<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         AMENDMENT NO. 1 ON FORM 10-K/A
                          TO ANNUAL REPORT ON FORM 10-K

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 2003

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

        For the transition period from ______________ to ______________.

                        Commission File Number: 000-26023

                                   ALLOY, INC.
                Exact name of registrant as specified in charter

              DELAWARE                                  04-3310676
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

                        151 WEST 26TH STREET, 11TH FLOOR
                               NEW YORK, NY 10001
                     (Address of principal executive office)

       (212) 244-4307 (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, PAR VALUE $0.01

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

The aggregate market value, based upon the closing sale price of the shares as
reported by the Nasdaq National Market, of voting and non-voting common equity
held by non-affiliates as of April 25, 2003 was $216,089,542 (excludes shares
held by executive officers, directors, and beneficial owners of more than 10% of
the Registrant's common stock). Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of management or policies of the
Registrant or that such person is controlled by or under common control with the
Registrant.

The number of shares of the Registrant's Common Stock outstanding on April 25,
2003 was 41,072,166.

Certain information in the Registrant's definitive proxy statement for its 2003
Annual Meeting of Stockholders, which is expected to be filed with the
Securities and Exchange Commission within 120 days of the Registrant's fiscal
year end, is incorporated by reference into Part III of this Report.

                               * * * * * * * * * *

                                EXPLANATORY NOTE

We filed our original Annual Report on Form 10-K for the fiscal year ended
January 31, 2003 on May 1, 2003. This Amendment No. 1 on Form 10-K/A is being
filed solely for the purpose of filing as Exhibit 23.1 hereto a revised version
of the Independent Auditors Consent of KPMG LLP, our independent auditors. The
revised Independent Auditors Consent attached hereto as Exhibit 23.1 supercedes
and replaces Exhibit 23.1 filed with our original Annual Report on Form 10-K. No
attempt has been made in this Amendment No. 1 on Form 10-K/A to the Annual
Report on Form 10-K to otherwise modify or amend disclosures contained in our
original filing or to modify or update for events which occurred subsequent to
the original filing.

THIS AMENDMENT DOES NOT CHANGE ANY PREVIOUSLY REPORTED FINANCIAL RESULTS OF
OPERATIONS.


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ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A)  FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

         (1) Consolidated Financial Statements.

         The financial statements required by this item were submitted in our
Annual Report on Form 10-K filed May 1, 2003. See "Index to Financial Statements
and Schedule" on page F-1 of that Annual Report on Form 10-K.

         (2) Financial Statement Schedules.

         The Schedule required by this item was submitted in our Annual Report
on Form 10-K filed May 1, 2003. See "Index to Financial Statements and Schedule"
on page F-1 of that Annual Report on Form 10-K.

         (3) Exhibits.

         The list of exhibits required by this item is submitted in a separate
section of this Amendment No. 1 on Form 10-K/A to Annual Report on Form 10-K.
See the "Exhibit Index" beginning on the page immediately following the
signature and certification pages hereto.

(B)  REPORTS ON FORM 8-K

          No Current Reports on Form 8-K were filed during the fourth quarter of
the fiscal year ended January 31, 2003.


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 on Form 10-K/A to the Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:      May 16, 2003                  Alloy, Inc.

                                        BY: /S/ MATTHEW C. DIAMOND
                                           ----------------------------------
                                           Matthew C. Diamond
                                           Chairman of the Board and Chief
                                           Executive Officer


<PAGE>






      CERTIFICATION

      I, Samuel A. Gradess, Chief Financial Officer, certify that:

      1. I have reviewed this amendment to the annual report on Form 10-K of
      Alloy, Inc. (as so amended, the "annual report");

      2. Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

      4. The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

           a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

           b) evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this annual report (the "Evaluation Date"); and

           c) presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

           a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have identified
      for the registrant's auditors any material weaknesses in internal
      controls; and

           b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      controls; and

      6. The registrant's other certifying officer and I have indicated in this
      annual report, whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

