsewhere in this
report.

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

Facility Relocation and Corporate Severance.During fiscal 2002, we recorded charges of approximately $1.8 million
related to our decision to relocate our contact center from Long Island City, New York to Columbus, Ohio and $600,000 for severance related to a corporate cost-cutting initiative.

Restructuring.During fiscal 2000, we announced our intention to focus on our core dELiA*s brand and to sell or shut down our
non-core businesses. The restructuring of our businesses was substantially completed in fiscal 2001. In connection with these initiatives, we recorded significant charges during fiscal
2000 and 2001. During fiscal 2002, we recorded an additional net charge of $68,000 related to final lease settlements for our discontinued non-core businesses. As of February 1,
2003, approximately $900,000 remains accrued for future lease obligations relating to our restructuring initiatives. We expect this amount to be paid in full during fiscal 2003.

Impairment and Other Non-cash Charges Relating to Property and Equipment.For fiscal 2002, selling, general and
administrative expenses included a charge of approximately $2.0 million relating to the write-down to fair value of tangible assets at eight dELiA*s retail stores. In addition, we
recorded a charge in connection with our fiscal 2002 facility relocation of approximately $900,000 relating to the write-off of leasehold improvements at the closed facility.

Critical Accounting Policies Involving Estimates.Our financial statements are based on the selection and application of
significant accounting policies, which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application
of our accounting policies currently affect our financial condition and results of operations:



17

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Recent Accounting PronouncementsIn April 2002, the FASB issued SFAS 145, "Rescission of
FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" to amend or clarify accounting guidance related to gains and losses from extinguishment of debt and
other topics. Upon adoption of SFAS 145 as of the beginning of fiscal 2003, we will be required to reclassify a pre-tax extraordinary loss of approximately $800,000 recognized in
fiscal 2001 to a non-extraordinary expense category. The adoption of SFAS 145 is not expected to have any other material effect on our consolidated position or results of
operations.

Results of Operations

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

|                                                                                                     |  | Percentage of Net Sales |   
|---------------------------------------------------------------------------------------------------- |  | ----------------------- | --
|
|Net sales                                                                                            |  | 100.0                   | % 
|Cost of sales                                                                                        |  | 55.4                    |   
|                                                                                                     |  |                         |   
|Gross profit                                                                                         |  | 44.6                    |   
|Selling, general and administrative expenses                                                         |  | 72.3                    |   
|Merger, restructuring and finance charges                                                            |  | 13.6                    |   
|Facility relocation and corporate severance                                                          |  |                        |   
|Merger settlement charge                                                                             |  |                        |   
|Minority interest                                                                                    |  | (9.7                    | ) 
|Interest and other (income) expense, net                                                             |  | (0.1                    | ) 
|                                                                                                     |  |                         |   
|Loss before income taxes, extraordinary item and cumulative effect of change in accounting principle |  | (31.5                   | ) 
|Provision for income taxes                                                                           |  | 5.6                     |   
|                                                                                                     |  |                         |   
|Net loss before extraordinary item and cumulative effect of change in accounting principle           |  | (37.1                   | ) 
|Extraordinary item                                                                                   |  |                        |   
|Cumulative effect of change in accounting principle                                                  |  |                        |   
|                                                                                                     |  |                         |   
|Net loss                                                                                             |  | (37.1                   | )%
|                                                                                                     |  |                         |   

18

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Comparison of Fiscal Years 2001 and 2002

Net Sales.Net sales decreased approximately $6.1 million from $143.7 million in fiscal 2001 to
$137.6 million in fiscal 2002. The decrease reflects divestitures of non-core businesses. Net sales in our core dELiA*s business remained essentially flat, with increases in dELiA*s
Retail sales almost offsetting decreases at dELiA*s Direct. Despite a disappointing reception to our second half assortment, Retail segment sales increased 28% due to new store openings, partially
offset by comparable store sales declines. Direct segment sales decreased 19% due, in part, to a decrease in catalog circulation as well as disappointing response to our second half catalog mailings
and online offerings.

Gross Profit.Gross profit margin decreased from 47.2% in fiscal 2001 to 38.4% in fiscal 2002 with declines in both segments
of our business. The decline was primarily driven by more promotional clearance activity at Retail and lower pricing in our catalogs and online as compared to the prior year. In addition, to address
overstock inventory issues resulting from poor inventory delivery and planning and weak back half sales, we executed significant inventory liquidations and recorded significant obsolescence reserves
in the second half of the year. Higher transportation expense on goods sourced from overseas also contributed to the margin decline. We expect our margins to improve as we negotiate better inventory
terms and sourcing arrangements and implement better inventory planning procedures.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased from
$84.6 million in fiscal 2001 to $84.2 million in fiscal 2002. Selling, general and administrative expenses increased as a percentage of net sales, from 58.9% in fiscal 2001 to 61.2% in
fiscal 2002. Elimination of operating expenses relating to our discontinued non-core businesses resulted in a decrease of approximately $12.4 million. Such declines were offset in
part by an increase in operating expenses at our core dELiA*s business. At dELiA*s Retail, increases of $10.6 million primarily related to the continued expansion of our store base as well as
$2.9 million of non-cash asset impairment charges. Decreases of $8.5 million at dELiA*s Direct related primarily to reduced catalog circulation and an increased percentage of
online orders. Depreciation and amortization expenses increased approximately $4.7 million in connection with our adoption of SFAS 142 and continued capital expenditures for store
buildout, while non-cash compensation and other corporate expenses decreased $1.3 million in part due to corporate cost-cutting initiatives.

Merger, Restructuring and Finance Charges.During fiscal 2001, we recorded charges of $4.4 million as we substantially
completed the sale or shut down of our non-core businesses. In addition, a $600,000 finance charge in fiscal 2001 related to the early termination of an interest rate swap that was tied to
our distribution facility mortgage. During fiscal 2002, we recorded an additional net charge of $68,000 related to final lease settlements for our discontinued non-core businesses.

Facility Relocation and Corporate Severance.During fiscal 2002, we recorded charges of approximately $1.8 million
related to our decision to relocate our contact center from Long Island City, New York to Columbus, Ohio and $600,000 for severance related to a corporate cost-cutting initiative.

Merger Settlement Charge.During fiscal 2001, we recorded a $6.3 million charge for the non-cash
settlement of a merger-related class action suit.

Interest and other (income) expense, net.For fiscal 2002, net interest expense of $600,000 related primarily to our credit
agreement and other debt. For fiscal 2001, net interest income of $500,000 related primarily to our cash balances.

Income Taxes.No tax benefit has been recorded and our deferred tax assets are fully reserved due to the uncertainty of our
ability to utilize the benefit.

19

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Extraordinary Item.During the third quarter of fiscal 2001, we entered into an agreement with Wells Fargo Retail Finance LLC
that provides us with a $25 million line of credit. This facility replaces the credit facility we had with Congress Financial Corporation. In connection with this change in lenders, we have
recorded a charge of approximately $800,000. Upon adoption of SFAS 145 as of the beginning of fiscal 2003, we expect to reclassify this charge to operations.

Cumulative Effect of Change in Accounting Principle.In connection with our adoption of SFAS 142, we recorded a
$15.4 million cumulative effect of change in accounting principle which represented the reversal of the unamortized balance of the negative goodwill recorded on our books in connection with the
November 2000 merger of dELiA*s Inc. and iTurf Inc.

Comparison of Fiscal Years 2000 and 2001

Net Sales.Net sales decreased approximately $71.4 million from $215.1 million in fiscal 2000 to
$143.7 million in fiscal 2001. The decrease was primarily due to the impact of divestitures of non-core businesses. Net sales in our core dELiA*s business decreased 2% with a 13%
decrease in dELiA*s Direct and a 20% increase at dELiA*s Retail. The decrease at Direct can be attributed to the economic environment as well as sporadic mail delays and mail disruptions that delayed
the in-home date of our key holiday mailing in many of our major markets. The increase at Retail is a function of our store expansion. However, comp store sales declined as a result of
decreased mall traffic, particularly in the Northeast where the majority of our stores are located.

Gross Profit.Gross profit margin increased from 44.6% in fiscal 2000 to 47.2% in fiscal 2001 primarily as a result of the
elimination of lower margin non-core businesses. Gross profit margin for our core dELiA*s business remained essentially flat.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased approximately
$70.9 million from $155.5 million in fiscal 2000 to $84.6 million in fiscal 2001. Selling, general and administrative expenses also decreased as a percentage of net sales, from
72.3% in fiscal 2000 to 58.9% in fiscal 2001. Approximately $58.2 million of the decrease relates to operating expenses of our discontinued non-core businesses. Depreciation,
amortization and
non-cash compensation expenses decreased approximately $13.2 million. Operating expenses at our core dELiA*s business also decreased; increases of $4.9 million at dELiA*s
Retail primarily related to the continued expansion of our store base while decreases of $5.5 million at dELiA*s Direct related primarily to online advertising and mailing costs. These
decreases were offset by $1.1 million net increases in other expenses.

Merger, Restructuring and Finance Charges.During fiscal 2000, we recorded primarily non-cash charges of
$29.2 million relating to our decision to focus exclusively on our core dELiA*s business and the related merger. Additional related charges are included in fiscal 2000 cost of sales and income
taxes. During fiscal 2001, we recorded additional charges of $4.4 million as we substantially completed the sale or shut down of our non-core businesses. In addition, a $600,000
finance charge in fiscal 2001 related to the early termination of an interest rate swap that was tied to our distribution facility mortgage.

Merger Settlement Charge.During fiscal 2001, we recorded a $6.3 million charge for the non-cash
settlement of a merger-related class action suit and $4.4 million for other costs related to substantially completing our initiatives to dispose of our non-core businesses.

Interest and other (income) expense, net.Net interest and other income was $300,000 in fiscal 2000 and $500,000 in fiscal
2001. The fiscal 2000 income was offset, in part, by a one-time loss on an investment in an Internet business.

20

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

Income Taxes.In accounting for the November 2000 merger of dELiA*s Inc. and iTurf Inc., deferred tax
liabilities relating to earlier issuances of iTurf common stock were eliminated and the remaining net deferred tax asset was reserved with a non-cash tax charge of $19.8 million.
Since the November 2000 merger of dELiA*s Inc. and iTurf Inc., our deferred tax assets have been fully reserved due to the uncertainty of our ability to utilize the benefit.

Extraordinary Item.During the third quarter of fiscal 2001, we entered into an agreement with Wells Fargo Retail Finance LLC
that provides us with a $25 million line of credit. This facility replaces the credit facility we had with Congress Financial Corporation. In connection with this change in lenders, we have
recorded a charge of approximately $800,000. Upon adoption of SFAS 145 as of the beginning of fiscal 2003, we expect to reclassify this charge to operations.

