UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)


Alloy, Inc.
- ------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value per share
- ------------------------------------------------
(Title of Class of Securities)

019855303
- ------------------------------------------------
(CUSIP Number)

Robert G. Moses
RGM Capital, LLC
6621 Willow Park Drive
Suite One
Naples, FL  34109
(239)-593-1280
- ------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 30, 2006
- ------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ].


CUSIP NO. 019855303
- ----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
   PERSON (entities only)

   RGM Capital, LLC
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a) [ ]
                                                                      (b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY

- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*

   WC*
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
   PURSUANT TO ITEMS 2(d) or 2(e)                                         [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware
- -----------------------------------------------------------------------------
                    7.  SOLE VOTING POWER
                        0
   NUMBER OF       ----------------------------------------------------------
   SHARES           8.  SHARED VOTING POWER
   BENEFICIALLY         801,539**
   OWNED BY EACH   ----------------------------------------------------------
   PERSON WITH      9.  SOLE DISPOSITIVE POWER
                        0
                   ----------------------------------------------------------
                   10.  SHARED DISPOSITIVE POWER
                        801,539**
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    801,539**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                        [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    5.66%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

    00 (LLC)
- -----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5




CUSIP NO. 019855303
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
   PERSON (entities only)

   Robert G. Moses
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a) [ ]
                                                                      (b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY

- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS*

   00*
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
   PURSUANT TO ITEMS 2(d) or 2(e)                                         [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

   United States
- -----------------------------------------------------------------------------
                    7.  SOLE VOTING POWER
                        0
   NUMBER OF       ----------------------------------------------------------
   SHARES           8.  SHARED VOTING POWER
   BENEFICIALLY         801,539**
   OWNED BY EACH   ----------------------------------------------------------
   PERSON WITH      9.  SOLE DISPOSITIVE POWER
                        0
                   ----------------------------------------------------------
                   10.  SHARED DISPOSITIVE POWER
                        801,539**
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    801,539**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                        [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    5.66%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

    IN
- -----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5


ITEM 1.  SECURITY AND ISSUER.

         This Schedule 13D relates to the common stock, $0.01 par
value per share (the "Common Stock"), of Alloy, Inc., a Delaware
corporation (the "Issuer").  The address of the principal executive
offices of the Issuer is 151 West 26th Street, 11th Floor, New York,
New York, 10001.

ITEM 2.  IDENTITY AND BACKGROUND.

         (a-c, f)  This Statement is filed jointly by RGM Capital, LLC
("RGM Capital") and Robert G. Moses (together, the "Reporting Persons").
Mr. Moses is the managing member of RGM Capital.  The Reporting Persons'
principal business address is located at 6621 Willow Park Drive, Suite One,
Naples, FL 34109.

         (d-e) Neither RGM Capital nor Mr. Moses have during the past
five years been convicted of any criminal proceeding, nor been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The source of funds used to purchase the securities reported herein
was the working capital of private investment funds and a separately managed
account over which the reporting persons have investment discretion. The
aggregate funds used by the Reporting Persons to make the purchases was
$8,479,218, exclusive of commissions.

ITEM 4.  PURPOSE OF TRANSACTION.

         The securities reported herein were acquired for, and are being held
for, investment purposes by the Reporting Persons on behalf of private
investment funds and a separately managed account over which the reporting
persons have investment discretion.  The acquisitions of the securities
reported herein were made in the ordinary course of the Reporting Persons'
business.

         The Reporting Persons will take such future actions with respect
to the securities reported herein as the Reporting Persons may deem
appropriate in light of the circumstances existing, from time to time,
which may include further acquisitions of shares of Common Stock or
disposal of some or all of the shares of Common Stock currently owned by
the Reporting Persons or otherwise acquired by the Reporting Persons.

