Filed by dELiA*s Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and deemed filed pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934

                                                  Subject company: dELiA*s Inc.
              Commission File No. for related registration statement: 333-44916



The following is a transcript of a conference call with investors, analysts and
the public hosted by dELiA*s Inc. on September 8, 2000 and made available to the
public for replay via the Internet on September 11, 2000.

[The following text appears on the Internet prior to the listeners' receiving
the streaming replay of the conference call]

      iTurf has filed a proxy/registration statement and other documents with
      the United States Securities and Exchange Commission relating to the
      proposed merger between iTurf and dELiA*s. The proxy/registration
      statement will be mailed to shareholders after the SEC has declared the
      registration statement effective. Shareholders are urged to read the
      proxy/registration statement and other documents carefully because they
      will contain important information about the merger. These documents are
      available for free from the SEC's web site (www.sec.gov) and from dELiA*s
      and iTurf by contacting Morrow & Co., Inc., 445 Park Avenue, New York, NY
      10022.

      dELiA*s, its executive officers and its board of directors will be
      soliciting proxies from dELiA*s stockholders to vote in favor of the
      merger. dELiA*s executive officers and board of directors include Stephen
      Kahn, Christopher Edgar, Evan Guillemin, Clare Copeland, S. Roger Horchow,
      Geraldine Karetsky and Joseph J. Pinto. For information about these
      directors and executive officers, stockholders should refer to the
      proxy/registration statement filed by iTurf on August 31, 2000, which is
      available for free from the SEC's web site (WWW.SEC.GOV).

      Forward-looking statements in this conference call recording, including
      but not limited to those related to consummation of the proposed merger
      between dELiA*s and iTurf, expectations relating to future financial
      performance, synergies resulting from the proposed merger, the divestiture
      of non-core assets and the expansion and growth of each company's
      businesses are made pursuant to the Safe Harbor provisions of the Private
      Securities Litigation Reform Act of 1995. Forward-looking statements
      generally relate to future results or events. The terms "believes,"
      "expects," "intends," "anticipates" or "plans" and similar expressions are
      intended to identify some of the forward-looking statements contained in
      this press release. Forward-looking statements involve a number of risks,
      uncertainties and other factors beyond iTurf's and dELiA*s control, which
      may cause material differences in actual results, performance or other
      expectations. These factors include, but are not limited to, the condition
      of the financial markets generally; the risk that dELiA*s and iTurf's
      businesses will not be integrated successfully after the



      proposed merger; costs related to the proposed merger; the risk that
      dELiA*s or iTurf stockholders will fail to approve the merger or that
      litigation will delay or prevent the transaction's consummation; the
      ability of dELiA*s and iTurf to divest non-core assets on satisfactory
      terms or at all; access to financing to fund operations and the expansion
      strategies of each business; increases in the cost of materials, printing,
      paper, postage, shipping and labor; timing and quantity of catalog and
      electronic mailings; decreases in the rate of response to catalog and
      electronic mailings; each company's ability to leverage investments made
      in infrastructure to support expansion; acceptance of new retail concepts;
      availability of acceptable store sites and lease terms; ability to open
      new stores; possibility of increasing comparable store sales; adverse
      weather conditions and other factors affecting retail store sales; levels
      of competition; iTurf's ability to sell advertising; changes in the growth
      rate of Internet usage and online user traffic levels; levels of demand
      for Internet advertising; the ability to retain key personnel; the ability
      of computer systems to scale with growth in online traffic; difficulties
      in integrating acquisitions of new businesses and technology; general
      economic conditions; changes in the growth rate of Internet usage and
      online user traffic levels, general economic conditions and other factors
      affecting retail sales; dELiA*s ability to anticipate and respond to
      fashion trends; each company's dependence on third parties; and other
      factors detailed elsewhere in this press release, in iTurf's most recent
      registration statement on Form S-4 and in iTurf's and dELiA*s most recent
      annual reports on Form 10-K and quarterly reports on Form 10-Q filed with
      the Securities and Exchange Commission.