21

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Selected Quarterly Results of Operations and Seasonality

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

|                                                                                           |                                                                         | Fiscal Quarter Ended    |       
|------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------- | ----------------------- | ------
|
|
|Net sales                                                                                  |                                                                         | $                       | 36,231
|Cost of sales                                                                              |                                                                         |                         | 19,682
|                                                                                           |                                                                         |                         |       
|Gross profit                                                                               |                                                                         |                         | 16,549
|Selling, general and administrative expenses                                               |                                                                         |                         | 24,462
|Restructuring and finance charges                                                          |                                                                         |                         | 384   
|Facility relocation and corporate severance                                                |                                                                         |                         |      
|Merger settlement charge                                                                   |                                                                         |                         |      
|Interest and other expense (income), net                                                   |                                                                         |                         | 2     
|                                                                                           |                                                                         |                         |       
|Net loss before extraordinary item and cumulative effect of change in accounting principle |                                                                         |                         | (8,299
|Extraordinary item                                                                         |                                                                         |                         |      
|Cumulative effect of accounting change                                                     |                                                                         |                         |      
|                                                                                           |                                                                         |                         |       
|Net (loss) income                                                                          |                                                                         | $                       | (8,299
|                                                                                           |                                                                         |                         |       
|Basic and diluted net loss per share:                                                      |                                                                         |                         |       
|                                                                                           | Before extraordinary item and cumulative effect of change in accounting |                         | $     
|                                                                                           | Extraordinary item                                                      |                         |       
|                                                                                           | Cumulative effect of change in accounting principle                     |                         |       
|                                                                                           |                                                                         |                         |       
|                                                                                           | Net (loss) income                                                       |                         | $     
|                                                                                           |                                                                         |                         |       
|                                                                                           |                                                                         | Percentage of Net Sales |       
|Net sales                                                                                  |                                                                         |                         | 100.0 
|Cost of sales                                                                              |                                                                         |                         | 54.3  
|                                                                                           |                                                                         |                         |       
|Gross profit                                                                               |                                                                         |                         | 45.7  
|Selling, general and administrative expenses                                               |                                                                         |                         | 67.5  
|Restructuring and finance charges                                                          |                                                                         |                         | 1.1   
|Facility relocation and corporate severance                                                |                                                                         |                         |      
|Merger settlement charge                                                                   |                                                                         |                         |      
|Interest and other expense (income), net                                                   |                                                                         |                         | 0.0   
|                                                                                           |                                                                         |                         |       
|Net loss before extraordinary item and cumulative effect of change in accounting principle |                                                                         |                         | (22.9 
|Extraordinary item                                                                         |                                                                         |                         |      
|Cumulative effect of change in accounting principle                                        |                                                                         |                         |      
|                                                                                           |                                                                         |                         |       
|Net (loss) income                                                                          |                                                                         |                         | (22.9 
|                                                                                           |                                                                         |                         |       

22

---

Liquidity and Capital Resources

As shown in the accompanying statements of operations and cash flows, we have incurred net losses and negative cash flows from operations in each of the last
three fiscal years. Recently, we have
undertaken cost-cutting efforts, including headcount reductions, and completed several financing initiatives, and continue to work at others, as described below.

In
February 2003, we entered into an agreement with JLP Daisy LLC, an affiliate of Schottenstein Stores, to license our dELiA*s brand on an exclusive basis for wholesale
distribution in certain product categories. Group 3 Design Corp., a leading brand management firm, has been retained to manage these licensing activities, which will focus on the distribution of
dELiA*s products primarily in mid- and upper-tier department stores. We received a $16.5 million cash advance against future royalties from the licensing ventures. Once
JLP Daisy recoups its advance plus a preferred return, the Company will receive a majority of the royalty stream after brand management fees. The initial term of the master license agreement is
10 years, which is subject to extension under specified circumstances. The master license agreement may be terminated early under certain circumstances, including at the option of the Company
upon payment to JLP Daisy of an amount based upon royalties received from the sale of the licensed products. In addition, the Company granted to JLP Daisy a security interest in the dELiA*s
trademarks, although the only event that would entitle JLP Daisy to exercise its rights with respect to these trademarks is a termination or rejection of the master license agreement in a bankruptcy
proceeding. In connection with the engagement of Group 3 Design as brand manager, an executive of Group 3 Design received a warrant to purchase 50,000 shares of our Class A Common Stock.

We
are currently subject to certain covenants under our mortgage loan agreement relating to our distribution facility in Hanover, Pennsylvania, including a covenant to maintain a fixed
charge coverage ratio. Effective May 1, 2001, the bank agreed to waive the fixed charge coverage ratio covenant through August 6, 2003 in exchange for an adjustment in our payment
schedule. The principal balance of $3.0 million as of February 1, 2003 is scheduled to be paid in full by August 2003. We are currently considering several options with respect to
the mortgage, including a refinancing and other transactions, including a sale-leaseback that would enable us to satisfy our obligations. We expect to complete these efforts prior to the
final payment date. If we do not finalize an arrangement by that time, it is likely that we will exercise a put option to sell the facility, which is being provided to us by a group of our officers
and directors, and continue to use the facility under a new lease arrangement.

During
and subsequent to fiscal 2002, we signed several amendments to our credit facility with Wells Fargo Retail Finance LLC, a subsidiary of Wells Fargo & Company. In order to
facilitate these amendments, we incurred normal fees and, in one case, we repaid a significant portion of our outstanding loan. The most recent amendment, which was effective April 29, 2003,
among other changes, extended the life of the agreement to April 2006 and, in an effort to reduce our unused fees, reduced our revolving line of credit limit from $25 million to
$20 million (which we retain the right to increase to $25 million in the first eighteen months at our option). The credit line is secured by our assets and borrowing availability
fluctuates based on inventory levels. The April 2003 amendment increased the advance rate based on inventory value and also expanded the borrowing base to include certain receivables. The
agreement contains certain covenants and default provisions customary for credit facilities of this nature, including limitations on our capital expenditures. At our option, borrowings under this
facility bear interest at Wells Fargo Bank's prime rate plus 25 basis points or at the LIBOR Rate plus 250 basis points. A fee of 0.375% per year is assessed monthly on the unused portion of the line
of credit as defined in the agreement. As of February 1, 2003, the outstanding balance on our Wells Fargo credit facility, which was classified as a current liability, was $3.9 million,
outstanding letters of credit were $3.7 million and unused available credit was $2.1 million.

In
May 2003, we received an equity infusion of $2.7 million from a group of our directors and officers. In addition to the equity transaction, the investing group provided
us with a put option that

23

---

would
require them to purchase, but would not require us to sell, our Hanover distribution facility for an agreed-upon price that would allow us to satisfy our outstanding mortgage. This
put option is intended to provide us with an alternative means of satisfying the mortgage in case we are not able to refinance, extend or otherwise satisfy the mortgage such as through a
sale-leaseback arrangement. In consideration for the grant of the put option, the investors received warrants, exercisable for an aggregate 600,000 shares of our stock at $0.37 per share.

Cash Requirements Related to Operations

As a result of our recent licensing arrangement, credit facility amendments and equity infusion, as well as our expected mortgage transaction or distribution
facility sale, we believe that our cash on hand and cash expected to be generated from operations, together with the funds available under our credit agreement, will be sufficient to meet our cash
requirements in the year ahead. However, our future capital requirements will depend on numerous factors, including, without limitation, the successful turnaround of sales and profit margin
performance of both of our operating segments. Additional funds, if required, may not be available to us on favorable terms or at all.

Certain Information Concerning Contractual Obligations

The following is a summary of our contractual obligations and commitments as of February 1, 2003 and the timing of related future payments. Note that we do
not have any purchase obligations and our other long-term liabilities are not included as they are primarily non-cash liabilities relating to our retail rents. In addition, the
outstanding balance under our credit facility, which is classified as a current liability, is not included due to its nature as a revolving facility that does not have a specific repayment schedule.

|                 |  | Fiscal 2003 |            | Fiscal 2004
and 2005 |   | Fiscal 2006
and 2007 |  | Fiscal 2008
and thereafter |            | Total
|---------------- |  | ----------- | ---------- | -------------------- | - | -------------------- |  | -------------------------- | ---------- | -----
|Mortgage         |  | $           | 3,000,000  |                      |   |                     |  |                            |           |      
|Capital leases   |  |             | 600,000    |                      | $ | 100,000              |  |                            |           |      
|Operating leases |  |             | 10,400,000 |                      |   | 19,200,000           |  | $                          | 18,100,000 |      
|                 |  |             |            |                      |   |                      |  |                            |            |      
|Total            |  | $           | 14,000,000 |                      | $ | 19,300,000           |  | $                          | 18,100,000 |      

Sources and Uses of Cash in Fiscal 2002 and 2001

Cash used by operations was $16.5 million in fiscal 2002 compared to $15.6 million in fiscal 2001. The increase primarily relates to higher
operating losses offset in part by changes in working capital balances.

During
fiscal 2002, we used $10.9 million for capital expenditures, our only investing activities. During fiscal 2001, investing activities provided $6.5 million, primarily
relating to net proceeds from our investments offset by capital expenditures and to the cash proceeds and payments relating to our non-core businesses. During fiscal 2003, we expect to
make capital expenditures of approximately $400,000, primarily for store improvements and computer equipment.

Financing
activities were not significant in fiscal 2002. In fiscal 2001, financing activities provided cash of $26.9 million, which primarily relates to the June 2001 sale
of 5.74 million shares of our Class A common stock and stock option exercises.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Our variable-rate mortgage arrangement and our credit facility expose us to changes in interest rates. Based on our outstanding balances of
$3.0 million and $3.9 million, respectively, at February 1, 2003, a hypothetical 100 basis point increase in interest rates would cause an increase in our annual interest expense
of approximately $69,000. However, the amount of our variable rate debt, and therefore our sensitivity to market interest rates, can fluctuate significantly as a result of changes in the amount our
outstanding credit facility indebtedness.

24

---

Item 8. Financial Statements and Supplementary Data

See Item 15 of Part IV of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

PART III

The information required by Part III (Items 10 through 13) is incorporated by reference to the captions "Beneficial Ownership of Voting Securities,"
"Election of Directors," "Management" and "Certain Transactions" in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within
120 days after the end of our fiscal year covered by this report.

Item 14. Controls and Procedures

(a)   Evaluation of Disclosure Controls and Procedures

An evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and the operation of our "disclosure controls and procedures" (as such term is defined in Rules 13a-14 (c) under the Securities
and Exchange Act of 1934). This evaluation took place as of a date within 90 days prior to the filing date of this annual report ("Evaluation Date"). Based on such evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the disclosure controls and procedures are reasonably designed and effective to ensure that
(i) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, summarized and reported within the time periods specified
in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.

(b)   Changes in Internal Controls

Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could significantly affect such controls.

PART IV

Item 15. Exhibits, Financial Statements, and Reports on Form 8-K





25

---





dELiA*s CORP.    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                               |                                                                                      | Page
|------------------------------ | ------------------------------------------------------------------------------------ | ----
|REPORT OF INDEPENDENT AUDITORS |                                                                                      | F-2 
|FINANCIAL STATEMENTS:          |                                                                                      |     
|                               | Consolidated Balance Sheets as of February 2, 2002 and February 1, 2003              |     
|                               | Consolidated Statements of Operations for Fiscal Years 2000, 2001 and 2002           |     
|                               | Consolidated Statements of Stockholders' Equity for Fiscal Years 2000, 2001 and 2002 |     
|                               | Consolidated Statements of Cash Flows for Fiscal Years 2000, 2001 and 2002           |     
|                               | Notes to Consolidated Financial Statements                                           |     

F-1

---



REPORT OF INDEPENDENT AUDITORS

To
the Board of Directors and Stockholders of dELiA*s Corp.

We
have audited the accompanying consolidated balance sheets of dELiA*s Corp. (the "Company") as of February 2, 2002 and February 1, 2003 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the three fiscal years in the period ending February 1, 2003. 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
conducted our audits in accordance with auditing standards generally accepted in the United States. 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 provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of dELiA*s Corp. as of
February 2, 2002 and February 1, 2003and the consolidated results of the Company's operations and cash flows for each of the three fiscal years in the period ending February 1,
2003 in conformity with accounting principles generally accepted in the United States.

As
discussed in Note 2 to the consolidated financial statements, the Company adopted Statement of Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
effective February 3, 2002.

ERNST &
YOUNG LLP

New
York, New York
April 29, 2003, except for the 1st paragraph of Note 10 and the 3rd paragraph of Note 15,
as to which the date is May 12, 2003

F-2

---



dELiA*s CORP.

