SEC FORM 4

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

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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^*

Danderline Richard G

(Last)

(First)

(Middle)

DANDERLINE, RICHARD G, C/O CANDIE'S INC

215 WEST 40TH STREET

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CANDIES INC [ CAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Finance and Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2004		M		83,400	A	$1.2812	83,400	D
Common Stock	12/14/2004		S		61,000	D	$4.9697	22,400	D
Common Stock	12/14/2004		S		21,400	D	$5.01	1,000	D
Common Stock	12/14/2004		S		500	D	$5	500	D
Common Stock	12/14/2004		S		500	D	$4.92	0	D
Common Stock	12/15/2004		M		31,600	A	$1.2812	31,600	D
Common Stock	12/15/2004		S		11,600	D	$5.0036	20,000	D
Common Stock	12/15/2004		S		10,000	D	$4.98	10,000	D
Common Stock	12/15/2004		S		5,000	D	$4.97	5,000	D
Common Stock	12/15/2004		S		5,000	D	$5	0	D
Common Stock	12/16/2004		M		10,000	A	$1.2812	10,000	D
Common Stock	12/16/2004		M		10,000	A	$0.6875	20,000	D
Common Stock	12/16/2004		S		10,000	D	$4.9455	10,000	D
Common Stock	12/16/2004		S		10,000	D	$5.0009	0	D
Common Stock								1,889	I	By 401(K) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$1.2812	12/14/2004		M			83,400	⁽¹⁾	06/26/2010	Common Stock	83,400	$0	66,600	D
Employee Stock Option (Right to buy)	$1.2812	12/15/2004		M			31,600	⁽¹⁾	06/26/2010	Common Stock	31,600	$0	35,000	D
Employee Stock Option (Right to buy)	$1.2812	12/16/2004		M			10,000	⁽¹⁾	06/26/2010	Common Stock	10,000	$0	25,000	D
Employee Stock Option (Right to buy)	$0.6875	12/16/2004		M			10,000	12/21/2000	12/21/2010	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. The options exercised are part of a total of 150,000 options granted to the reporting person on 6/26/2000. These 150,000 options vest as to the underlying shares in equal annual installments of 25,000 on June 26 of each year with the first installment vesting on June 26, 2000.

	/s/ Richard G Danderline	12/16/2004
	** 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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