Operator:         Good morning, ladies and gentlemen, and welcome to dELiA*s
                  second quarter conference call hosted by Morgen Walke
                  Associates. Later we will conduct a question-and-answer
                  session, and instructions will follow at that time. If anyone
                  should require assistance during the call, please press the
                  star followed by the zero on your touch-tone phone. As a
                  reminder, this conference is being recorded, and it may not be
                  reproduced in whole or in part without written permission from
                  the company. I would now like to introduce Ms. Bernadette
                  Garfinkle of Morgen Walke Associates. Please go ahead, ma'am.

Bernadette        Thank you. Good morning, everyone, and thank you for joining
Garfinkle:        us today. Before we begin, I would like to note that this
                  conference call contains forward-looking statements with
                  respect to the future performance of dELiA*s that involves
                  risks and uncertainties. Various factors could cause the
                  actual results of the company to be materially different from
                  any future results expressed or implied by such
                  forward-looking statements. These factors are discussed in the
                  company's filings as well as iTurf's most recent registration
                  statement on Form S4, Securities and Exchange Commission. I
                  would now like to turn the call over to Evan Guillemin,
                  president of dELiA*s.

Evan Guillemin:   Thanks, Bernadette. Good morning and welcome to dELiA*s second
                  quarter conference call. On the call with me today are Steve
                  Kahn, Chairman and Chief Executive Officer; Jim Cooper,
                  Executive Vice President and Chief Financial Officer; and
                  Chris Edgar, Vice-Chairman and Chief Operating Officer. Jim
                  will walk you through the financial highlights in a moment,
                  but first I'll give you a brief recap of the quarter.

                  We continued to make important improvements in our core
                  dELiA*s business this quarter. Revenues from the dELiA*s
                  branded multi-channel business were up more than 40 percent
                  over last year, evidence of the continued and growing strength
                  of the dELiA*s brand, as well as the success of our retail
                  store expansion. The direct business again posted dramatic
                  increases in productivity and gross margin versus 1999 and
                  became closer to critical mass and profitability in our retail
                  business, opening another 11 stores to reach our current base
                  of 30. Perhaps most important, we announced plans to recombine
                  dELiA*s and iTurf and divest the Storybook Heirlooms an TSI
                  Soccer businesses. That will leave us with a united brand and
                  a strong management team focused on one core multi-channel
                  commerce business and a strong Internet media business.

                  Productivity in the direct channel continues to accelerate
                  with sales up on a double-digit percentage reduction in
                  catalogs mailed. Gross margin improved substantially over last
                  year, thanks to higher fill rates, lower freight expense, and,
                  most important, strong initial product margins in a season
                  that's traditionally driven by heavy discounts. Those trends
                  are gaining even more momentum going into the second half of
                  the year with back-to-school combined catalog and Web sales
                  posting productivity or sales-per-catalog increases of close
                  to 50 percent over last year, and initial margins continuing
                  to improve.

                  Products sold under the dELiA*s label now account for over 60
                  percent of Delia catalog sales, up from about 50 percent last
                  year, and those products continue to outperform versus our
                  other



                  suppliers. That's providing a more focused assortment, better
                  product depth, and continued margin improvement in the direct
                  business.

                  On the retail front, we've opened 11 new stores since the
                  start of the second quarter including powerful performance
                  like Roosevelt Field here in New York and WOOD FIELD out in
                  Chicago. Just as important, a more focused assortment and
                  better inventory management helped drive gross margins from
                  the low 20's in the same quarter last year to better than 45
                  percent this year. That's a result of strong sell-through,
                  well-controlled markdowns, and also the successful
                  introduction of a transitional product line in our tops
                  business, which is a new step for us.

                  We're continuing to narrow the merchandise assortment going
                  into the second half of the year and continuing to focus that
                  assortment around key items produced for and branded by
                  dELiA*s. For the back-to-school season this year, we did beat
                  our own branded denim program, and that's now substantially
                  outselling the other leading brands we carry. While we're
                  still honing the merchandise assortment as we develop more
                  history on the dELiA*s customer in the mall, we're seeing
                  excellent results from the items we focused our business
                  around this season.