CONSOLIDATED BALANCE SHEETS
FEBRUARY 2, 2002 AND FEBRUARY 1, 2003
(in thousands, except share and per share data)

|                                           |                                                                                                                                                                        | February 2, 2002 |                            | February 1, 2003 |  
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | -------------------------- | ---------------- | -
|ASSETS                                     |                                                                                                                                                                        |                  |                            |                  |  
|CURRENT ASSETS:                            |                                                                                                                                                                        |                  |                            |                  |  
|                                           | Cash and cash equivalents                                                                                                                                              |                  | $                          | 28,111           |  
|                                           | Restricted cash                                                                                                                                                        |                  |                            | 3,475            |  
|                                           | Merchandise inventories                                                                                                                                                |                  |                            | 14,640           |  
|                                           | Prepaid expenses and other current assets                                                                                                                              |                  |                            | 5,651            |  
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|                                           |                                                                                                                                                                        |                  | Total current assets       |                  |  
|PROPERTY AND EQUIPMENT, NET                |                                                                                                                                                                        |                  | 30,208                     |                  |  
|OTHER ASSETS                               |                                                                                                                                                                        |                  | 347                        |                  |  
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|TOTAL ASSETS                               |                                                                                                                                                                        | $                | 82,432                     |                  | $
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                                                                                                        |                  |                            |                  |  
|CURRENT LIABILITIES                        |                                                                                                                                                                        |                  |                            |                  |  
|                                           | Accounts payable and accrued expenses                                                                                                                                  |                  | $                          | 12,297           |  
|                                           | Liabilities due to customers                                                                                                                                           |                  |                            | 4,824            |  
|                                           | Accrued restructuring                                                                                                                                                  |                  |                            | 2,210            |  
|                                           | Bank loan payable                                                                                                                                                      |                  |                            | 4,571            |  
|                                           | Current portion of long-term debt and capital leases                                                                                                                   |                  |                            | 597              |  
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|                                           |                                                                                                                                                                        |                  | Total current liabilities  |                  |  
|LONG-TERM DEBT AND CAPITAL LEASES          |                                                                                                                                                                        |                  | 3,695                      |                  |  
|OTHER LONG-TERM LIABILITIES                |                                                                                                                                                                        |                  | 1,398                      |                  |  
|EXCESS OF FAIR VALUE OVER PURCHASE PRICE   |                                                                                                                                                                        |                  | 15,383                     |                  |  
|STOCKHOLDERS' EQUITY                       |                                                                                                                                                                        |                  |                            |                  |  
|                                           | Preferred stock, par value $.01 per share; Authorized shares1,000,000; Issued sharesnone                                                                             |                  |                            |                 |  
|                                           | Class A common stock, par value $.01 per share; Authorized shares100,000,000; Issued shares46,169,912 and 47,502,811, respectively (including 1,685,580 in treasury) |                  |                            | 462              |  
|                                           | Class B common stock, par value $.01 per share; Authorized shares12,500,000; Issued shares11,425,000 (all in treasury)                                               |                  |                            | 114              |  
|                                           | Additional paid-in capital                                                                                                                                             |                  |                            | 136,668          |  
|                                           | Less common stock in treasury, at cost                                                                                                                                 |                  |                            | (11,041          | )
|                                           | Deferred compensation                                                                                                                                                  |                  |                            | (870             | )
|                                           | Retained deficit                                                                                                                                                       |                  |                            | (87,876          | )
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|                                           |                                                                                                                                                                        |                  | Total stockholders' equity |                  |  
|                                           |                                                                                                                                                                        |                  |                            |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                                        | $                | 82,432                     |                  | $
|                                           |                                                                                                                                                                        |                  |                            |                  |  

See notes to consolidated financial statements.

F-3

---



dELiA*s CORP.    CONSOLIDATED STATEMENTS OF OPERATIONS    FISCAL YEARS 2000, 2001 AND 2002  (in thousands, except per share data)

|                                                                                                     |                                                                                   | Fiscal |        
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------ | -------
|
|NET SALES                                                                                            |                                                                                   | $      | 215,065
|COST OF SALES                                                                                        |                                                                                   |        | 119,258
|                                                                                                     |                                                                                   |        |        
|GROSS PROFIT                                                                                         |                                                                                   |        | 95,807 
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                         |                                                                                   |        | 155,503
|MERGER, RESTRUCTURING AND FINANCE CHARGES                                                            |                                                                                   |        | 29,205 
|FACILITY RELOCATION AND CORPORATE SEVERANCE                                                          |                                                                                   |        |       
|MERGER SETTLEMENT CHARGE                                                                             |                                                                                   |        |       
|INTEREST AND OTHER (INCOME) EXPENSE, NET                                                             |                                                                                   |        | (316   
|MINORITY INTEREST                                                                                    |                                                                                   |        | (20,812
|                                                                                                     |                                                                                   |        |        
|LOSS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE |                                                                                   |        | (67,773
|PROVISION FOR INCOME TAXES                                                                           |                                                                                   |        | 11,942 
|                                                                                                     |                                                                                   |        |        
|NET LOSS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE           |                                                                                   |        | (79,715
|EXTRAORDINARY ITEM                                                                                   |                                                                                   |        |       
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                                                  |                                                                                   |        |       
|                                                                                                     |                                                                                   |        |        
|NET LOSS                                                                                             |                                                                                   | $      | (79,715
|                                                                                                     |                                                                                   |        |        
|BASIC AND DILUTED NET LOSS PER SHARE:                                                                |                                                                                   |        |        
|                                                                                                     | BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE |        | $      
|                                                                                                     | EXTRAORDINARY ITEM                                                                |        |        
|                                                                                                     | CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                               |        |        
|                                                                                                     |                                                                                   |        |        
|                                                                                                     | NET LOSS                                                                          |        | $      
|                                                                                                     |                                                                                   |        |        

See notes to consolidated financial statements.

F-4

---



dELiA*s CORP.    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY    FISCAL YEARS 2000, 2001 AND 2002  (in thousands, except share data)

|                                                    |  | dELiA*s Inc.
Common Stock |   | dELiA*s Corp.
Class A Common |      | dELiA*s Corp.
Class B Common |            |   |   |     |   |            |  |   |     |  |  
|--------------------------------------------------- |  | ------------------------- | - | ---------------------------- | ---- | ---------------------------- | ---------- | - | - | --- | - | ---------- |  | - | --- |  | -
|
|
|BALANCE, JANUARY 29, 2000                           |  | 14,914,472                |   | $                            | 149  |                              |           |   |   |    |   |           |  |   |    |  | $
|Common stock issuance for acquisitions              |  | 168,039                   |   |                              | 2    |                              |           |   |   |    |   |           |  |   |    |  |  
|Subsidiary stock issuance for acquisition           |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Restricted stock issuance, net                      |  | 1,628,775                 |   |                              | 16   |                              | (87,978    | ) | $ | (1  | ) |           |  |   |    |  |  
|Merger adjustments                                  |  | (16,714,786               | ) | $                            | (167 | )                            | 38,353,738 |   |   | 384 |   | 11,425,000 |  | $ | 114 |  |  
|Deferred compensation                               |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Stock option exercises                              |  | 3,500                     |   |                              |     |                              | 1,275      |   |   |    |   |           |  |   |    |  |  
|Stock repurchases                                   |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Net loss                                            |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|                                                    |  |                           |   |                              |      |                              |            |   |   |     |   |            |  |   |     |  |  
|BALANCE, FEBRUARY 3, 2001                           |  |                          |   |                              |     |                              | 38,267,035 |   |   | 383 |   | 11,425,000 |  |   | 114 |  |  
|Common stock issuance for offering                  |  |                          |   |                              |     |                              | 5,740,000  |   |   | 58  |   |           |  |   |    |  |  
|Common stock issuance for acquisition               |  |                          |   |                              |     |                              | 1,315,271  |   |   | 13  |   |           |  |   |    |  |  
|Common stock issuance for settlement                |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Restricted stock issuance, net                      |  |                          |   |                              |     |                              | (70,308    | ) |   | (1  | ) |           |  |   |    |  |  
|Deferred compensation                               |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Stock option activity                               |  |                          |   |                              |     |                              | 917,914    |   |   | 9   |   |           |  |   |    |  |  
|Net loss                                            |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|                                                    |  |                           |   |                              |      |                              |            |   |   |     |   |            |  |   |     |  |  
|BALANCE, FEBRUARY 2, 2002                           |  |                          |   |                              |     |                              | 46,169,912 |   |   | 462 |   | 11,425,000 |  |   | 114 |  |  
|Common stock issuance for settlement of lawsuit     |  |                          |   |                              |     |                              | 1,000,000  |   |   | 10  |   |           |  |   |    |  |  
|Common stock issuance for acquisition               |  |                          |   |                              |     |                              | 197,835    |   |   | 2   |   |           |  |   |    |  |  
|Common stock issuance forearly termination of lease |  |                          |   |                              |     |                              | 100,000    |   |   | 1   |   |           |  |   |    |  |  
|Stock option exercises                              |  |                          |   |                              |     |                              | 297,877    |   |   | 3   |   |           |  |   |    |  |  
|Restricted stock issuance, net                      |  |                          |   |                              |     |                              | (262,813   | ) |   | (3  | ) |           |  |   |    |  |  
|Deferred compensation                               |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|Net loss                                            |  |                          |   |                              |     |                              |           |   |   |    |   |           |  |   |    |  |  
|                                                    |  |                           |   |                              |      |                              |            |   |   |     |   |            |  |   |     |  |  
|BALANCE, FEBRUARY 1, 2003                           |  |                          |   |                              |     |                              | 47,502,811 |   | $ | 475 |   | 11,425,000 |  | $ | 114 |  | $
|                                                    |  |                           |   |                              |      |                              |            |   |   |     |   |            |  |   |     |  |  

See notes to consolidated financial statements.

F-5

---



dELiA*s CORP.    CONSOLIDATED STATEMENTS OF CASH FLOWS    FISCAL YEARS ENDED FEBRUARY 3, 2001, FEBRUARY 2, 2002 AND FEBRUARY 1, 2003  (in thousands)

|                                                                              |                                                                                                                                                               | Fiscal                                                    |        
|----------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | -------
|
|OPERATING ACTIVITIES:                                                         |                                                                                                                                                               |                                                           |        
|                                                                              | Net loss before extraordinary item and cumulative effect of change in accounting principle                                                                    |                                                           | $      
|                                                                              | Adjustments to reconcile net loss before extraordinary item and cumulative effect of change in accounting principle to net cash used in operating activities: |                                                           |        
|                                                                              |                                                                                                                                                               | Depreciation and amortization                             |        
|                                                                              |                                                                                                                                                               | Merger, restructuring and finance charges                 |        
|                                                                              |                                                                                                                                                               | Merger settlement charge                                  |        
|                                                                              |                                                                                                                                                               | Asset impairment                                          |        
|                                                                              |                                                                                                                                                               | Valuation allowance for deferred tax assets               |        
|                                                                              |                                                                                                                                                               | Non-cash compensation expense related to restricted stock |        
|                                                                              |                                                                                                                                                               | Other non-cash corporate charges                          |        
|                                                                              |                                                                                                                                                               | Minority interest                                         |        
|                                                                              |                                                                                                                                                               | Deferred taxes                                            |        
|                                                                              |                                                                                                                                                               | Amortization of investments                               |        
|                                                                              |                                                                                                                                                               | Changes in operating assets and liabilities:              |        
|                                                                              |                                                                                                                                                               | Merchandise inventories                                   |        
|                                                                              |                                                                                                                                                               | Prepaid expenses and other current assets                 |        
|                                                                              |                                                                                                                                                               | Other assets                                              |        
|                                                                              |                                                                                                                                                               | Current liabilities                                       |        
|                                                                              |                                                                                                                                                               | Long-term liabilities                                     |        
|                                                                              |                                                                                                                                                               |                                                           |        
|Net cash used in operating activities                                         |                                                                                                                                                               |                                                           | (36,910
|INVESTING ACTIVITIES:                                                         |                                                                                                                                                               |                                                           |        
|                                                                              | Capital expenditures                                                                                                                                          |                                                           |        
|                                                                              | Purchase of investment securities                                                                                                                             |                                                           |        
|                                                                              | Proceeds from the maturity of investment securities                                                                                                           |                                                           |        
|                                                                              | Proceeds from sales of businesses                                                                                                                             |                                                           |        
|                                                                              | Acquisitions, net of cash acquired                                                                                                                            |                                                           |        
|                                                                              |                                                                                                                                                               |                                                           |        
|Net cash provided by (used in) investing activities                           |                                                                                                                                                               |                                                           | 24,076 
|FINANCING ACTIVITIES:                                                         |                                                                                                                                                               |                                                           |        
|                                                                              | Net proceeds from common stock offering                                                                                                                       |                                                           |        
|                                                                              | Increase in restricted cash                                                                                                                                   |                                                           |        
|                                                                              | Charges related to changes in financing arrangements                                                                                                          |                                                           |        
|                                                                              | Exercise of stock options                                                                                                                                     |                                                           |        
|                                                                              | Acquisition of treasury stock                                                                                                                                 |                                                           |        
|                                                                              | Net (repayments) borrowings under line of credit agreements                                                                                                   |                                                           |        
|                                                                              | Principal payments on long-term debt and capital lease obligations                                                                                            |                                                           |        
|                                                                              |                                                                                                                                                               |                                                           |        
|Net cash (used in) provided by financing activities before extraordinary item |                                                                                                                                                               |                                                           | (1,981 
|Net cash used by extraordinary item                                           |                                                                                                                                                               |                                                           |       
|                                                                              |                                                                                                                                                               |                                                           |        
|Net cash (used in) provided by financing activities                           |                                                                                                                                                               |                                                           | (1,981 
|                                                                              |                                                                                                                                                               |                                                           |        
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              |                                                                                                                                                               |                                                           | (14,815
|CASH AND CASH EQUIVALENTS, BEGINNING                                          |                                                                                                                                                               |                                                           | 25,117 
|                                                                              |                                                                                                                                                               |                                                           |        
|CASH AND CASH EQUIVALENTS, END                                                |                                                                                                                                                               | $                                                         | 10,302 
|                                                                              |                                                                                                                                                               |                                                           |        

See notes to consolidated financial statements.