      Date:  May 16, 2003                    By:  /s/  Samuel  A. Gradess
                                             ----------------------------
                                             Samuel  A.  Gradess
                                             Chief  Financial  Officer
                                             (Principal  Financial  Officer)





<PAGE>





                                        CERTIFICATION

      I,  Matthew C. Diamond, Chief Executive Officer, certify that:

      1. I have reviewed this amendment to the annual report on Form 10-K of
      Alloy, Inc. (as so amended, the "annual report");

      2. Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

      4. The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

           a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

           b) evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this annual report (the "Evaluation Date"); and

           c) presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

           a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have identified
      for the registrant's auditors any material weaknesses in internal
      controls; and

           b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      controls; and

      6. The registrant's other certifying officer and I have indicated in this
      annual report, whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

      Date:  May 16, 2003         By: /s/ Matthew C. Diamond
                                  -----------------------------
                                  Matthew  C.  Diamond
                                  Chief  Executive  Officer
                                  (Principal Executive Officer)




<PAGE>





                                  EXHIBIT INDEX

                             DESCRIPTION OF DOCUMENT

EXHIBIT
NUMBER                DESCRIPTION OF DOCUMENT

2.1 Asset Purchase Agreement dated as of December 1, 1999 by and among Alloy
Online, Inc., Alloy Acquisition Corporation and Celebrity Sightings, LLC
(incorporated by reference to Alloy's Current Report on Form 8-K filed December
21, 1999).

2.2 Agreement and Plan of Reorganization dated as of January 21, 2000, by and
between Alloy Online, Inc., Alloy Acquisition Sub, Inc., 17th Street Acquisition
Corp. and Leslie N. Morgenstein and Ann Brashares (incorporated by reference to
Alloy 's Current Report on Form 8-K filed August, 2, 2000).

2.3 Agreement and Plan of Reorganization dated as of July 17, 2000, by and
between Alloy Online, Inc., Alloy Acquisition Sub, Inc., Kubic Marketing, Inc.
and SWI Holdings LLC (incorporated by reference to Alloy's Current Report on
Form 8-K filed August 2, 2000).

2.4 Agreement and Plan of Merger dated as of April 11, 2001, by and between
Alloy Online, Inc., Landon Media Group, Inc., Carnegie Communications, Inc., and
the Stockholders of Landon Media Group, Inc. (incorporated by reference to
Alloy's Current Report on Form 8- K dated April 26, 2001).

2.5 Agreement and Plan of Reorganization, dated as of July 3, 2001, by and among
Alloy Online, Inc., CASS Communications, Inc. and Alan M. Weisman (incorporated
by reference to Alloy's Current Report on Form 8-K filed July 10, 2001).

2.6 First Amendment to Agreement and Plan of Reorganization, dated as of August
1, 2001, by and among Alloy Online, Inc., CASS Communications, Inc. and Alan M.
Weisman (incorporated by reference to Alloy's Current Report on Form 8-K filed
August 14, 2001).

2.7 Agreement and Plan of Reorganization, dated as of September 28, 2001, by and
among Alloy, Inc., Alloy Acquisition Sub, Inc., Dan's Competition, Inc., Daniel
E. Duckworth and Dianna J. Duckworth (incorporated by reference to Alloy's
Current Report on Form 8-K filed October 15, 2001).

2.8 Asset Purchase Agreement, dated as of November 26, 2001, by and between
Alloy, Inc., Alloy Acquisition Sub, Inc. and MarketSource Corporation
(incorporated by reference to Alloy's Current Report on Form 8-K filed December
11, 2001).

3.1 Restated Certificate of Incorporation of Alloy Online, Inc. (incorporated by
reference to Alloy's Registration Statement on Form S-1 (Registration Number
333-74159)).

3.2 Certificate of Amendment of Certificate of Incorporation of Alloy Online,
Inc. (incorporated by reference to Alloy's Current Report on Form 8-K filed
August 13, 2001).

3.3 Certificate of Amendment of Restated Certificate of Incorporation of Alloy
Online, Inc. (incorporated by reference to Alloy's Current Report on Form 8-K
filed March 13, 2002).