                  We're encouraged by current business trends, which also
                  underpin our enthusiasm for the recombination with iTurf that
                  we announced last month. Combining the two companies provides
                  a powerful opportunity on two fronts. This deal will allow us
                  to better integrate management of the catalog in the Internet
                  business, and it should help us take the combined direct
                  business to a new level. At the same time, the combination
                  focuses the iTurf management team on growing an
                  advertising-supported business that should parallel the rapid
                  growth in traffic that's distinguished the network to date. In
                  that regard, the last quarter was another strong one, with
                  advertising revenue up more than 250 percent over last year,
                  and both visitor and page view metrics that exhibit continued
                  strength. We fully expect growth on both fronts to continue
                  into the back half of the year and beyond.

                  Looking back at the first half of 2000, we've built a
                  management team and infrastructure to position the dELiA*s
                  brand for robust growth in three channels. Our challenge in
                  the second half is to leverage that infrastructure and to
                  control our expenses in the early stages of a retail rollout.
                  We're making progress there, and the decision to divest both
                  TSI Soccer and Storybook Heirlooms, and to focus on our most
                  compelling growth opportunities will accelerate that progress.

                  The last quarter and the planned recombination reinforce my
                  confidence that we're now uniquely positioned to build a
                  powerful branded commerce business in the teen market and to
                  capitalize on what are now the leading teen communities
                  online.

                  With that overview, I'd like to turn you over to Jim Cooper to
                  review the financial performance for the quarter, after which
                  we'll open the floor to questions.

Jim Cooper:       Thank you, Evan. As Evan indicated, we enjoyed a solid second
                  quarter that not only attests to the progress we've made so
                  far this year, but also leaves us on a solid foundation to the
                  future, as we recombine with iTurf. Looking more closely at
                  the quarter, sales for the consolidated company in Q2 of 2000
                  increased 11.8 percent to 37.3 million. That's up from 33.4
                  million in the first quarter of 1999. dELiA*s branded
                  multi-channel sales increased 23.4 million in Q2, up 43
                  percent from prior year. Total direct channel sales, including
                  mail order and Internet commerce totaled 22.8 million in the
                  quarter and was ahead of prior year by almost 1 percent. Over
                  28 percent of direct channel sales were Internet commerce.
                  dELiA*s direct sales of 14.6 million were ahead of prior year
                  by 1.5 percent on a circulation reduction of over 16 percent,
                  the second consecutive quarter of strong double-digit
                  productivity improvement.



                  Internet non-commerce revenue of 1.3 million in Q2 increased
                  more than 250 percent versus the prior year and, finally,
                  retail sales rose over 27 percent from prior year to 13.4
                  million in the quarter, primarily on the strength of dELiA*s
                  premier store expansion.

                  Gross margin for the second quarter increased 470 basis points
                  to 43.4 percent compared to 38.7 percent in the second quarter
                  of 1999 with improvements in all distribution channels. Direct
                  channel margins improved by 3.1 percent to 42.3 percent.
                  That's versus the prior year of 39.2 percent, attributable to
                  strength and freight and product margins. Retail gross margins
                  in the second quarter were 40.1 percent versus 35.7 percent in
                  the second quarter of 1999. Margins in the dELiA*s premier
                  retail channel more than doubled over the prior year,
                  increasing 22.5 points to 43.6 percent in the quarter, and, as
                  Evan mentioned, retail gross margins benefited from better
                  inventory management as well as a more focused assortment of
                  merchandise in the stores.

                  Selling, general, administrative expenses before depreciation,
                  amortization, and other non-cash charges totaled 30.4 million
                  or 81.4 percent of sales in the current quarter versus 23.1
                  million, or 69.1 percent of sales in Q of 1999. Of the 30.4
                  million, expenses at iTurf were 12.2 million of which 7.9
                  million was sales and marketing related. iTurf comparable
                  expenses in Q2 of the prior year were 4 million, and of the
                  30.4 million, dELiA*s stand-alone expenses in Q2 were 18.2
                  million, actually down from prior year $900,000. Significantly
                  lower SG&A expenses in the catalog segment more than offset
                  increases in retail, primarily due to the expansion of the
                  dELiA*s premier chain and higher unallocated corporate
                  overhead.

                  SG&A related to depreciation, amortization, and other non-cash
                  charges was 4.8 million, or 12.8 percent of sales versus
                  800,000, or 2.5 percent of sales in the prior year. The 4
                  million year-over-year increase was attributable to retail
                  expansion, amortization and goodwill at the iTurf subsidiary
                  and non-cash charges related to a change in our equity
                  compensation plan.