F-6

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dELiA*s CORP.    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    FEBRUARY 1, 2003

1.     BUSINESS AND BASIS OF PRESENTATION

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

As
shown in the accompanying statements of operations and cash flows, we have incurred net losses and negative cash flows from operations in each of the last three fiscal years.
Recently, we have undertaken cost-cutting efforts, including headcount reductions, and completed several financing initiatives, and continue to work at others, which are described in Notes
10 and 15 below.

On
November 20, 2000, dELiA*s Inc. and its 54%-owned, Internet-focused subsidiary iTurf Inc. were recombined through the merger of dELiA*s Inc. into a
wholly-owned subsidiary of iTurf. We issued 1.715 shares of iTurf Class A common stock to dELiA*s Inc. stockholders for each outstanding share of dELiA*s Inc. common stock
surrendered in the merger. All outstanding dELiA*s Inc. options and shares of restricted stock were converted at the same exchange ratio. We renamed the parent company of the recombined
business dELiA*s Corp. Because the former stockholders of dELiA*s Inc. owned more than 50% of dELiA*s Corp. after the merger, the transaction was accounted for as a "reverse acquisition" by
dELiA*s Inc. of the minority interest in iTurf. In connection with the merger, deferred tax liabilities relating to earlier issuances of iTurf common stock were eliminated and the remaining net
deferred tax asset was reserved with a fiscal 2000 tax charge (see Note 14) of $19.8 million. The excess of the net assets acquired over the merger consideration, after the writeoff of
the minority interest proportionate percentage of iTurf's noncurrent assets and an adjustment relating to our fiscal 2000 restructuring initiatives (see Note 5), was recorded as
$20.1 million of "excess of fair value over purchase price" for amortization over five years. During fiscal 2002, the remaining balance of this negative goodwill was
written-off in connection with our adoption of SFAS 142. (See Note 2Goodwill and Other Intangible Assets.)

As
a result of the "reverse acquisition" treatment, dELiA*s Corp. reports the historical results of dELiA*s Inc. for periods prior to the merger with all share and per share
information, except for amounts on our Consolidated Balance Sheets and Consolidated Statements of Stockholders' Equity, retroactively adjusted to reflect the merger exchange ratio by multiplying the
number of dELiA*s Inc. shares by 1.715. In presenting our shares outstanding and calculating loss per share for periods after the merger, we have assumed conversion on the merger date of all
eligible shares of dELiA*s Inc. common stock. References herein to "we," "our" and similar phrases and to "dELiA*s" refer to dELiA*s Inc. prior to November 20, 2000 and to dELiA*s
Corp. on or after that date.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal YearOur fiscal year is the period of 52 or 53 weeks ended on the Saturday closest to January 31 following the
corresponding calendar year. References in this report to "fiscal 2002" mean the period from February 2, 2002 to February 1, 2003. References in this report to "fiscal 2001" mean the
period from February 4, 2001 to February 2, 2002. References in this report to "fiscal 2000" mean the period from January 30, 2000 to February 3, 2001.

Principles of ConsolidationOur consolidated financial statements include the accounts of dELiA*s and subsidiaries, all of
which, except iTurf, were wholly-owned for all periods presented. For the period that iTurf was not wholly-owned, the accounts of iTurf were included in the consolidated financial

F-7

---

statements
with the outside ownership of iTurf reflected as minority interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires us to make estimates and assumptions that affect the amounts reported in our financial statements and footnotes thereto. Actual results could differ from those estimates.

Concentration of Credit RiskFinancial instruments that potentially subject us to significant concentrations of credit risk
consist principally of cash investments. We maintain cash and cash equivalents with high quality financial institutions.

ReclassificationsCertain amounts have been reclassified to conform to the current period presentation.

Statements of Cash FlowsDuring fiscal 2000, 2001 and 2002, we paid $1.3 million, $600,000 and $900,000 respectively,
for interest and did not pay any income taxes. Non-cash investing and financing activities include the issuances of common stock for the merger described in Note 1, the acquisitions
described in Note 3 and the merger settlement described in Note 11 and the issuances of restricted stock described in Note 12.

Cash and Cash EquivalentsWe consider all credit card receivables and highly liquid investments with maturities of
90 days or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value.

Restricted CashRestricted cash primarily represents collateral for standby letters of credit issued in connection with our
merchandise sourcing activities. The restriction will be removed after the letters of credit expire or are cancelled.

Merchandise InventoriesMerchandise inventories, which are primarily finished goods, are stated at the lower of cost
(determined on a first-in, first-out basis) or market value, which is determined based on estimated recovery.

Catalog CostsCatalog costs, which primarily consist of catalog production and mailing costs, are capitalized and amortized
over the expected life of the related future revenue stream, which generally covers three to five months from mailing date. We account for catalog costs in accordance with AICPA Statement of Position
("SOP") 93-7, "Reporting on Advertising Costs." SOP 93-7 requires that expenses relating to capitalized advertising costs be computed using the ratio of current period revenues
for the catalog cost pool to the total of current and estimated future period revenues for that catalog cost pool. Deferred catalog costs, which are included in prepaid expenses and other current
assets, were minimal as of February 2, 2002 and approximately $500,000 as of February 1, 2003.

Long-Lived AssetsIn accordance with the SFAS No. 144, we periodically review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a
long-lived asset is considered impaired when the anticipated cash flows expected to be generated by the asset are less than its carrying amount. The
impairment charge is the amount required to bring the carrying value to the fair value based on expected future discounted cash flows. See Note 9 for details of fiscal 2002 impairment charges.
Because of continuing uncertainty in retail market conditions, our future cash flows projections may change in the near term and we may need to record additional impairment charges.

Goodwill and Other Intangible AssetsAs of February 3, 2002, we adopted Statement of Financial Accounting Standards
("SFAS") 142, "Goodwill and Other Intangible Assets." For acquired goodwill, SFAS 142 discontinues amortization and instead requires annual impairment testing. For intangible assets,
SFAS 142 requires testing for impairment and amortization once the useful economic life is

F-8

---

determined
to be finite. In connection with our adoption of SFAS 142, we recorded a $15.4 million cumulative effect of change in accounting principle, which represents the reversal of
the unamortized balance of the negative goodwill recorded on our books in connection with the November 2000 merger of dELiA*s Inc. and iTurf Inc. The following table shows the
effect that earlier adoption of SFAS 142 would have had on net loss (in thousands) and the related per share amounts, as well as net loss before extraordinary item and cumulative effect of
change in accounting principle (in thousands) for all periods presented in the accompanying statement of operations:

|                                                                                                    |  | Fiscal 2000 |         | Fiscal 2001 |   | Fiscal 2002 |  
|--------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ----------- | - | ----------- | -
|Net loss                                                                                            |  | $           | (79,715 | )           | $ | (2.98       | )
|Negative goodwill amortization                                                                      |  |             | (1,253  | )           |   | (0.05       | )
|                                                                                                    |  |             |         |             |   |             |  
|Adjusted net loss                                                                                   |  | $           | (80,968 | )           | $ | (3.03       | )
|                                                                                                    |  |             |         |             |   |             |  
|Adjusted net loss before extraordinary item and cumulative effect of change in accounting principle |  | $           | (80,968 | )           |   |             |  
|                                                                                                    |  |             |         |             |   |             |  

Revenue RecognitionRevenue is recognized when merchandise is shipped to customers or at the point of retail sale. We accrue a
sales return allowance in accordance with our return policy for estimated returns of merchandise subsequent to the balance sheet date that relate to sales prior to that date. As of February 2,
2002 and February 1, 2003, the sales return allowance, which is included in customer liabilities, was $523,000 and $700,000, respectively.

Nonmonetary TransactionDuring fiscal 2001, we exchanged some of our excess inventory, which had an original cost of $600,000
and a carrying value of $300,000, for the right to receive future goods and services also valued at $300,000. During fiscal 2002, we fully reserved the remaining balance of the related asset.

Shipping ExpensesExpenses incurred in shipping goods to customers are included in cost of sales.

Advertising CostsAdvertising expenses that are not direct-response catalog costs are expensed as incurred. These expenses
amounted to $14.6 million (related primarily to our Internet businesses), $1.3 million and $1.2 million. for fiscal 2000, 2001 and 2002, respectively.

Income TaxesDeferred income tax assets and liabilities are recorded in accordance with SFAS No. 109. Valuation
allowances are provided when the expected realization of tax assets does not meet a "more likely than not" criteria. (See Note 14.)

Computation of Net Loss Per ShareWe calculate net loss per share in accordance with SFAS No. 128, "Computation of
Earnings Per Share" and SEC Staff Accounting Bulletin No. 98. (See Note 7.)

Stock-based CompensationIn accordance with Accounting Principles Board ("APB") No. 25, "Accounting for Stock Issued to
Employees," compensation cost for stock-based awards is measured as the excess, if any, of the quoted market price of our stock as of the time of grant over the amount, if any, that an employee must
pay to acquire the stock. Stock options are generally granted
with exercise prices equal to the fair value of the shares as of the date of grant; accordingly, we do not generally recognize compensation expense in connection with stock options. (See
Note 12.)

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure". This standard provides alternative methods
of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, "Accounting for Stock-Based Compensation," but does not require us to use the fair
value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. We adopted the disclosure portion of this standard as during fiscal 2002 and such
adoption is reflected below.

F-9

---

We
apply APB No. 25 and related interpretations in accounting for our incentive plans. Generally, all grants have a fixed exercise price with vesting based solely on service.
Accordingly, no compensation expense has been recognized for options under these plans. Had compensation expense been determined based on the fair value of stock option grants on the date of grant in
accordance with SFAS No. 148, our net loss and net loss per share would have been as follows:

|                                                                                    |  | Fiscal 2000 |             | Fiscal 2001 |   | Fiscal 2002 |  
|----------------------------------------------------------------------------------- |  | ----------- | ----------- | ----------- | - | ----------- | -
|Net loss, as reported                                                               |  | $           | (79,715,000 | )           | $ | (28,451,000 | )
|                                                                                    |  |             |             |             |   |             |  
|Stock-based compensation expense determined using the fair value method, net of tax |  |             | (2,943,000  | )           |   | (1,707,000  | )
|                                                                                    |  |             |             |             |   |             |  
|Pro forma net loss                                                                  |  | $           | (82,658,000 | )           | $ | (30,158,000 | )
|Basic and diluted net loss per share, as reported                                   |  | $           | (2.98       | )           | $ | (0.70       | )
|                                                                                    |  |             |             |             |   |             |  
|Pro forma basic and diluted net loss per share                                      |  | $           | (3.09       | )           | $ | (0.74       | )

The
average estimated fair market value of options granted during fiscal 2000, 2001 and 2002 was $1.01, $2.94 and $2.59 per share, respectively. In preparing such estimates, we used the
Black-Scholes option pricing model with the following assumptions: no dividend yield; expected volatility of 82%, 85% and 95%, respectively, risk-free interest rates of 6.0%, 4.0% and
3.0%, respectively; expected lives of four years.