3.4 Certificate of Designations, Preferences and Rights of the Series B
Convertible Preferred Stock of Alloy Online, Inc. (incorporated by reference to
Alloy's Current Report on Form 8-K filed June 21, 2001).

3.5 Restated Bylaws (incorporated by reference to Alloy's Registration Statement
on Form S-1 (Registration Number 333-74159)).

4.1 Form of Common Stock Certificate (incorporated by reference to Alloy's
Registration Statement on Form S-1 (Registration Number 333-74159)).

4.2 Warrant to Purchase Common Stock, dated as of November 26, 2001, issued by
Alloy, Inc. to MarketSource Corporation (incorporated by reference to Alloy's
Current Report on Form 8-K filed December 11, 2001).

4.3 Warrant to Purchase Common Stock, dated as of January 28, 2002, issued by
Alloy, Inc. to Fletcher International Ltd. (incorporated by reference to Alloy's
Current Report on Form 8-K/A filed February 1, 2002).

4.4 Form of Warrant to Purchase Common Stock, dated as of June 19, 2001, issued
by Alloy Online, Inc. to each of the Purchasers (incorporated by reference to
Alloy's Current Report on Form 8-K filed June 21, 2001).

4.5 Demand Note, dated as of August 1, 2001, by and between Alloy Online, Inc.
and Alan M. Weisman (incorporated by reference to Alloy's Current Report on Form
8-K filed August 14, 2001).

<PAGE>

4.6 Demand Note, dated as of September 28, 2001, by and between Alloy, Inc. and
Daniel E. Duckworth (incorporated by reference to Alloy's Current Report on Form
8-K filed October 15, 2001).

4.7 Demand Note, dated as of September 28, 2001, by and between Alloy, Inc. and
Dianna J. Duckworth (incorporated by reference to Alloy's Current Report on Form
8-K filed October 15, 2001).

4.8 Warrant to Purchase Common Stock, dated as of January 28, 2002, issued by
Alloy, Inc. to Fletcher International Ltd.(incorporated by reference to Alloy's
Amended Current Report on Form 8-K filed February 1, 2002).

4.9 Warrant to Purchase Common Stock, dated as of March 18, 2002, issued by
Alloy, Inc. to Craig T. Johnson (incorporated by reference to Alloy's Annual
Report on Form 10-K filed May 1, 2003).

4.10 Warrants to Purchase Common Stock, dated as of March 18, 2002, issued by
Alloy, Inc. to (i) Debra Lynn Millman, (ii) Kim Suzanne Millman, and (iii)
Ronald J. Bujarski (substantially identical to Warrant referenced as Exhibit
4.11 in all material respects, and not filed pursuant to Instruction 2 of Item
601 of Regulation S-K).

4.11 Warrant to Purchase Common Stock, dated as of November 1, 2002, issued by
Alloy, Inc. to Alan M. Weisman (incorporated by reference to Alloy's Annual
Report on Form 10-K filed May 1, 2003).

10.1 Lease Agreement between Alloy Online, Inc. and Abner Properties Company,
c/o Williams Real Estate Co., Inc., dated as of November 2, 1999 (incorporated
by reference to Alloy's 2000 Annual Report on form 10-K filed May 1, 2000).

10.2 First Lease Modification Agreement between Alloy Online, Inc. and Abner
Properties Company, c/o Williams Real Estate Co., Inc., dated December 18, 2000
(incorporated by reference to Alloy's 2001 Annual Report on form 10-K filed May
1, 2001).

10.3 Agreement of Lease between Irving Realty Co. and Daniel Weiss Associates,
Inc., dated as of May 8, 1996 (incorporated by reference to Alloy's 2000 Annual
Report on form 10-K filed May 1, 2000).

10.4 Sublease Agreement between United Parcel Service and Central Coast
Surfboards dated May 15, 1996, as amended by the First Addendum to Sublease
Agreement dated October 1, 1998 (incorporated by reference to Alloy's Annual
Report on form 10-K filed May 1, 2001).