                  Net loss in the second quarter was $10.5 million versus the
                  6.1 million net loss in the second quarter of 1999. dELiA*s
                  share of the iTurf loss in the second quarter was 5.7 million
                  versus 1.3 million in the prior year. The loss-per-share was
                  72 cents on 14.5 million weighted average shares outstanding
                  versus 42 cents on 14.3 billion weighted shares outstanding in
                  the second quarter of 1999.

                  As we will be reporting as a stand-alone entity in the third
                  quarter, we do not anticipate any significant change in
                  guidance for the third quarter on an operating basis. However,
                  we may take a non-cash charge to earnings in Q3 prior to
                  closing of the transaction. We continue to expect that,
                  post-merger, the combined company will achieve cash breakeven
                  on our core operations in the fourth quarter of this year and
                  on an ongoing basis starting in the second half of fiscal
                  2001.

                  Looking at the balance sheet on a consolidated basis, the
                  second quarter ending balance of cash and investments was over
                  $41 million. Q2 ending net inventory totaled 30.7 million
                  versus a prior year of 29.9 million with continued
                  double-digit sales growth projected for Q3 versus prior year.
                  Post-merger, the combined company expects to end this year
                  with ample cash. In addition, all of our land-based businesses
                  are expected to generate significant cash flow in the second
                  half of 2001, which means we do not anticipate a necessity to
                  return to the capital markets the fund growth for the
                  foreseeable future.

                  Before I open up the call to Q&A, I wanted to reiterate that
                  Q2, as well as Q3 results, will be reported separately by
                  dELiA*s and iTurf. Q4 results will be reported as a combined
                  company from the day the merger is completed, which we are all
                  excited about.



                  We'll now be happy to take any questions.

Operator:         Ladies and gentlemen, if you have a question, you will need to
                  press the 1 followed by the 4 on your telephone. You will hear
                  a three-tone prompt acknowledging your request. If your
                  question has been answered, and you would like to withdraw
                  your polling request, you may do so by pressing the 1, 3. If
                  you are using a speakerphone, please pick up your handset
                  before pressing the numbers. One moment, please, for the first
                  question. Jeff Klinefelter from US Bancorp Piper Jaffray,
                  please go ahead.

Jeff Klinefelter: I have a couple of quick questions for you. First of all,
                  could you go back and go through the margin analysis across
                  the channels? I understand you had a great margin improvement,
                  and I just wanted to get an idea of how you see that breaking
                  out through the stores, catalog, and e-commerce so that we can
                  get an idea, going forward, of how that may impact it as the
                  mix changes?

                  Secondly, if you could talk about the percent of dELiA*s
                  branded merchandise again. I didn't catch exactly what percent
                  it was of total and kind of where you saw that going, as well
                  as what the margin impact of that will be, assuming that the
                  private label, or dELiA*s branded product, is higher margin?

                  Finally, if you could just give us a little bit more color on
                  your anticipated store rollout through the next few quarters,
                  that would be great. Thank you.

J. Cooper:             OK, well, just a review of the margins. Margin, in total,
                  increased 470 basis points, and that was 43.4 versus 38.7 in
                  the second quarter of last year. The direct channel, which
                  would be the mail order and the e-commerce business improved
                  3.1 percent, and that was up to 42.3 percent, the prior year
                  was 39.2 percent, and in retail, in review, the second quarter
                  margins were 40.1 percent, margins in the same period last
                  year were 35.7 percent, and dELiA*s retail premier channel,
                  margins increased tremendously over 22.5 points to 43.6
                  percent in the quarter. I'll turn it over to Evan from there.

E. Guillemin:     I think it's worth noting -- there's an addendum there. As Jim
                  implied, the bulk of the improvement, both in the direct and
                  the retail channel, has been driven by increases in the
                  dELiA*s premier branded products. Within a direct channel, and
                  a major focus for us, has been to start to produce more
                  product under the dELiA*s brand. We're doing it, in part,
                  because it tends to generate higher sell-through, and it's a
                  more successful product for us. It's also a differentiator at
                  retail and on Internet and in the catalog, but it carries a
                  higher margin, as well, and I think that's what you're getting
                  toward.