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 our 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 our opinion, the existing models do not necessarily provide a
reliable measure of the fair value of our stock options.

Recent Accounting PronouncementsIn April 2002, the FASB issued SFAS 145, "Rescission of
FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" to amend or clarify accounting guidance related to gains and losses from extinguishment of debt and
other topics. Upon adoption of SFAS 145 as of the beginning of fiscal 2003, we will be required to reclassify a pre-tax extraordinary loss of approximately $800,000 recognized in
fiscal 2001 to selling, general and administrative expenses. The adoption of SFAS 145 is not expected to have any other material effect on our consolidated position or results of operations.

3.     ACQUISITIONS

TheSpark.com, Inc.

On February 15, 2000, we acquired thespark.com, inc. the aggregate consideration paid consisted of newly issued shares of a subsidiary's common
stock and the right to receive additional consideration based on the achievement of certain performance goals. the transaction was accounted for under the purchase method of accounting with the
operating results of the acquired business included in our consolidated financial statements from the date of acquisition and the excess of the aggregate purchase price over the fair market value of
net assets acquired of $14.1 million allocated to goodwill. the
goodwill was assigned a five-year life for amortization. in connection with this issuance of a subsidiary's common stock, we recorded $2.8 million as additional paid-in
capital.

F-10

---

On January 12, 2001, we entered into an agreement with representatives of the sellers to amend our contingent obligations under the acquisition agreement. In accordance with the
amended agreement, we paid them $4.2 million (including $1.7 million in connection with our March 2001 sale of the businesses) in fiscal 2001 and issued them 1,315,271 and 197,835
shares of our Class A common stock on June 1, 2001 and March 1, 2002, respectively. The value of all consideration paid or issued subsequent to our decision to sell the businesses
(see Note 5) was included in our restructuring charges.

4.     FACILITY RELOCATION AND CORPORATE SEVERANCE

During fiscal 2002, we recorded charges of approximately $1.8 million related to our decision to relocate our contact center from Long Island City, New
York to Columbus, Ohio and $600,000 for severance related to a corporate cost-cutting initiative. As of February 1, 2003, $1.0 million remains accrued for lease payments in
fiscal 2003.

5.     MERGER, RESTRUCTURING AND FINANCE CHARGES

During fiscal 2000, dELiA*s Inc. and iTurf Inc. merged and we announced our intention to focus on our core dELiA*s brand and to sell or shut down
our non-core businesses. The merger and restructuring of our businesses included the following initiatives, which were substantially completed in fiscal 2001:



In
connection with these initiatives, we recorded the following in fiscal 2000:



The
total fiscal 2000 charge of $53.1 million was recorded as $30.0 million of merger and restructuring charges, a $19.8 million fiscal 2000 income tax charge and
$3.3 million in cost of sales. During fiscal 2000, we also reversed $800,000 of excess reserves relating to the completion of a fiscal 1999 restructuring initiative.

F-11

---

During
fiscal 2001, we recorded the following charges related to our restructuring initiatives:



During
fiscal 2001, we also recorded a $600,000 finance charge relating to the early termination of an interest rate swap that was tied to our distribution facility mortgage (see
Note 10) and agreed on a non-cash settlement of a class action suit relating to the November 2000 merger of dELiA*s Inc. and iTurf Inc (see Note 11.)

During
fiscal 2002, we recorded an additional net charge of $68,000 related to final lease settlements for our discontinued non-core businesses. As of February 1,
2003, approximately $900,000
remains accrued for future lease obligations relating to three leases that we are exiting as part of our restructuring initiatives. We expect this amount to be paid in full during fiscal 2003.

6.     SEGMENTS

We currently have two reportable segments: dELiA*s Direct and dELiA*s Retail. All of our other businesses, which were sold or shut down in fiscal 2001, are
included as "Non-core" below. Our two segments offer similar products to similar customers, but are managed separately because of their distribution methods. Both segments earn revenues
primarily from the sale of apparel, accessories and home furnishings to consumers. The Direct segment takes phone, online and mail orders from our customers and ships merchandise directly to those
customers. Our dELiA*s retail stores display merchandise primarily in mall stores and sell directly to customers who visit those locations. Inter-segment activity is minimal, is recorded at cost and
is eliminated in consolidation and in preparation of the disclosure below. We do not sell a significant amount of product outside of the United States.

We
evaluate performance and allocate resources primarily based on operating loss or income before certain expense allocations for shared resources; depreciation, amortization and
non-cash compensation; unusual items; interest and other income or expense, net; income taxes; extraordinary items; and cumulative effect of change in accounting principle. There are no
material differences

F-12

---

between
accounting policies used by the reportable segments in preparation of this information and those described in the summary of significant accounting policies in this report.

|Net revenues   |  | Fiscal 2000 |             | Fiscal 2001 |   | Fiscal 2002
|-------------- |  | ----------- | ----------- | ----------- | - | -----------
|dELiA*s Direct |  | $           | 96,251,000  |             | $ | 83,684,000 
|dELiA*s Retail |  |             | 45,097,000  |             |   | 54,285,000 
|Non-core       |  |             | 73,717,000  |             |   | 5,759,000  
|               |  |             |             |             |   |            
|Total          |  | $           | 215,065,000 |             | $ | 143,728,000
|               |  |             |             |             |   |            

|Loss before taxes, extraordinary item and cumulative effect
of change in accounting principle            |  | Fiscal 2000 |             | Fiscal 2001 |   | Fiscal 2002 |  
|-------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | ----------- | - | ----------- | -
|dELiA*s Direct operating loss                                                                            |  | $           | (936,000    | )           | $ | (1,066,000  | )
|dELiA*s Retail operating loss                                                                            |  |             | (369,000    | )           |   | (1,604,000  | )
|Non-core operating (loss) income                                                                         |  |             | (32,256,000 | )           |   | (3,481,000  | )
|Unallocated shared expenses                                                                              |  |             | (5,650,000  | )           |   | (7,899,000  | )
|Depreciation, amortization and non-cash compensation                                                     |  |             | (16,055,000 | )           |   | (2,770,000  | )
|Merger, restructuring, finance, facility relocation, corporate severance and other non-recurring charges |  |             | (33,635,000 | )           |   | (4,975,000  | )
|Merger settlement charge                                                                                 |  |             |            |             |   | (6,335,000  | )
|Gain on subsidiary IPO and sale of subsidiary stock                                                      |  |             |            |             |   |            |  
|Minority interest                                                                                        |  |             | 20,812,000  |             |   |            |  
|Interest and other income (expense), net                                                                 |  |             | 316,000     |             |   | 482,000     |  
|                                                                                                         |  |             |             |             |   |             |  
|Total                                                                                                    |  | $           | (67,773,000 | )           | $ | (27,648,000 | )
|                                                                                                         |  |             |             |             |   |             |  

|Assets at the end of fiscal year |  | Fiscal 2001 |            | Fiscal 2002
|-------------------------------- |  | ----------- | ---------- | -----------
|dELiA*s Direct inventory         |  | $           | 9,109,000  |            
|dELiA*s Retail inventory         |  |             | 5,531,000  |            
|Other assets                     |  |             | 67,792,000 |            
|                                 |  |             |            |            
|Total                            |  | $           | 82,432,000 |            
|                                 |  |             |            |            

7.     NET LOSS PER SHARE

Net loss per share for fiscal 2000 is calculated assuming that all shares of dELiA*s Inc. common stock that were eligible for exchange in the
November 2000 merger (see Note 1) were exchanged on the merger date. Net loss per share for fiscal 2001 is calculated assuming that the shares issued for settlement of the merger-related
class action lawsuit (see Note 11) were issued on the date of the settlement agreement.

The
following table sets forth the computation of basic and diluted net loss per share:

|                                                                                                                       |  | Fiscal 2000 |             | Fiscal 2001 |   | Fiscal 2002 |  
|---------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | ----------- | - | ----------- | -
|Net loss before extraordinary item and cumulative effect of change in accounting principle                             |  | $           | (79,715,000 | )           | $ | (27,648,000 | )
|                                                                                                                       |  |             |             |             |   |             |  
|Denominator for basic and diluted net loss per share                                                                   |  |             | 26,744,000  |             |   | 40,604,000  |  
|                                                                                                                       |  |             |             |             |   |             |  
|Basic and diluted net loss per share before extraordinary item and cumulative effect of change in accounting principle |  | $           | (2.98       | )           | $ | (0.68       | )
|                                                                                                                       |  |             |             |             |   |             |  

F-13

---

For
fiscal 2000, 2001 and 2002, all options (see Note 12) and any shares issued after the end of the respective fiscal year for the TheSpark.com acquisition (see Note 3)
were excluded from the computations of diluted loss per share.

8.     FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value reported in our balance sheets for cash and cash equivalents and debt approximate fair values. Our investments of $11.0 million as of
February 3, 2001 represent debt securities that are classified as held-to-maturity and carried at amortized cost. The fair value
of those debt security investments as of February 3, 2001 was $11.0 million based on quotes obtained from brokers for those instruments.

9.     PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated on the straight-line method over the estimated useful lives or, for leasehold
improvements, the shorter of the estimated useful lives or the remaining term of the lease. Depreciation expense for fiscal 2000, 2001 and 2002 was $7.1 million, $5.5 million and
$6.2 million, respectively. Major classes of property and equipment at the end of those fiscal years were as follows:

|                                  |  | Estimated Useful Lives |  | February 2, 2002 |            | February 1, 2003
|--------------------------------- |  | ---------------------- |  | ---------------- | ---------- | ----------------
|Furniture, fixtures and equipment |  | 310 years             |  | $                | 20,372,000 |                 
|Leasehold improvements            |  | Term of lease          |  |                  | 19,938,000 |                 
|Building                          |  | 40 years               |  |                  | 5,448,000  |                 
|Land                              |  | n/a                    |  |                  | 873,000    |                 
|                                  |  |                        |  |                  |            |                 
|Totalat cost                     |  |                        |  |                  | 46,631,000 |                 
|Less accumulated depreciation     |  |                        |  |                  | 16,423,000 |                 
|                                  |  |                        |  |                  |            |                 
|Total property and equipment, net |  |                        |  | $                | 30,208,000 |                 
|                                  |  |                        |  |                  |            |                 

Impairment and Other Non-cash Charges Relating to Property and Equipment

During the fiscal 2002, we reduced our retail store projections due to a decline in retail market conditions. Accordingly, we evaluated the value of property and
equipment associated with our retail stores. For fiscal 2002, selling, general and administrative expenses included a charge of approximately $2.0 million relating to the write-down
to fair value of tangible assets at eight dELiA*s retail stores. In addition, we recorded a charge in connection with our fiscal 2002 facility relocation of approximately $900,000 relating to the
write-off of leasehold improvements at the closed facility.

10.   LONG-TERM DEBT AND CREDIT FACILITIES

We are subject to certain covenants under the mortgage loan agreement relating to our fiscal 1999 purchase of our distribution facility in Hanover, Pennsylvania,
including a covenant to maintain a fixed charge coverage ratio. Effective May 1, 2001, the bank agreed to waive the fixed charge coverage ratio covenant through August 6, 2003 in
exchange for a principal payment of $2.0 million on May 7, 2001 and our agreement to pay on August 6, 2003 the outstanding principal balance as of that date. The principal balance
on the mortgage was $3.1 million as of February 2, 2002. The principal balance of $3.0 million as of February 1, 2003 is scheduled to be paid in full by August 2003.
We are currently considering several options with respect to the mortgage, including a refinancing, extension and other transactions, including a sale-leaseback, that would enable us to
satisfy our obligations. We expect to complete these efforts prior to the final payment date, although no assurances can be made that we will be successful. If we do not finalize an arrangement by
that time, it is likely that we will exercise a put option to sell the facility (see Note 15) and continue to use the facility under a new lease

F-14

---

arrangement.
During fiscal 2000, 2001 and 2002, the weighted average interest rate incurred on our mortgage was 8.8%, 6.0% and 3.6%, respectively.