10.5 Lease Agreement dated January 27, 1992 between Arthur Segal Trust, c/o
Patterson Realty and Central Coast Surfboards, as amended by the First Lease
Amendment dated April 29, 1994, and as further amended by the Second Lease
Amendment (undated), and as further amended by the Third Lease Amendment
(undated) (incorporated by reference to Alloy's Annual Report on form 10-K filed
May 1, 2001).

10.6 Termination of Fulfillment Services Agreement, Settlement Agreement and
Release of Claims between Online Direct, Inc. and Alloy Online, Inc. dated as of
April 14, 2000 (incorporated by reference to Alloy's Annual Report on Form
10-K filed May 1, 2000).

10.7 Services Agreement between Distribution Associates, Inc. and Alloy Online,
Inc. dated as of March 31, 2000 (incorporated by reference to Alloy's Annual
Report on Form 10-K filed May 1, 2000).

10.8 Alloy,  Inc.  Amended and Restated 1997 Employee, Director and Consultant
Stock  Option and Stock  Incentive  Plan (incorporated by reference to Alloy's
Annual Report on Form 10-K filed May 1, 2003).

10.9 Amended and Restated Alloy, Inc. 2002 Incentive and Non-Qualified Stock
Option Plan (incorporated by reference to Alloy's Annual Report on Form 10-K
filed May 1, 2003).

10.10 Employment Agreement dated April 19, 1999 between Matthew C. Diamond and
Alloy Online, Inc. (incorporated by reference into Alloy's Registration
Statement on Form S-1 (Registration Number 333-74159)).

10.11 Employment Agreement dated April 19, 1999 between James K. Johnson, Jr.
and Alloy Online, Inc. (incorporated by reference into Alloy's Registration
Statement on Form S-1 (Registration Number 333- 74159)).

10.12 Employment Agreement dated April 19, 1999 between Samuel A. Gradess and
Alloy Online, Inc. (incorporated by reference into Alloy's Registration
Statement on Form S-1 (Registration Number 333-74159)).

10.13 Non-Competition and Confidentiality Agreement dated November 24, 1998
between Matthew C. Diamond and Alloy Online, Inc. (incorporated by reference

<PAGE>


into Alloy's Registration Statement on Form S-1 (Registration Number
333-74159)).

10.14 Non-Competition and Confidentiality Agreement dated November 24, 1998
between James K. Johnson, Jr. and Alloy Online, Inc. (incorporated by reference
into Alloy's Registration Statement on Form S-1 (Registration Number
333-74159)).

10.15 Non-Competition and Confidentiality Agreement dated November 24, 1998
between Samuel A. Gradess and Alloy Online, Inc. (incorporated by reference into
Alloy's Registration Statement on Form S-1 (Registration Number 333-74159)).

10.16 Employment Letter dated February 22, 1999 between Neil Vogel and Alloy
Online, Inc. (incorporated by reference into Alloy's Registration Statement on
Form S-1 (Registration Number 333-74159)).

10.17 Non-Qualified Stock Option Agreement dated as of August 2, 1999 between
Neil Vogel and Alloy Online, Inc. (incorporated by reference into Alloy's 2000
Annual Report on Form 10-K filed May 1, 2000).

10.18 Non-Qualified Stock Option Agreement dated as of November 4, 1999 between
Neil Vogel and Alloy Online, Inc. (incorporated by reference into Alloy's 2000
Annual Report on Form 10-K filed May 1, 2000.)

10.19 Employment Offer Letter dated May 24, 2000 between Robert Bell and Alloy
Online, Inc. (incorporated by reference into Alloy's 2001 Annual Report on Form
10-K filed May 1, 2001).

10.20 Non-Competition and Confidentiality Agreement dated March 24, 2000 between
Robert Bell and Alloy Online, Inc. (incorporated by reference into Alloy's 2001
Annual Report on Form 10-K filed May 1, 2001).