                  In the direct business for this quarter, dELiA*s branded sales
                  accounted for close to 57 percent of total sales. That's up
                  from just over 50 last year. On the retail side, dELiA*s
                  branded sales ran about 40 percent, up from a little over 30
                  percent in Q1 of this year, and up from a much smaller number
                  in Q2 of last year. Part of what we've been doing also is
                  focusing the dELiA*s branded products around more of a key
                  item assortment, and that was a big success for us in the
                  retail chain with our tops and our tanks program. It's also
                  been very successful for us in the catalog, with a much
                  stronger basics component. In the back-to-school catalog, for
                  example, we'll probably do about three times the volume in
                  basic tops versus what we did last year on a much smaller pay
                  space expansion. So we're getting, again, better productivity
                  out of the dELiA*s branded products as well as a higher
                  margin, and we would expect that as we continue to increase
                  that percentage of dELiA*s branded products, we've got an
                  opportunity to lift margins forward next year.



J. Klinefelter:   OK. Could you also comment on the store rollout plans? With
                  respect to the challenges that you will face now with a
                  multi-channel strategy, can you give us some color on
                  inventory management techniques that you anticipate utilizing
                  so that you can plan and react quickly as those various
                  channels ramp up at different rates?

E. Guillemin:     Sure. Let me hit the retail rollout plans first. We're at 30
                  stores now, which is on target with what we'd hoped for this
                  year, actually a little bit earlier than we had originally
                  anticipated, which is great. We've got those all up and
                  running for the back-to-school season.

                  We're anticipating growth in the neighborhood of 40 percent to
                  50 percent next year in the dELiA*s retail chain. We'd expect
                  to be able to step on the pedal a little bit and accelerate
                  that beyond in coming years. Some of that is detailed in the
                  S4, which talks a little bit about anticipated retail growth,
                  and I'd point you there for specific numbers, but I think
                  we've been very happy with our ability to secure locations
                  this year and next year. Both Roosevelt and WHITFIELD are good
                  examples of that. They've been great performers for us, along
                  with King of Prussia, and we think there are some other very
                  nice top 10 stores we're looking at, and also some great
                  regional superstores over the next year.

                  In terms of inventory management, that is actually one of the
                  biggest advantages of combining the companies, and it's
                  something we're very excited about. We're going to be looking
                  very hard over the next six months at ways to take retail
                  products and ways to take, ultimately, in that exclusive
                  product, get that up in the Internet, and really combine what
                  should be the best advantages of both channels -- that you
                  have highly customized, highly personalized ability to sell on
                  the `Net, but you've also gotten the ability to mark your
                  products down real time and to ship your assortment on a
                  real-time basis. To date, we haven't taken advantage of a lot
                  of that. I think with the combined company and one management
                  structure, it's going to be a key focus for us. We're already
                  doing, I think, a very good job of managing product and
                  balancing inventory between the catalog and the Web. As we
                  bring retail into that mix, there's a real opportunity to ship
                  product quickly between three channels and to utilize the
                  retail inventory information we've got on the `Net as well.

                  All that gets a lot easier, as well, as we do more and more of
                  our own product, and as we focus that product around key item
                  assortments, and that's what we're finding, particularly in
                  the catalog side, is we're really able to go to a strong,
                  strong basics program and increase the amount of key items
                  that we're selling in the back-to-school book and the fall
                  books. We're getting better margins, we've got more control
                  over our inventory and more flexibility in terms of buying dry
                  goods. So that's a trend that we'll continue to push on. I
                  think it makes it easier to manage inventory between the three
                  channels.

J. Klinefelter:   OK, thanks a lot. Very nice quarter.

Operator:         The next question comes from Dorothy Lakner from CIBC World
                  Markets. Please go ahead, ma'am.

Dorothy Lakner:   Yes, good morning, thank you. A couple of questions -- could
                  you talk about the trends in average transaction and also
                  units per transaction across the different channels? Secondly,
                  what are we looking at in terms of circulation trends in the
                  second half? You were looking at circulation being below last
                  year by 16 percent in this quarter. What are we looking at in
                  the back half of the year? And then, lastly, could Chris talk
                  about the trends in merchandising? Branded denim has done
                  really well for you, but what other key items are doing
                  particularly well and what are the fashion trends that you're
                  picking up on?