         In addition, the Reporting Persons may engage in communications
with one or more shareholders, officers or directors of the Issuer,
including discussions regarding the Issuer's operations and strategic
direction that, if effected, could result in, among other things: (a)
the acquisition by the Reporting Persons of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (i) a class of equity securities of
the issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above. Except to the extent that the foregoing may be deemed to
be a plan or proposal, the Reporting Persons does not currently have any
plans or proposals that relate to or would result in any of the actions
specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserves the right, based on all relevant factors and subject to
applicable law, at any time and from time to time, to review or reconsider
their position, change their purpose, take other actions (including actions
that could involve one or more of the types of transactions or have one or
more of the results described in paragraphs (a) through (j) of Item 4 of the
Schedule 13D) or formulate and implement plans or proposal with respect to
any of the foregoing.

         Any future decision of the Reporting Persons to take any such
actions with respect to the Issuer or its securities will take into account
various factors, including the prospects of the Issuer, general market and
economic conditions and other deemed relevant.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         (a-b). As of the date hereof, RGM Capital may be deemed the
beneficial owner of 801,539 shares of Issuer Common Stock, representing
approximately 5.66% of the Issuer's outstanding Common Stock based upon
the 14,160,405 outstanding shares of Common Stock as reported in the
Issuer's Form 10-Q for the quarter period ended October 31, 2006.

         RGM Capital shares the power to vote or direct the vote of 801,539
Shares to which this filing relates.

         RGM Capital has the sole power to vote or direct the vote of 0 Shares
to which this filing relates.

         RGM Capital shares the power to dispose or direct the disposition of
801,539 shares to which this filing relates.

         RGM Capital has the sole power to dispose or direct the disposition of
0 shares to which this filing relates.

         As of the date hereof, Robert G. Moses may be deemed the beneficial
owner of 801,539 shares of Issuer Common Stock, representing approximately
5.66% of the Issuer's outstanding Common Stock based upon the 14,160,405
outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for
the quarter period ended October 31, 2006.

	Robert G. Moses shares the power to vote or direct the vote of
801,539 Shares to which this filing relates.

         Robert G. Moses has the sole power to vote or direct the vote of 0
Shares to which this filing relates.

         Robert G. Moses shares the power to dispose or direct the disposition
of 801,539 shares to which this filing relates.

         Robert G. Moses has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.

(c) The following purchases in the Issuer's Common Stock were effected
by the Reporting Persons during the sixty (60) days preceding the date of
this report. All of such transactions represent open market transactions.

	          	Trade Date     Shares    Price/Share
   	        	---------      -------   -----------
			10/09/2006       1,645	   11.5878
			10/18/2006       2,985	   12.6640
			11/16/2006       1,253	   12.9450
			11/17/2006       3,489	   12.9825
			11/20/2006       5,000	   12.9386
			11/22/2006      10,000	   12.9233
			11/27/2006       7,000	   12.5784
			11/28/2006         919	   12.3831
			11/29/2006       5,000	   12.3976
			11/30/2006      10,000	   12.0878
			12/01/2006      13,000	   11.1800
			12/04/2006	20,001	   11.1178
			12/05/2006	15,000	   11.1586
			12/06/2006	 1,400	   11.0985
			12/07/2006	40,000	   11.0374


(d-e)  Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

       Neither of the Reporting Persons have any contract, arrangement,
understanding or relationship with any person with respect to the Common
Stock.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Exhibit A - Joint Filing Agreement


                                  SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

					December 8, 2006
                              ----------------------------------------
      	(Date)

                              RGM Capital, LLC

                              By:    /s/  Robert G. Moses
                                --------------------------------------
		                  Robert G. Moses, Managing Member

                              /s/  Robert G. Moses
                              --------------------------------------
			       Robert G. Moses


Exhibit A


AGREEMENT

The undersigned agree that this Schedule 13D dated November 30, 2006, relating
to the Common Stock, $0.01 par value per share, of Alloy, Inc. shall
be filed on behalf of the undersigned.

					December 8, 2006
                              ----------------------------------------
       (Date)

                              RGM Capital, LLC

                              By:    /s/  Robert G. Moses
                                --------------------------------------
			         Robert G. Moses, Managing Member

                              /s/  Robert G. Moses
                              --------------------------------------
			       Robert G. Moses