10.21 Incentive Stock Option Agreement dated as of July 19, 2000 between Alloy
Online, Inc. and Robert Bell. (incorporated by reference into Alloy's 2001
Annual Report on Form 10-K filed May 1, 2001).

10.22 Non-Qualified Stock Option Agreement dated as of July 19, 2000 between
Alloy Online, Inc. and Robert Bell. (incorporated by reference into Alloy's 2001
Annual Report on Form 10-K filed May 1, 2001).

10.23 Flexible Standardized 401(k) Profit Sharing Plan Adoption Agreement
(incorporated by reference into Alloy's Registration Statement on Form S-1
(Registration Number 333-74159)).

10.24 1999 Employee Stock Purchase Plan (incorporated by reference into Alloy's
Registration Statement on Form S-1 (Registration Number 333-74159)).

10.25 Investment Representation and Lockup Agreement, dated as of September 28,
2001, by and among Alloy, Inc., Daniel E. Duckworth and Dianna J. Duckworth
(incorporated by reference to Alloy's Current Report on Form 8-K filed October
15, 2001).

10.26 Investment Representation and Lockup Agreement, dated as of November 26,
2001, by and between Alloy, Inc. and MarketSource Corporation (incorporated by
reference to Alloy's Current Report on Form 8-K filed December 11, 2001).

10.27 Agreement, dated as of January 25, 2002 between Alloy, Inc. and Fletcher
International, Ltd. (incorporated by reference to Alloy's Current Report on Form
8-K filed January 29, 2002).

10.28 Securities Purchase Agreement by and among Alloy Online, Inc, BayStar
Capital, L.P., BayStar International, Ltd., Lambros, L.P., Crosslink Crossover
Fund III, L.P., Offshore Crosslink Crossover Fund III Unit Trust, Bayview
Partners, the Peter M. Graham Money Purchase Plan and Trust and Elyssa
Kellerman, dated as of June 19, 2001 (incorporated by reference to Alloy's
Current Report on Form 8-K filed June 20, 2001).

10.29 Registration Rights Agreement, dated as of June 19, 2001, by and among
Alloy Online, Inc, BayStar Capital, L.P., BayStar International, Ltd., Lambros,
L.P., Crosslink Crossover Fund III, L.P., Offshore Crosslink Crossover Fund III
Unit Trust, Bayview Partners, the Peter M. Graham Money Purchase Plan and Trust
and Elyssa Kellerman (incorporated by reference to Alloy's Current Report on
Form 8-K filed June 20, 2001).

10.30 Investment Representation and Lockup Agreement, dated as of August 1,
2001, by and among Alloy Online, Inc. and Alan M. Weisman (incorporated by
reference to Alloy's Current Report on Form 8-K filed August 14, 2001).

10.31 Office Lease Agreement between 1800 Sherman Associates and Cass
Communications, Inc., dated July 31, 1993, including Storage Lease Amendment
dated September 30, 1998, and Second Amendment to Lease dated September 30, 1998
between Prentiss Properties Acquisition Partners, L.P. and Cass Communications,
Inc. (incorporated by reference to Alloy's Quarterly Report on Form 10-Q filed
September 14, 2001).

10.32 Sublease Agreement between Cass Communications, Inc. and Cass Recruitment
Media, Inc., dated August 1, 2001 (incorporated by reference to Alloy's
Quarterly Report on Form 10-Q dated September 14, 2001).

10.33 Storage Lease Agreement between 1800 Sherman Associates and Cass
Communications, Inc., dated April 21, 1994 (incorporated by reference to Alloy's
Quarterly Report on Form 10-Q filed September 14, 2001).

<PAGE>

10.34 Consent to and Assignment of Lease and Storage Lease, as amended and
supplemented by and between 1800 Sherman Associates and Cass Communications,
Inc., between Prentiss Properties Acquisition Partners, L.P., dated as of July
31, 2001 (incorporated by reference to Alloy's Quarterly Report on Form 10-Q
filed September 14, 2001).

10.35 Standard Office Lease between Arden Realty Finance Partnership, L.P. and
Cass Communications, Inc., dated as of September 11, 1998 (incorporated by
reference to Alloy's Quarterly Report on Form 10-Q filed September 14, 2001).