During
fiscal 2001, we entered into a credit agreement with Wells Fargo Retail Finance LLC, a subsidiary of Wells Fargo & Company, that replaced our existing Congress facility. In
connection with our change in lenders, we recorded an extraordinary charge of approximately $800,000 in fiscal 2001. Upon adoption of SFAS 145 as of the beginning of fiscal 2003, we expect to
reclassify this charge to operations. During fiscal 2001 and 2002 and thereafter, we amended the agreement several times. In order to facilitate these amendments, we incurred normal fees and, in one
case, we repaid a significant portion of our outstanding loan. As amended, our credit agreement consists of a revolving line of credit that permits us to borrow up to $20 million (which we
retain the right to increase to $25 million in the first eighteen months at our option). The credit line is secured by our assets and borrowing availability fluctuates depending on our levels
of inventory and certain receivables. The agreement contains certain covenants and default provisions customary for credit facilities of this nature, including limitations on our capital expenditures.
At our option, borrowings under this facility bear interest at Wells Fargo Bank's prime rate plus 25 basis points or at the LIBOR Rate plus 250 basis points. A fee of 0.375%
per year is assessed monthly on the unused portion of the line of credit as defined in the agreement. The facility matures in April 2006. As of February 1, 2003, the outstanding balance,
which was classified as a current liability, was $3.9 million, outstanding letters of credit were $3.7 million and unused available credit was $2.1 million. During fiscal 2000,
2001 and 2002, the weighted average interest rate incurred on our credit facility was 9.5%, 7.0% and 5.6%, respectively.

During
fiscal 2000, 2001 and 2002, total interest expense was $1.3 million, $600,000 and $900,000, respectively.

11. COMMITMENTS AND CONTINGENCIES

Leases

As of February 1, 2003, dELiA*s was obligated under various long-term non-cancelable leases for offices, retail stores and
equipment requiring minimum annual rental payments. Those future obligations, including lease exit costs for which we've reserved in connection with our restructuring initiatives (see Note 5),
are payable as follows:

Fiscal

Capital Leases

Operating Leases2003

$
596,000

$
10,392,0002004


149,000


9,680,0002005





9,545,0002006





9,564,0002007





8,487,0002008 and thereafter





26,690,000Minimum lease payments

$
745,000

$
74,358,000


The
total minimum payments for capital leases include approximately $40,000 for imputed interest, which reduces the total future payments to a present value of approximately $705,000.
Amortization of assets recorded under capital leases is included with depreciation expense on our owned assets. (Note 9.)

F-15

---

Some of our retail store leases include contingent rent clauses that will result in higher payments if the store sales exceed expected levels. Some of our operating leases also include
renewal options and escalation clauses with terms that are typical for the industry. In addition, we are obligated to pay a proportionate share of increases in real estate taxes and other occupancy
costs for space covered by our operating leases. Rent expense for fiscal 2000, 2001 and 2002 consisted almost entirely of minimum rentals and was $7.8 million, $9.4 million and
$8.1 million, respectively.

Benefit Plan

We have a 401(k) retirement plan covering all eligible employees. Under the plan, employees can defer 1% to 15% of compensation up to federal limits. We may make
matching contributions on a discretionary basis. The employee's contribution is 100% vested and the employer's matching contribution vests over a five-year period. Our employer's
contributions to the plan were $82,000, $107,000 and $63,000 in fiscal 2000, 2001 and 2002, respectively.

Internet Alliances

In May 1999, we entered into a strategic marketing alliance with America Online, Inc. Over the original two-year term of the agreement,
we agreed to pay America Online a total of approximately $8.1 million. On March 30, 2001, the original agreement was superseded by a new agreement under which we agreed to pay our
remaining obligation of approximately $1.1 million to America Online over a 27-month period. In connection with the sale of our gURL.com business on May 24, 2001, we assigned
approximately $350,000 of obligations under our agreement with America Online to PrimediaNet. We remain liable to America Online for payment of all obligations under the agreement, including the
assigned obligations. In the event PrimediaNet defaults on the obligations it has assumed, we would have a contractual claim against PrimediaNet and Primedia. As of February 1, 2003, our
remaining payment obligation including the assigned amount was approximately $50,000.

Litigation

In June 1999, two purported securities class action lawsuits were filed against dELiA*s Inc. and certain of its officers and directors, and one
former officer of a subsidiary. The original complaints were filed in Federal District Court for the Southern District of New York. The suits were consolidated into a
single class action and an amended and consolidated complaint was filed on March 22, 2000. The complaint in this lawsuit purports to be a class action on behalf of the purchasers of our
securities during the period January 20, 1998 through September 10, 1998. The complaint generally alleges that the defendants violated Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder by making material misstatements and by failing to disclose allegedly material information regarding trends in our business. The complaint also
alleges that the individual defendants are liable for those violations under Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified damages, attorneys' and experts' fees
and costs, and such other relief as the court deems proper. On April 14, 2000, dELiA*s Inc. and the other named defendants filed a motion to dismiss the lawsuit. The motion to dismiss
was denied on March 29, 2001. By order dated December 10, 2001, the court certified the class. We filed our answer to the consolidated amended complaint in February 2002 and merit
discovery was completed in May 2002 and all other discovery was completed in September 2002.

The
parties have reached an agreement in principle on a settlement of the action. That agreement has not yet been memorialized and will not become effective until a stipulation of
settlement is executed by all parties and finally approved by the Court, after notice is given and an opportunity to object and a hearing has been accorded to all interested parties. On
December 9, 2002, the Court entered an Order discontinuing the action ("Order of Discontinuance"), without prejudice to any party to apply to the Court on five days' notice to restore the
action to the trial calendar if the settlement is not consummated within 45 days. By Orders dated January 17, January 30 and March 19, 2003, the

F-16

---

Court
further extended the Order of Discontinuance until 30 days following the date on which the pending settlement is approved by the Court. The parties are continuing to negotiate over
certain terms and conditions of the settlement, and the settlement papers have not been submitted for Court approval. There can be no assurances that the settlement will be completed. The claim and
proposed settlement are covered under our insurance policy. However, if the settlement is not completed, we cannot predict the outcome of any litigation or whether the resolution of the litigation
could have a material adverse effect on our business.

Between
August 17 and August 25, 2000, three purported class action complaints on behalf of stockholders of iTurf Inc., a partly-owned subsidiary of
dELiA*s Inc. at the time, were filed in Delaware Chancery Court against iTurf Inc., dELiA*s Inc. and each of iTurf's directors. These actions include: Pack v. Kahn, et al., Del.
Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del. Ch., C.A. No. 18258, and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All three complaints made virtually identical
claims, alleging that dELiA*s Inc. and the members of iTurf's board of directors breached their fiduciary duties to iTurf's public stockholders and that the merger exchange ratio was unfair to
iTurf's public stockholders. The actions were consolidated and an amended complaint was filed on January 19, 2001. On March 5, 2001, we answered that complaint, asserted affirmative
defenses and separately moved to strike certain allegations. Also on March 5, 2001, we moved to dismiss the complaint. On January 15, 2002, all parties entered into a stipulation and
agreement of compromise, settlement and release which became a final order in May 2002. Pursuant to the settlement, we issued one million shares of dELiA*s Class A common stock,
substantially all of which have been distributed to the members of the class. The total $6.3 million value of the non-cash settlement was recorded as a charge in the fourth quarter
of fiscal 2001.

12. STOCK-BASED COMPENSATION

Our incentive plans provide for the following types of awards to eligible employees: (i) stock options, including incentive stock options and
non-qualified stock options; (ii) stock appreciation rights, in tandem with stock options or freestanding; and (iii) restricted stock. The maximum number of shares of common
stock subject to each of the stock options or stock appreciation rights that may be granted to any individual is 750,000 for each fiscal year. If a stock appreciation right is granted in tandem with a
stock option, it shall apply against the individual limits for both stock options and stock appreciation rights, but only once against the maximum number of shares available under the incentive plans.

On
May 14, 2001, we issued 300,000 shares of restricted Class A common stock and options to purchase 300,000 shares to Andrea Weiss in connection with her employment as our
President. The shares vest over a four-year period in accordance with the following schedule: 40% in fiscal 2002; 30% in fiscal 2003; 20% in fiscal 2004 and 10% in fiscal 2005. The fair
value of the restricted stock at the time of grant was being amortized against earnings over the related vesting periods. During fiscal 2002, her employment agreement was amended such that restricted
stock and options scheduled to vest after September 2004 were forfeited. As of the date of that amendment, such shares were cancelled and related expense recognition was terminated. Deferred
compensation was reduced by $200,000 to reflect the resulting reduction in future compensation expense.

On
December 17, 2002, the employment agreement of another officer was amended so that he would be permitted to continue to vest in his restricted stock and options for several
months after relinquishing his responsibilities with us. In connection with this amendment, we recorded non-cash compensation expense for the $36,000 value of this effective grant.

Stock Options

On November 20, 2000, in connection with the merger of dELiA*s Inc. and iTurf Inc., dELiA*s Corp. assumed all of the options outstanding
under the dELiA*s Inc. incentive plans. Such options

F-17

---

were
adjusted to reflect the 1.715 merger exchange ratio with the number of shares underlying each option multiplied by the ratio and the related exercise prices divided by the ratio. All historical
stock option information of dELiA*s Inc. that is provided herein has been similarly restated. The 1.2 million iTurf Inc. options outstanding as of the date of merger, which had an
average exercise price of $9.77, continued to be outstanding after the merger with their terms and conditions unchanged, and are included in the total fiscal 2000 grants in the table below. From the
date of the recombination of dELiA*s Inc. and iTurf Inc., options are only available for grant under the 1999 Stock Incentive Plan. As of February 1, 2003, options to purchase
4.5 million shares were available for grant under the 1999 Stock Incentive Plan.

An
executive is party to a stock option agreement with us pursuant to which we granted such executive an option to purchase up to an aggregate of 428,750 shares of our Class A
common stock at an exercise price equal to the fair market value on the date of grant. The option became exercisable as to 85,750 shares on each of July 10, 1999, 2000, 2001 and 2002 and will
become exercisable as to 85,750 shares on July 10, 2003.

A
summary of our stock option activity for the three most recent fiscal years is as follows:

|                                 |  | Fiscal 2000 |   | Fiscal 2001 |      | Fiscal 2002
|-------------------------------- |  | ----------- | - | ----------- | ---- | -----------
|
|Outstanding, beginning of period |  | 5,808,076   |   | $           | 4.83 |            
|Granted                          |  | 4,069,695   |   |             | 4.10 |            
|Exercised                        |  | (7,277      | ) |             | 2.89 |            
|Canceled                         |  | (4,530,489  | ) |             | 4.44 |            
|                                 |  |             |   |             |      |            
|Outstanding, end of period       |  | 5,340,005   |   | $           | 4.60 |            
|                                 |  |             |   |             |      |            
|Exercisable, end of period       |  | 1,897,886   |   | $           | 4.96 |            
|                                 |  |             |   |             |      |            

The following summarizes our stock option information as of February 1, 2003:

|                 |  | Options Outstanding |  | Options Exercisable
|---------------- |  | ------------------- |  | -------------------
|
|Less than $2.50  |  | 1,268,566           |  | 8.2                
|$2.50 to $4.49   |  | 1,532,220           |  | 7.5                
|$4.50 to $7.49   |  | 1,172,334           |  | 8.6                
|$7.50 to $14.00  |  | 405,293             |  | 5.8                
|More than $14.00 |  | 76,750              |  | 6.2                
|                 |  |                     |  |                    
|Total            |  | 4,455,163           |  | 7.8                

In
the accompanying Consolidated Statement of Stockholders' Equity, fiscal 2001 stock option activity includes option exercises and restructuring-related adjustments.

