~~SECURITIES~~Securities ~~AND~~and ~~EXCHANGE~~Exchange ~~COMMISSION~~Commission

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~July 30~~August 7, 2003

Date of report (Date of earliest event reported)

~~DELIA~~dELiA*Ss ~~CORP~~Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-25347	13-3963754	~~13-3963754~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)	~~(I.R.S. Employer Identification Number)~~
435 Hudson Street, New York, New York		10014
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (212) 807-9060
Former name or former address, if changed since last report)

Registrant’s telephone number, including area code (212) 807-9060

Former name or former address, if changed since last report)

Item 5. Other Events.

On As previously disclosed, on July 3022, 2003, dELiA*s Corp. (~~“dELiA*s” or~~ the “Company”) ~~entered~~filed ~~into~~a ~~an Acquisition~~preliminary ~~Agreement~~proxy ~~(the~~statement ~~“Acquisition~~relating ~~Agreement”)~~to ~~with Alloy, Inc. (“Alloy”) and Dodger Acquisition Corp. (“Merger Sub”),~~ a ~~wholly~~Special ~~owned~~Meeting ~~subsidiary~~ of ~~Alloy. Pursuant~~Stockholders toscheduled ~~the Acquisition Agreement, as~~on ~~promptly~~September ~~as possible~~9, ~~but in no event later than August 6,~~ 2003, ~~Merger Sub shall commence an offer to purchase for cash all of~~ (the ~~Company’s issued and outstanding shares of Class A Common Stock, $.01 par value per share (~~“~~Common Stock~~Special Meeting”), at awhich ~~price~~it ofwas ~~$0.928~~intended ~~per share, net~~ to ~~the seller in cash, subject to~~seek ~~the~~stockholder ~~tender~~approval of ~~not less than~~ a ~~majority~~reverse ofstock ~~the~~split ~~outstanding~~which, ~~shares~~if ~~of Common Stock. Upon the closing of the tender offer~~authorized, ~~upon~~would ~~the terms and subject to the conditions set forth in the Acquisition~~be ~~Agreement~~implemented ~~and~~if ~~in accordance with~~ the ~~General~~Board ~~Corporation Law~~ of ~~the~~Directors ~~State~~determined ~~of Delaware,~~that ~~Merger~~it ~~Sub~~was ~~shall~~in ~~be merged with and into dELiA*s with dELiA*s as~~ the ~~surviving~~ ~~corporation. The foregoing~~best ~~description~~interests of the ~~tender~~Company ~~offer process, the resulting merger and the Acquisition Agreement is qualified in its entirety by reference~~ to ~~the Acquisition~~do ~~Agreement, a copy of which is incorporated herein by reference~~so.

~~In connection~~ Also ~~with~~as ~~the~~previously ~~execution~~disclosed, ofon ~~the~~August 6, ~~Acquisition Agreement~~2003, ~~Stephen~~a I.tender ~~Kahn,~~offer ~~Chairman~~was ~~and~~made by ~~Chief~~Dodger ~~Executive~~Acquisition ~~Officer~~Corp., ofa ~~dELiA*s~~Delaware ~~and~~corporation ~~Geraldine~~(“Purchaser”) ~~Karetsky,~~and a ~~director~~wholly owned subsidiary of ~~the Company~~Alloy, ~~and Mr~~Inc., ~~Kahn’s~~a ~~aunt~~Delaware corporation (“Parent”), ~~who~~to inpurchase all the ~~aggregate~~outstanding ~~own~~shares ~~approximately 35%~~ of ~~the outstanding~~ Common Stock, ~~contemporaneously~~at ~~executed~~ a ~~Tender~~purchase ~~and~~price ~~Stockholder Support~~of ~~Agreement~~$0.928 ~~(the~~per share, ~~“Support~~net ~~Agreement”)~~to ~~with~~the ~~Alloy~~seller ~~and~~in ~~Merger~~cash, ~~Sub~~on ~~in which~~ the ~~signatory~~terms ~~stockholders~~and ~~have agreed,~~ subject to ~~certain~~the ~~exceptions,~~conditions ~~not to~~set ~~transfer~~forth ~~their~~in ~~existing~~the ~~Common~~Offer ~~Stock and~~ to ~~tender~~Purchase, ~~their~~dated ~~shares~~August 6, of2003 ~~Common Stock to~~ (the ~~Merger~~“Offer ~~Sub~~to Purchase”), ~~during~~and the ~~tender~~related ~~offer~~Letter ~~period. The foregoing description~~ of Transmittal (the ~~Support~~“Letter ~~Agreement~~of ~~is qualified~~Transmittal” inwhich, ~~its~~together ~~entirety~~with bythe ~~reference~~Offer to ~~the Support Agreement~~Purchase, aas ~~copy~~they ofmay ~~which~~be ~~is attached~~amended ~~hereto~~ and supplemented ~~incorporated~~from ~~herein~~time byto ~~reference~~time, asconstitute ~~Exhibit~~the 2“Offer”).~~2 to this report.~~

In On August ~~addition~~4, 2003, the ~~press~~Company ~~release~~previously ~~issued~~disclosed onthat it had entered into a definitive Agreement and Plan of Merger and Reorganization, dated July 3130, 2003 (the by“Merger ~~dELiA*s~~Agreement”) ~~relating~~with Parent and Purchaser. Pursuant to the ~~signing~~Merger of Agreement, the ~~Acquisition~~Purchaser ~~Agreement~~will isbe ~~incorporated~~merged with ~~herein~~and byinto ~~reference~~the Company with the Company as ~~Exhibit~~the ~~99.1 to~~surviving ~~this~~corporation ~~report~~(the “Merger”).

On August 7, 2003, the Company, after discussions with Nasdaq, determined that pending the completion of the Merger, the Company will defer seeking stockholder approval of a reverse stock split. As a result, the Company will not, at this time, seek stockholder approval of a reverse stock split.

~~Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.~~SIGNATURES

(c) Exhibits.
Exhibit 2.1		Acquisition Agreement, by and among dELiA*s, Alloy and Merger Sub, dated July 30, 2003 (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the Commission by Alloy, Inc. on July 31, 2003).
Exhibit 2.2		Tender and Stockholders Support Agreement by and among Alloy, Merger Sub, Stephen I. Kahn and Geraldine Karetsky, dated July 30, 2003.
Exhibit 99.1		Press Release, issued July 31, 2003 (incorporated by reference to Schedule 14D-9C filed with the Commission by dELiA*s on July 31, 2003).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	dELiA*s Corp.

Date: August 12, 2003	By:	/s/ Stephen I. Kahn
		Name:	Stephen I. Kahn
		Title:	Chairman of the Board and Chief Executive Officer

~~SIGNATURES~~3

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		dELiA*s Corp.
Date:	August 4, 2003	By:	/s/ Stephen I. Kahn
			Stephen I. Kahn
			Chairman of the Board and
			Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Acquisition Agreement, by and among dELiA*s, Alloy and Merger Sub, dated July 30, 2003 (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the Commission by Alloy, Inc. on July 31, 2003).
2.2		Tender and Stockholders Support Agreement by and among Alloy, the Merger Sub, Stephen I. Kahn and Geraldine Karetsky, dated July 30, 2003.
99.1		Press Release, issued July 31, 2003 (incorporated by reference to Schedule 14D-9C filed with the Commission by dELiA*s on July 31, 2003).

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