SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MLF INVESTMENTS LLC (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol dELiAs, Inc. [ DLIA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share(1)(2)	09/30/2008		J(3)		5,117,998	D	$0	5,193	I(4)	By MLF Offshore Master(4)
Common Stock, par value $0.001 per share(1)(2)	09/30/2008		J(5)		218,147	D	$0	0	I(6)	By MLF Partners 100, L.P.(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MLF INVESTMENTS LLC (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FESHBACH MATTHEW L (Last) (First) (Middle) 455 N. INDIAN ROCKS ROAD, SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF CAPITAL MANAGEMENT LP (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF CAYMAN GP LTD (Last) (First) (Middle) TRIDENT TRUST COMPANY (CAYMAN), LTD. ONE CAPITAL PLACE (Street) PO BOX 847 GT (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF Holdings LLC (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF OFFSHORE PORTFOLIO CO LP (Last) (First) (Middle) TRIDENT TRUST COMPANY (CAYMAN), LTD. ONE CAPITAL PLACE (Street) PO BOX 847 GT (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF PARTNERS L P (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MLF PARTNERS 100 LP (Last) (First) (Middle) 455 N. INDIAN ROCKS RD. SUITE B (Street) BELLEAIR BLUFFS FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is jointly filed by MLF Investments, LLC ("MLFI"), Matthew L. Feshbach, MLF Partners 100, L.P., ("MLF 100"), MLF Partners, L.P. ("MLF Partners"), MLF Offshore Portfolio Company, L.P. ("MLF Offshore"), MLF Cayman GP, Ltd. ("MLF Cayman"), MLF Capital Management L.P. ("MLF Capital") and MLF Holdings, LLC ("MLF Holdings") (collectively, the "Reporting Persons").

2. (continued from previous footnote) MLF Cayman is the general partner of MLF Offshore. MLF Capital is the sole shareholder of MLF Cayman and the general partner of each of MLF 100 and MLF Partners. MLF Holdings is the general partner of MLF Capital. MLFI is the investment advisor of each of MLF Partners, MLF 100 and MLF Offshore. Mr. Feshbach is the managing member of each of MLF Capital, MLF Holdings and MLFI. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. This transaction represents an in-kind distribution of shares of the Issuer's Common Stock, for no additional consideration, from MLF Offshore to its partners.

4. Shares owned directly by MLF Offshore. MLF Cayman, as the general partner of MLF Offshore, may be deemed to beneficially own the shares owned by MLF Offshore. MLF Capital, as the sole shareholder of MLF Cayman, may be deemed to beneficially own the shares owned by MLF Offshore. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF Offshore. MLFI, as the investment advisor of MLF Offshore, may be deemed to beneficially own the shares owned by MLF Offshore. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF Offshore. Each of Mr. Feschbach, MLFI, MLF Holdings, MLF Capital and MLF Cayman disclaims beneficial ownership of the shares owned by MLF Offshore except to the extent of his or its pecuniary interest therein.

5. This transaction represents an in-kind distribution of shares of the Issuer's Common Stock, for no additional consideration, from MLF 100 to its partners.

6. Shares owned directly by MLF 100. MLF Capital, as the general partner of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. MLF Holdings, as the general partner of MLF Capital may be deemed to beneficially own the shares owned by MLF 100. MLFI, as the investment advisor of MLF 100, may be deemed to beneficially own the shares owned by MLF 100. Mr. Feshbach, as the managing member of MLF Holdings and MLFI, may be deemed to beneficially own the shares owned by MLF 100. Each of Mr. Feschbach, MLFI, MLF Holdings and MLF Capital disclaims beneficial ownership of the shares owned by MLF 100 except to the extent of his or its pecuniary interest therein.

	By: MLF Investments, LLC, By: /s/ Matthew L. Feshbach, its managing member	10/02/2008
	By: /s/ Matthew L. Feshbach	10/02/2008
	By: By: MLF Holdings LLC, its general partner; By:/s/Matthew L. Feshbach, its managing member	10/02/2008
	By: By: MLF Capital Management, L.P., its sole shareholder; By: /s/ Matthew L. Feshbach, its managing member	10/02/2008
	By: By: /s/ Matthew L. Feshbach, its managing member	10/02/2008
	By: By: MLF Cayman G.P., Ltd., its general partner; By: MLF Capital Management, L.P., its sole stockholder; By: MLF Holdings, LLC, its general partner; By: /s/Matthew L. Feshbach, its managing member	10/02/2008
	By: By: MLF Capital Management, L.P., its general partner; By: MLF Holdings, LLC, its general partner; By: /s/ Matthew L. Feshbach, its managing member	10/02/2008
	By: MLF Partners 100, L.P., By: MLF Capital Management, L.P., its general partner, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L. Feshbach, its managing member	10/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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