Restricted Stock

During fiscal 2000, dELiA*s and iTurf issued restricted common stock primarily in exchange for outstanding options held by certain employees and
non-employee directors, resulting in the issuance of approximately 2.9 million shares (1.7 million pre-merger shares) of dELiA*s Inc. restricted common
stock, 1.1 million shares of iTurf restricted common stock, and 100,000 shares of dELiA*s Corp. common stock. Certain vesting schedules of the restricted stock were extended as compared to the
related option vesting schedules. Restricted stock was issued primarily in an effort to retain these employees at a time the exercise prices of their options were above current market prices for the
common stock.

F-18

---

The
value of dELiA*s restricted stock granted, based upon the market value as of the award date, is recorded as deferred compensation, an offset to stockholders' equity which is
amortized against earnings over the related vesting periods. Prior to the November 2000 merger, iTurf's restricted stock grant was recorded as minority interest and was being similarly
amortized against the earnings of that subsidiary. As a result of the merger, all unvested shares of iTurf restricted stock were revalued based on the current market price of dELiA*s Inc. stock
and such value was added to deferred compensation for amortization over the remaining vesting periods. During fiscal 2000, 2001 and 2002, we reduced the deferred compensation balance by a total of
$3.5 million, $1.3 million and $600,000, respectively, as we recognized non-cash compensation expense relating to restricted stock. The deferred compensation balance as of
February 2, 2002 and February 3, 2001 was $900,000 and $134,000, respectively.

In
the accompanying Consolidated Statement of Stockholders' Equity, issuances of restricted stock include the effect of subsidiary grants and are shown net of forfeitures and certain
restructuring-related adjustments. Some of these forfeitures relate to our cancellation of shares as of the vesting date as payment by the employee for employee taxes we pay on his or her behalf.
Alternatively, the employee may elect to repay us in cash. In connection with this option, we have employee receivables, including approximately $250,000 due from two of our officers, included in
prepaid expenses and other current assets.

13. STOCK OFFERING AND REPURCHASES

On June 19, 2001, we sold 5.74 million shares of our Class A common stock for approximately $29.5 million in net proceeds.

On
December 13, 2000, we announced that our Board of Directors authorized us to repurchase up to $2,000,000 worth of shares of our Class A common stock, subject to market
conditions. During the fourth quarter of fiscal 2000, we purchased approximately 700,000 shares of our Class A common stock at market value totaling approximately $800,000. Such shares were
classified as treasury stock at cost.

14. INCOME TAXES

The provision for income taxes is comprised of the following:

Fiscal 2000

Fiscal 2001

Fiscal 2002Federal:Current

$
(224,000
)
$


$
Deferred


9,401,000





State and local:Current








Deferred


2,765,000





Total provision

$
11,942,000

$


$



No
income tax provision or benefit was booked for fiscal 2001 or fiscal 2002 due to our current operating loss and a full valuation allowance on our deferred tax assets.

F-19

---

In connection with the November 2000 merger of dELiA*s Inc. and iTurf Inc., deferred tax liabilities of approximately $26.1 million were written off in
purchase accounting. In the absence of these deferred tax liabilities, an additional valuation allowance was required, which resulted in a fiscal 2000 merger-related tax charge of approximately
$19.8 million.

dELiA*s
had a federal net operating loss carryover ("NOL") of approximately $150.4 million as of February 1, 2003, including a separate company loss of
approximately $1.4 million relating to one of the noncore businesses that we sold in fiscal 2000. This separate company NOL is subject to limitation under the provisions of the Internal Revenue
Code. Our federal NOL will expire in 2012 through 2023.

The
effective income tax rates differed from the federal statutory income tax rates as follows:

|                                             |  | Fiscal 2000 |             | Fiscal 2001 |   | Fiscal 2002 |  
|-------------------------------------------- |  | ----------- | ----------- | ----------- | - | ----------- | -
|Federal taxes at statutory rates             |  | $           | (23,721,000 | )           | $ | (9,400,000  | )
|State and local taxes net of federal benefit |  |             | 1,797,000   |             |   | (1,871,000  | )
|Valuation allowance                          |  |             | 26,171,000  |             |   | 10,971,000  |  
|Goodwill amortization/ write-off             |  |             | 7,648,000   |             |   | (1,861,000  | )
|Merger settlement charge                     |  |             |            |             |   | 2,161,000   |  
|Other                                        |  |             | 47,000      |             |   |            |  
|                                             |  |             |             |             |   |             |  
|                                             |  | $           | 11,942,000  |             | $ |            |  
|                                             |  |             |             |             |   |             |  

The
significant components of our net deferred tax assets (liabilities) are as follows:

|                                      |  | February 2, 2002 |             | February 1, 2003 |  
|------------------------------------- |  | ---------------- | ----------- | ---------------- | -
|Deferred tax assets:                  |  |                  |             |                  |  
|Inventory reserves                    |  | $                | 956,000     |                  | $
|Net operating loss                    |  |                  | 40,656,000  |                  |  
|Uniform capitalizationinventories    |  |                  | 558,000     |                  |  
|Reserves and accruals                 |  |                  | 601,000     |                  |  
|Sales return allowance                |  |                  | 254,000     |                  |  
|Accrued restructuring                 |  |                  | 901,000     |                  |  
|Property and equipment/amortization   |  |                  | 692,000     |                  |  
|Catalog Costs                         |  |                  | 2,000       |                  |  
|Other                                 |  |                  | 222,000     |                  |  
|Valuation allowance*                  |  |                  | (44,732,000 | )                |  
|                                      |  |                  |             |                  |  
|Total deferred tax assets             |  |                  | 110,000     |                  |  
|Deferred tax liabilities:             |  |                  |             |                  |  
|Catalog costs                         |  |                  |            |                  |  
|Amortization                          |  |                  | (110,000    | )                |  
|                                      |  |                  |             |                  |  
|Total deferred tax liabilities        |  |                  | (110,000    | )                |  
|                                      |  |                  |             |                  |  
|Net deferred tax assets (liabilities) |  | $                |            |                  | $
|                                      |  |                  |             |                  |  

---

F-20

---

15.   SUBSEQUENT EVENTS

In February 2003, we entered into an agreement with JLP Daisy LLC, an affiliate of Schottenstein Stores, to license our dELiA*s brand on an exclusive basis
for wholesale distribution in certain product categories. Group 3 Design Corp., a leading brand management firm, has been retained to manage these licensing activities, which will focus on the
distribution of dELiA*s products primarily in mid- and upper-tier department stores. We received a $16.5 million cash advance against future royalties from the licensing
ventures. Once JLP Daisy recoups its advance plus a preferred return, the Company will receive a majority of the royalty stream after brand management fees. The initial term of the master license
agreement is 10 years, which is subject to extension under specified circumstances. The master license agreement may be terminated early under certain circumstances, including at the option of
the Company upon payment to JLP Daisy of an amount based upon royalties received from the sale of the licensed products. In addition, the Company granted to JLP Daisy a security interest in the
dELiA*s trademarks, although the only event that would entitle JLP Daisy to exercise its rights with respect to these trademarks is a termination or rejection of the master license agreement in a
bankruptcy proceeding. In connection with the engagement of Group 3
Design as brand manager, an executive of Group 3 Design received a warrant to purchase 50,000 shares of our Class A Common Stock.

Effective
April 29, 2003, we signed an amendment to our Credit Agreement with Wells Fargo Retail Finance LLC. (See Note 10.)

In
May 2003, we received an equity infusion of $2.7 million when a group of our directors and officers purchased 7,297,298 shares at $0.37 per share. In addition to the
equity transaction, the investing group provided us with a put option that would require them to purchase, but would not require us to sell, our Hanover distribution facility for an
agreed-upon price that would allow us to satisfy our outstanding mortgage. This put option is intended to provide us with an alternative means of satisfying the mortgage in case we are not
able to refinance, extend or otherwise satisfy the mortgage such as through a sale-leaseback arrangement. In consideration for the grant of the put option, the investors received warrants,
exercisable for an aggregate 600,000 shares of our stock at $0.37 per share.

F-21

---



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 our behalf by the undersigned thereunto duly authorized.

| |  |  | /s/STEPHEN I. KAHNStephen I. Kahn
Chairman of the Board and
Chief Executive Officer
| |  |  | -----------------------------------------------------------------------------------

Date:
May 16, 2003

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

|Signatures                                  |  | Title                                                                             |  | Date        
|------------------------------------------- |  | --------------------------------------------------------------------------------- |  | ------------
|                                            |  |                                                                                   |  |             
|/s/STEPHEN I. KAHNStephen I. Kahn           |  | Chairman of the Board and
Chief Executive Officer
(principal executive officer)   |  | May 16, 2003
|/s/EVAN GUILLEMINEvan Guillemin             |  | Chief Financial Officer and Director (principal financial and accounting officer) |  | May 16, 2003
|/s/CHRISTOPHER C. EDGARChristopher C. Edgar |  | Vice Chairman and Director                                                        |  | May 16, 2003
|/s/CLARE COPELANDClare Copeland             |  | Director                                                                          |  | May 16, 2003
|/s/S. ROGER HORCHOWS. Roger Horchow         |  | Director                                                                          |  | May 16, 2003
|/s/GERALDINE KARETSKYGeraldine Karetsky     |  | Director                                                                          |  | May 16, 2003
|/s/TIMOTHY U. NYETimothy U. Nye             |  | Director                                                                          |  | May 16, 2003
|/s/JOSEPH J. PINTOJoseph J. Pinto           |  | Director                                                                          |  | May 16, 2003
|/s/DOUG PLATTDoug Platt                     |  | Director                                                                          |  | May 16, 2003
|/s/ANDREA WEISSAndrea Weiss                 |  | Director                                                                          |  | May 16, 2003

F-22

---

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES  EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY ACT OF 2002

I,
Stephen I. Kahn, certify that:

Dated:
May 16, 2003

|By: |  | /s/STEPHEN I. KAHNStephen I. Kahn
Chairman of the Board and
Chief Executive Officer |  |  |  | 
|--- |  | ----------------------------------------------------------------------------------- |  |  |  | 

---

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES  EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY ACT OF 2002

I,
Evan Guillemin, certify that:

Dated:
May 16, 2003

|By: |  | /s/EVAN GUILLEMINEvan Guillemin
Chief Financial Officer |  |  |  | 
|--- |  | ------------------------------------------------------- |  |  |  | 

---

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. (incorporated by reference to Exhibit 3.2 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3, 2001)                                                                                                                                                                                          
|10.1 |  | Employment Agreement between dELiA*s Inc. and Christopher C. Edgar (incorporated by reference to Exhibit 10.2 to the dELiA*s Inc. Registration Statement on Form S-1 (Registration No. 333-15153))                                                                                                                                                                           
|10.2 |  | Form of Family Stockholders Agreement among dELiA*s Inc., Stephen I. Kahn and the persons listed on Exhibit A thereto (incorporated by reference to Exhibit 10.4 to the dELiA*s Inc. Registration Statement on Form S-1 (Registration No. 333-15153))                                                                                                                        
|10.3 |  | Amended and Restated 1996 Stock Incentive Plan of dELiA*s Inc. (incorporated by reference to the dELiA*s Inc. Schedule 14A filed on June 12, 1998)                                                                                                                                                                                                                           
|10.4 |  | iTurf Inc. 1999 Amended and Restated Stock Incentive Plan (incorporated by reference to Annex E of the joint proxy/prospectus included with the iTurf Inc. registration statement on Form S-4 (Registration No. 333-44916))                                                                                                                                                  
|10.5 |  | Lease Agreement dated May 3, 1995 between dELiA*s Inc. and The Rector, Church Wardens and Vestrymen of Trinity Church in the City of New York (the "Lease Agreement"); Modification and Extension of Lease Agreement dated September 26, 1996
(incorporated by reference to Exhibit 10.9 to the dELiA*s Inc. Registration Statement on Form S-1 (Registration No. 333-15153))
|10.6 |  | Agreement dated April 4, 1997 between dELiA*s Inc. and The Rector, Church Wardens and Vestrymen of Trinity Church in the City of New York amending the Lease Agreement (incorporated by reference to Exhibit 10.13 to the dELiA*s Inc. Annual Report on
Form 10-K for the fiscal year ended January 31, 1997)                                                                
|10.7 |  | Agreement dated October 7, 1997 between dELiA*s Inc. and The Rector, Church Wardens and Vestrymen of Trinity Church in the City of New York amending the Lease Agreement (incorporated by reference to Exhibit 10.14 to the dELiA*s Inc. Quarterly Report
on Form 10-Q for the fiscal quarter ended October 31, 1997)                                                        
|10.8 |  | Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Christopher C. Edgar, dated September 15, 1998 (incorporated by reference to Exhibit 10.15 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1998)                                                                                                                 
|10.9 |  | Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Evan Guillemin, dated September 15, 1998 (incorporated by reference to Exhibit 10.16 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1998)                                                                                                                       
|     |  |                                                                                                                                                                                                                                                                                                                                                                              