E. Guillemin:     OK, I'll let Jim speak specifically to the circulation plans.
                  I think in terms of circulation for the second versus what
                  we've planned, we've been very happy with the results we've
                  seen on back-to-school and fall books. I think there's a
                  little bit of room to bump up circulation as we go into the
                  back half of the year beyond what we had originally forecast.
                  So we may get closer to flat to last year with the current
                  plan.

                  On the first question, looking at average transactions and
                  order size, we continue to see a higher average order in the
                  direct channel versus the retail. I don't think that's going
                  to change dramatically. We've actually seen a nice jump in
                  average order across both the catalog and the Internet
                  channels, and I think that's a function, both of a little bit
                  higher units per transaction that we're bumping up there, and
                  also our ability to experiment with some slightly
                  higher-priced items in there.

                  On the retail side, we're going to be pushing to do the same
                  type of thing, to look at places where we've been successful
                  and higher priced items that still deliver a lot of value to
                  the customer, get those into the retail stores, and also
                  probably play with the top to bottoms assortment a little bit,
                  where I think we had huge success with the denim program in
                  the retail stores but we, frankly, could have been more highly
                  inventoried in that, and we could expand that to other areas
                  of bottoms and make sure that we're promoting the bottoms
                  aggressively, and we get that ratio up to the point where our
                  average ticket in the store starts to move up as well, but
                  we're currently experiencing, probably, an average ticket -- 2
                  to 2.2 times the size of retail in the catalog in the Internet
                  channel.

J. Cooper:        And just embellishing on the circulation just a bit-- first
                  half circulation was down. The second half would be flat
                  versus prior year.

C. Edgar:         Just to give you a little bit of color on the retail side in
                  terms of the way the assortment's performing, et cetera, and
                  Evan can certainly speak to this also. Broadly speaking, the
                  quarter and looking at our back-to-school season a little bit
                  with a preliminary return versus last year, was to take a
                  very, very broad, almost shotgun-style experimental from last
                  year and try to tailor it to something that was a little bit
                  more focused with more of an emphasis on key item programs.
                  That's something that Trish has been able to focus on with a
                  certain degree of success since coming in last spring.
                  Obviously, that didn't leave her a whole lot of time to work
                  on back to school, but she has been able, with the merchant
                  group, to make some inroads there. As you can see from walking
                  around the store, increasingly gravitating the assortment
                  toward the apparel side and away from shoes. You'll notice
                  that footwear has almost entirely disappeared from the stores
                  versus last year.

                  Accessories continues to be a little bit less of a focus for
                  us. We do anticipate some strong potential there, especially
                  as we move into the holiday season, with items like slippers
                  and pajamas, but for back to school, it's really much more
                  heavily apparel-focused, and as Evan pointed out, on the key
                  item side, the denim there was really the big story for us. I
                  think that when you consider the difficulty of creating a
                  branded denim business, we're really super encouraged by the
                  extent to which those items flew off the shelves for us. As
                  Evan pointed out, we need to do a better job of inventorying
                  those next year than we did this year, but we have gotten a
                  strong indication that there is a great business there for us.

                  Some of the other key item experiments that we made this year
                  seem to have done well for us dELiA*s basics program, the
                  dip-dye HOODY, for example, is another item that did very,
                  very well for us. I think that by continuing to bulk out
                  pieces of the assortment there, put even more emphasis as we
                  build our production facilities, we'll be able to take even
                  better advantage in years to come on the back-to-school side.



                  Some other bright spots out there, as well, the logo T
                  business is actually very strong for us. I think that shows
                  some good progress that it made on the visual merchandising
                  side last year. We had been reasonably successful with the
                  logo T because we've always had a pretty good selection, but I
                  think we've done a better job of presenting that and been a
                  little bit more intelligent about adding depth in certain
                  styles there, and then also we had some good success on some
                  of the novelty items, particularly ones that are developed
                  in-house, and there was actually, in a few places, some good
                  results on some outer wear that we actually didn't expect to
                  do, even selling on this early, but includes as an experiment,
                  and I think that suggests, again, as we continue to build out
                  production resources that there are some items like jackets
                  and even higher-priced sweaters that can help us out on the
                  average ticket side and do a good job for us building margin
                  as we increase those capabilities.