10.36 Lease between Empire State Building Company and Cass Communications, Inc.,
dated as of November 23, 1999 (incorporated by reference to Alloy's Quarterly
Report on Form 10-Q filed September 14, 2001).

10.37 Lease Agreement by and between Bike Land, LLC and Dan's Competition, Inc.,
dated September 28, 2001 (incorporated by reference to Alloy's Quarterly Report
on Form 10-Q filed December 17, 2001).

10.38 Lease Agreement by and between Bikeland, LLC and Dan's Competition, Inc.,
dated September 28, 2001 (incorporated by reference to Alloy's Quarterly Report
on Form 10-Q filed December 17, 2001).

10.39 Second Lease Modification Agreement between Alloy, Inc. and Abner
Properties Company, c/o Williams Real Estate Co., Inc., dated as of January 28,
2002 (incorporated by reference to Alloy's Annual Report on Form 10-K filed May
1, 2002).

10.40 Assignment and Assumption of Lease between Alloy, Inc. and Goldfarb &
Abrandt dated as of February 1, 2002 (incorporated by reference to Alloy's
Annual Report on Form 10-K filed May 1, 2002).

10.41 Sublease Agreement between Alloy Acquisition Sub, Inc. and MarketSource,
Inc., dated as of November 26, 2001 (incorporated by reference to Alloy's Annual
Report on Form 10-K filed May 1, 2002).

10.41.1 Consent to Assignment, dated December 12, 2002, by and among Martin D.
Levine, MarketSource, L.L.C., 360 Youth, Inc. and 360 Youth, L.L.C. (incorported
by reference to Alloy's Annual Report on Form 10-K filed May 1, 2003).

10.42 Sublease Agreement between Alloy Acquisition Sub, Inc. and MarketSource,
Inc., dated as of November 26, 2001 (incorporated by reference to Alloy's Annual
Report on Form 10-K filed May 1, 2002).

10.43 Fourth Lease Amendment between the Arthur Segal Trust and Phase Three,
Inc., dated May 23, 2001 (incorporated by reference to Alloy's Annual Report on
Form 10-K filed May 1, 2002).

10.44 First Amendment to Standard Office Lease, dated as of November 1, 2001, by
and between Arden Realty Finance Partnership, L.P. and Alloy, Inc. (incorporated
by reference to Alloy's Annual Report on Form 10-K filed May 1, 2002).

10.45 Modification to Lease dated November 2, 1999, as modified by that certain
Second Lease Modification Agreement dated as of January 28, 2002, by and between
Alloy, Inc. and Abner Properties Company, dated April 16, 2002 (incorporated by
reference to Alloy's Quarterly Report on Form 10-Q filed June 14, 2002).

10.46 Master Services Agreement, dated as of February 1, 2002, by and between
NewRoads, Inc. and Alloy, Inc. (incorporated by reference to Alloy's Quarterly
Report on Form 10-Q filed June 14, 2002).

10.47 Sublease Agreement, dated October 24, 2002 between Epigenx
Pharmaceuticals, Inc. and Armed Forces Communications, Inc., d/b/a Market Place
Media (incorporated by reference to Alloy's Quarterly Report on Form 10-Q filed
September 16, 2002).

10.48 Third Lease Modification and Extension Agreement, dated as of August 31,
2002 between Abner Properties Company c/o Williams USA Realty Services, Inc. and
Alloy, Inc. (incorporated by reference to Alloy's Quarterly Report on Form 10-Q
filed December 16, 2002).

21.1  Subsidiaries  of Alloy,  Inc.  as of January  31,  2003  (incorporated  by
reference to Alloy's Annual Report on Form 10-K filed May 1, 2003).

23.1 Consent of KPMG LLP (filed with this Amendment No. 1 on Form 10-K/A
to Annual Report on Form 10-K).

99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code) (incorporated by reference to Alloy's Annual Report on Form 10-K filed May
1, 2003).

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