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
	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) 2401 WEST BAY DRIVE SUITE 124 (Street) LARGO FL 33770 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLOY INC [ ALOY ]	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) 12/23/2004
	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, $.01 par value	12/23/2004		P		78,100	A	$6.78	5,555,065	I(1)	MLF Partners(2)
Common Stock, $.01 par value	12/27/2004		P		20,000	A	$6.9	5,575,065	I(1)	MLF Partners(2)
Common Stock, $.01 par value								1,864,017	I	MLF Offshore

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) 2401 WEST BAY DRIVE SUITE 124 (Street) LARGO 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) 2401 WEST BAY DRIVE SUITE 124 (Street) LARGO FL 33770 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X 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) BANK OF BERMUDA (CAYMAN) LIMITED 6 FRONT STREET (Street) HAMILTON HM11 (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) BANK OF BERMUDA (CAYMAN) LIMITED 6 FRONT STREET (Street) HAMILTON HM11 (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) BANK OF BERMUDA (CAYMAN) LIMITED 6 FRONT STREET (Street) HAMILTON HM11 (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) 2401 WEST BAY DRIVE SUITE 124 (Street) LARGO 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 Holdings LLC (Last) (First) (Middle) 2401 WEST BAY DRIVE SUITE 124 (Street) LARGO 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, L.P. (MLFP), 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). MLFI, MLF Holdings, MLF Capital and Mr. Feshbach are deemed to be 10% owners of the Issuer. These securities are owned directly by MLFP and owned indirectly by (i) MLF Capital by virtue of it being the general partner of MLFP, (II) MLF Holdings by virtue of its being the general partner of MLF Capital, (iii) by MLFI by virtue of it being the investment advisor/manager of MLFP and (iv) by Mr. Feshbach by virtue of his postion as the managing member of MLFI. Each of MLFI, Mr. Feshbach, MLF Offshore, MLF Cayman and MLF Capital and MLF Holdings disclaims beneficial ownership of the shares owned by MLFP except to the extent of their respective pecuniary interests therein.

2. This report is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), 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). MLFI, MLF Holdings, MLF Capital and Mr. Feshbach are deemed to be 10% owners of the Issuer. These securities are owned directly by MLFP and owned indirectly by (i) MLF Capital by virtue of it being the general partner of MLFP, (II) MLF Holdings by virtue of its being the general partner of MLF Capital, (iii) by MLFI by virtue of it being the investment advisor/manager of MLFP and (iv) by Mr. Feshbach by virtue of his postion as the managing member of MLFI. Each of MLFI, Mr. Feshbach, MLF Offshore, MLF Cayman and MLF Capital and MLF Holdings disclaims beneficial ownership of the shares owned by MLFP except to the extent of their respective pecuniary interests therein.

	By: MLF Investments, LLC, By: /s/ Matthew L. Feshbach, its managing member	12/28/2004
	By: /s/ Matthew L. Feshbach	12/28/2004
	By: MLF Capital Management, L.P., By: /s/ Matthew L. Feshbach, its president	12/28/2004
	By: MLF Cayman G.P., Ltd., By: MLF Capital Management, L.P., its sole shareholder, By: /s/ Matthew L. Feshbach, its president	12/28/2004
	By: MLF Offshore Portfolio COmpany, L.P., By: MLF Cayman GP, Ltd., its general partner, By: MLF Capital Management, L.P., its sole shareholder, By: /s/ Matthew L. Feshbach, its president	12/28/2004
	By: MLF Partners, L.P., By: MLF Capital Management L.P., its general partner, By: /s/ Matthew L. Feshbach, its President	12/28/2004
	By: MLF Holdings LLC, /s/Matthew L. Feshbach, its managing member	12/28/2004
	** 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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