E. Guillemin:     And just on the second quarter, Dorothy, the business that was
                  really driven by dELiA*s basics, the tank, in particular, were
                  great performers for us and one of our big successes was
                  introducing a transitional color line in the June/July
                  timeframe, which really helped us preserve margins and avoid
                  taking a lot of markdowns on the rest of the goods. So that
                  was primarily tanks, dELiA*s branded crews, and some of the
                  other basics on the short side that drove business in the
                  second quarter.

D. Lakner:        Great, thanks.

Operator:         Kelly Armstrong from First Union Capital Markets, please go
                  ahead.

Kelly Armstrong:  Good morning, everybody. I wondered if you could talk a little
                  bit about the businesses you're planning to dispose of. Are
                  you guys planning to circulate any catalogs for TSI or
                  Storybook in this third quarter? And can you just talk a
                  little bit about your plans in terms of that?

E. Guillemin:     Sure. Again, I think it's worth stressing, both on the
                  Storybook and the TSI side, we think we've got two very good,
                  robust businesses that have a lot of growth potential left.
                  It's just that they're both better off with a partner who can
                  focus on those opportunities with them, and we've got enough
                  to tackle here with the dELiA*s and a huge enough opportunity
                  with the dELiA*s multi-channel commerce business that we think
                  we're better off finding a different partner for those
                  businesses. At the same time, we'll continue to run them. We
                  expect them both to be nice performers in the third quarter in
                  particular, which is traditionally a TSI Soccer sweet spot.

                  On the TSI side, we've seen a nice revival in the market,
                  especially for the performance goods and footwear. Branded
                  apparel, the larger branded apparel segments remain somewhat
                  soft, and I think we're seeing that across the industry, but
                  TSI in August has seen some pretty nice comp store sales, so
                  the retail business is starting to recover from a very tough
                  first half, and on the catalog side, or the direct channel
                  side, we actually saw great productivity improvements in the
                  second quarter, and we're very sanguine about the prospects,
                  going forward.

                  So we do plan to mail books and operate both businesses. We
                  think in the back half of the year, it's a stronger time for
                  both businesses, and we're excited about the prospects. At the
                  same time, we're having conversations with a number of
                  interested buyers, and we would hope to have found good strong
                  partners for both those businesses by the end of the year.

K. Armstrong:     OK, thanks. I have two more questions. Can you just get more
                  specific on the sales productivity improvement on the dELiA*s
                  catalog in the second quarter? And then also can you talk a
                  little bit about the retail profitability model. Where are you
                  guys anticipating these stores are coming out in terms of
                  sales per store, profitability per store, that kind of
                  discussion?



E. Guillemin:     Sure, I'll tackle the first part of that, and Jim can chime in
                  on the latter. With the preface, of course, that this is still
                  relatively early in the retail history, so we can give you
                  some projections and our thoughts, but we have a full-year
                  history with one store in there.

                  On the catalog side, I think the best way to really look at
                  the productivity improvement is by catalog mail. Coming from
                  the spring catalog, where we saw productivity improvement in
                  the 20-percent neighborhood, we were up well above 40 percent
                  in the summer book, and that's just looking at total Internet
                  and catalog sales per catalog mail, which is, roughly, the
                  equivalent of a comp store number for retail. That number has
                  increased to close to 50 percent in the current back-to-school
                  book, and it looks very strong in fall as well. We're looking,
                  literally, on back-to-school, at productivity improvements of
                  50 percent or more on the dELiA*s catalog in terms of sales
                  per catalog mailed, and that's been gradually steepening from
                  spring through summer and to back-to-school. I think it's been
                  driven by a terrific redesign that's a much better
                  presentation of merchandise, but it's really been driven by
                  that continual honing of the merchandise assortment as we get
                  more information on which key items are selling and how we can
                  predict those trends, we're able to incorporate that into the
                  next book and focus the merchandise assortment further. So
                  both on the tops and the bottoms side, we've been cultivating
                  a very strong basics program and concentrating more of our buy
                  and more of our presentation there, at the same time that
                  we're keeping a lot of novelty items out there that maintain
                  what I think has always been unique and distinct to the
                  dELiA*s brand.