---

|10.10 |  | 1998 Stock Incentive Plan of dELiA*s Inc. (incorporated by reference to Exhibit 10.17 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1998)                                                                                                                     
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Intercompany Services Agreement between dELiA*s Inc. and iTurf Inc., dated April 8, 1999 (incorporated by reference to Exhibit 10.1 to the iTurf Inc. registration statement on Form S-1 (Registration No. 333-71123))                                                                                     
|10.12 |  | Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated April 8, 1999 (incorporated by reference to Exhibit 10.2 to the iTurf Inc. registration statement on Form S-1 (Registration No. 333-71123))                                                                                         
|10.13 |  | Advertising Agreement between iTurf Inc. and America Online, Inc., dated May 4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 1999)                                                                                
|10.14 |  | Construction Loan Agreement dated August 6, 1999, among dELiA*s Distribution Company, dELiA*s Inc. and Allfirst Bank (incorporated by reference to Exhibit 10.23 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999)                                             
|10.15 |  | Mortgage Note dated August 6, 1999 made by dELiA*s Distribution Company in favor of Allfirst Bank (incorporated by reference to Exhibit 10.24 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1999)                                                                
|10.16 |  | Registration Rights Agreement between iTurf Inc. and MarketSource Corporation (incorporated by reference to Exhibit 10.19 to the iTurf Inc. Registration Statement on Form S-1 (Registration No. 333-90435))                                                                                               
|10.17 |  | Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Christopher C. Edgar, dated October 18, 1999 (incorporated by reference to Exhibit 10.28 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1999)                                                 
|10.18 |  | Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Evan Guillemin, dated October 18, 1999 (incorporated by reference to Exhibit 10.29 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1999)                                                       
|10.19 |  | Lease Agreement dated January 30, 2000 by and between iTurf Inc. and the State-Whitehall Company (incorporated by reference to Exhibit 10.20 to the iTurf Inc. Annual Report on Form 10-K for the fiscal year ended January 29, 2000)                                                                      
|10.20 |  | Amended and Restated Credit Agreement among dELiA*s Inc. and its subsidiaries set forth on Schedule 1 thereto and Congress Financial Corporation dated April 28, 2000 (incorporated by reference to the dELiA*s Inc. Current Report on Form 8-K dated May
2, 2000)                                         
|10.21 |  | Amendment No. 3 to Employment Agreement between dELiA*s Inc. and Christopher C. Edgar, dated June 9, 2000 (incorporated by reference to Exhibit 10.36 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended April 29,
2000)                                                       
|10.22 |  | Employment Agreement between iTurf and Dennis Goldstein (incorporated by reference to Exhibit 10.13 to iTurf Inc. Registration Statement on Form S-1 (Registration No. 333-71123))                                                                                                                         
|10.23 |  | Amendment Number 1 to Employment Agreement between dELiA*s Corp. (f/k/a iTurf Inc.) and Dennis Goldstein (incorporated by reference to Exhibit 10.27 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3, 2001)                                                           
|10.24 |  | Amendment No. 1 to Amended and Restated Credit Agreement among dELiA*s Inc. and certain of its subsidiaries and Congress Financial Corporation, dated July 31, 2000 (incorporated by reference to Exhibit 10.28 to the dELiA*s Corp. Annual Report on Form
10-K for the fiscal year ended February 3, 2001)
|      |  |                                                                                                                                                                                                                                                                                                            

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|10.25 |  | Amendment No. 2 to Amended and Restated Credit Agreement among dELiA*s Inc. and certain of its subsidiaries and Congress Financial Corporation, dated November 10, 2000 (incorporated by reference to Exhibit 10.29 to the dELiA*s Corp. Annual Report on
Form 10-K for the fiscal year ended February 3, 2001)           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26 |  | Amendment No. 3 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated November 20, 2000 (incorporated by reference to Exhibit 10.30 to the dELiA*s Corp. Annual Report on
Form 10-K for the fiscal year ended February 3, 2001)          
|10.27 |  | Amendment No. 4 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated January 19, 2001 (incorporated by reference to Exhibit 10.31 to the dELiA*s Corp. Annual Report on
Form 10-K for the fiscal year ended February 3, 2001)           
|10.28 |  | Amendment No. 5 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated February 2, 2001 (incorporated by reference to Exhibit 10.32 to the dELiA*s Corp. Annual Report on
Form 10-K for the fiscal year ended February 3, 2001)           
|10.29 |  | Employment Agreement between Evan Guillemin and dELiA*s Inc. dated as of October 27, 2000 (incorporated by reference to Exhibit 10.33 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3, 2001)                                                                                         
|10.30 |  | Modification Agreement, dated as of May 4, 2001, among Allfirst Bank, dELiA*s Group Inc. and dELiA*s Distribution Company (incorporated by reference to Exhibit 10.34 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3,
 2001)                                                        
|10.31 |  | Employment Agreement among Andrea Weiss, dELiA*s Corp. and Stephen I. Kahn dated as of May 7, 2001 (incorporated by reference to Exhibit 10.33 to Amendment 1 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3,
2001)                                                                 
|10.32 |  | Employment Agreement between dELiA*s Corp. and Stephen I. Kahn dated as of April 24, 2001 (incorporated by reference to Exhibit 10.34 to Amendment 1 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 3, 2001)                                                                          
|10.33 |  | Amendment No. 6 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated May 4, 2001 (incorporated by reference to Exhibit 10.33 to the dELiA*s Corp. Quarterly Report on
Form 10-Q for the fiscal quarter ended May 5, 2001)               
|10.34 |  | Amendment No. 7 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated June 12, 2001 (incorporated by reference to Exhibit 10.34 to the dELiA*s Corp. Quarterly Report on
Form 10-Q for the fiscal quarter ended May 5, 2001)             
|10.35 |  | Amendment No. 8 to Amended and Restated Credit Agreement among dELiA*s Corp. and certain of its subsidiaries and Congress Financial Corporation, dated August 17, 2001 (incorporated by reference to Exhibit 10.35 to the dELiA*s Corp. Quarterly Report
on Form 10-Q for the fiscal quarter ended August 4, 2001)        
|10.36 |  | Loan and Security Agreement dated as of September 24, 2001 by and among Wells Fargo Retail Finance LLC, dELiA*s Corp., dELiA*s Operating Company, dELiA*s Distribution Company and dELiA*s Retail Company (incorporated by reference to Exhibit 10.1 to
the dELiA*s Inc. Current Report on Form 8-K dated October 5, 2001)
|      |  |                                                                                                                                                                                                                                                                                                                           

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|10.37  |  | First Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, dELiA*s Corp., dELiA*s Operating Company, dELiA*s Distribution Company and dELiA*s Retail Company, dated October 29, 2001 (incorporated by reference to
Exhibit 10.2 to the dELiA*s Corp. Quarterly Report on Form 10-Q for the fiscal quarter ended November 3, 2001)
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.38  |  | Employment Agreement between dELiA*s Corp. and Christopher C. Edgar dated as of December 20, 2001 (incorporated by reference to Exhibit 10.38 to the dELiA*s Corp. Annual Report on Form 10-K for the fiscal year ended February 2, 2002)                                                                                                                         
|10.39  |  | Amendment No.1 to Employment Agreement between dELiA*s Corp. and Andrea Weiss, dated October 12, 2002 (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated October 30, 2002)                                                                                                                                                            
|10.40  |  | Second Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, dELiA*s Corp., dELiA*s Operating Company, dELiA*s Distribution Company, and dELiA*s Retail Company, dated October 21, 2002 (incorporated by reference to
Exhibit 10.2 of Current Report on Form 8-K dated October 30, 2002)                                          
|10.41  |  | Third Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, as lender, and dELiA*s Corp., as lead borrower and agent for the other borrowers named within, dated December 18, 2002 (incorporated by reference to Exhibit
10.3 of Current Report on Form 8-K dated February 24, 2003)                                              
|10.42  |  | Fourth Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, as lender, and dELiA*s Corp., as lead borrower and agent for the other borrowers named within, dated February 10, 2003 (incorporated by reference to Exhibit
10.4 of Current Report on Form 8-K dated February 24, 2003)                                             
|10.43  |  | Fifth Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, as lender, and dELiA*s Corp., as lead borrower and agent for the other borrowers named within, dated February 24, 2003 (incorporated by reference to Exhibit
10.5 of Current Report on Form 8-K dated February 24, 2003)                                              
|10.45* |  | Sixth Amendment to Loan and Security Agreement by and among Wells Fargo Retail Finance LLC, dELiA*s Corp., dELiA*s Operating Company, dELiA*s Distribution Company, and dELiA*s Retail Company, dated April 29, 2003                                                                                                                                              
|10.46* |  | First Amendment to the Employment Agreement between dELiA*s Corp. and Christopher Edgar, dated December 23, 2002                                                                                                                                                                                                                                                  
|10.47* |  | First Amendment to the Employment Agreement between dELiA*s Corp. and Evan Guillemin, dated December 23, 2002                                                                                                                                                                                                                                                     
|10.48* |  | Securities Purchase Agreement dated May 12, 2003, by and between dELiA*s Corp. and Stephen I. Kahn                                                                                                                                                                                                                                                                
|10.49* |  | Securities Purchase Agreement dated May 12, 2003, by and between dELiA*s Corp. and Geraldine Karetsky                                                                                                                                                                                                                                                             
|10.50* |  | Securities Purchase Agreement dated May 12, 2003, by and between dELiA*s Corp. and Christopher C. Edgar                                                                                                                                                                                                                                                           
|10.51* |  | Securities Purchase Agreement dated May 12, 2003, by and between dELiA*s Corp. and Evan Guillemin                                                                                                                                                                                                                                                                 
|10.52* |  | Registration Rights Agreement dated as of May 12, 2003, by and between dELiA*s Corp. and Stephen I. Kahn, Geralidine Karetsky, Christopher C. Edgar and Evan Guillemin                                                                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                   

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|10.53* |  | Put Option Agreement dated as of May 12, 2003, by and among Stephen I. Kahn, Geralidine Karetsky, Evan Guillemin and Christopher C. Edgar and dELiA*s Corp.
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|10.54* |  | dELiA*s Corp. Warrant dated May 12, 2003 issued to Stephen I. Kahn                                                                                         
|10.55* |  | dELiA*s Corp. Warrant dated May 12, 2003 issued to Geraldine Karetsky                                                                                      
|10.56* |  | dELiA*s Corp. Warrant dated May 12, 2003 issued to Christopher C. Edgar                                                                                    
|10.57* |  | dELiA*s Corp. Warrant dated May 12, 2003 issued to Evan Guillemin                                                                                          
|23*    |  | Consent of Ernst & Young LLP                                                                                                                               
|99.1*  |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|99.2*  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          

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