                  On top of that, we're mailing and contacting customers a lot
                  more intelligently and, I think, again, going forward,
                  combining the two businesses, the improvement in contact
                  strategy that offers a real upside here as we start to very,
                  very gradually achieve the right mix between catalog mailings,
                  smaller mailings, and frequent e-mail contacts. There's a real
                  opportunity with your best buyers and with your
                  Internet-inclined buyers, to generate ultimately incremental
                  sales with a much cheaper, more efficient contact strategy.

MAN:              Post-merger, Kelly, also, we'll have registration days online
                  of over 9.5 million including the community properties and,
                  obviously, it's just much, much less expensive to contact
                  those potential buyers as opposed to putting a catalog in the
                  mail, and that's, obviously, one of the key efficiencies of
                  post-merger for us and operating the direct business as a
                  whole.

E. Guillemin:     Yeah, but, to date, it's really been a merchandise assortment
                  and a presentation change that is continuing to drive the
                  productivity improvements we spoke about.

J. Cooper:        In terms of retail year-to-date we actually have a four-wall
                  positive EBITDA first half of the year. For the full year, we
                  will experience positive EBITDA -- in fact, it's under scale,
                  and so as a channel, you know, we still need to expand to have
                  positive EBITDA on the total channel basis. Revenues,
                  obviously, will scale to about $40 million this year. The way
                  expansion is set up is we have to achieve a hurdle rate, a tax
                  on cash payback of less than two years, and a return on
                  investment of approximately 40 percent for expansion, which is
                  really a calculation of EBIT divided by the investment base,
                  and 2001, the size of that channel, will scale to be positive
                  EBITDA as a channel and going forward.

E. Guillemin:     Yeah, and it's worth noting, those hurdles are hurdles that we
                  would hope to exceed this year and next.

K. Armstrong:     In terms of the retail business, are you guys going to start
                  reporting comp sales in the second half of this year?



E. Guillemin:     I think for us it's just making sure that we have a comp base
                  that is relevant enough so by the fourth quarter we'll have a
                  decent comp base. I think we will start to report comp sales
                  either fourth or first quarter, and the third quarter, there's
                  still enough stores that opened at the beginning of third
                  quarter last year that you're still looking at a base of three
                  or four stores that's probably not quite as meaningful, but we
                  think it's going to be to our benefit to start talking about
                  comp sales, so we'll do it as soon as we think we have a
                  number that's just legit for people to look at, and I think
                  that will be fourth or first quarter.

K. Armstrong:     The last question on follow-up on retail -- it looks like you
                  guys have some opportunity in the SG&A area for retail. Can
                  you talk a little bit about what the first steps are in terms
                  of bringing that more in line with the industry?

E. Guillemin:     I'll actually let Jim follow up -- I just want you to know
                  that the point he made earlier is a good one -- that we've
                  done a good job over the last three to six months of managing
                  our store level expenses reasonably well. I think there's
                  still room to go, but the biggest piece of this is we've got a
                  corporate infrastructure here including distribution base and
                  a buying team that's effectively equipped to serve 150 stores,
                  and as we scale, next year we'll expect to make good money in
                  the retail business and we expect SG&A to get closer to
                  industry standards. A big piece of getting that SG&A to the
                  right number is going to be scale, and it should start to
                  happen very soon and should really start to accelerate beyond
                  that.

J. Cooper:        Yes, I think that covered it.

K. Armstrong:     OK, thank you, guys.

Operator:         Ladies and gentlemen, if there are any additional questions,
                  please press the 1 followed by the 4 at this time. Once again,
                  if you have a question, please press 1,4 at this time. I am
                  showing no further questions at this time. Please continue
                  with your presentation or any closing remarks.

E. Guillemin:     OK, I'd like to thank all of you for your time this morning
                  and invite you to visit any of the dELiA*s stores or the
                  company over the next couple of months. We look forward to
                  speaking again soon. Have a great morning.

Operator:         Ladies and gentlemen, that does conclude your conference for
                  today. You may all disconnect and thank you for participating.