UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2005
                                                  ----------------



                                 CANDIE'S, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                      0-10593                         11-2481093
(State or Other                (Commission                      (IRS Employer
Jurisdiction of                File Number)                  Identification No.)
 Incorporation)

--------------------------------------------------------------------------------
215 West 40th Street, New York, NY                                 10018
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code   (212) 730-0030
                                                     --------------


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 1.01. Entry into a  Material Definitive Agreement

     On January  27,  2005,  Candie's,  Inc.  (the  "Company")  entered  into an
agreement  with Richard G.  Danderline,  the  Company's  former  Executive  Vice
President,  Finance and Operations,  pursuant to which he has agreed to work for
the Company on a part-time  basis through June 30, 2005. The agreement  provides
for Mr.  Danderline to be  compensated  on a pro-rata  basis for days or partial
days worked at the annualized rate of $225,000.

     The Company  plans to hire a full time Chief  Financial  Officer to replace
Mr. Danderline.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

(c)  As noted in Item 1.01 above,  on January 27, 2005, the Company entered into
     an agreement to employ  Richard  Danderline as the Company's Vice President
     of Finance.  From June 2000 through  December 31, 2004, Mr Danderline,  age
     50,  served  as  the  Company's   Executive  Vice  President  -Finance  and
     Operations.  For the 13 years  prior to joining the  Company,  he served as
     Vice  President,   Treasurer  and  Chief  Financial  Officer  of  AeroGroup
     International,  Inc ("Aerosoles"), a privately held footwear company. Prior
     to  joining  Aerosoles,  he served as Vice  President  and Chief  Financial
     Officer  of  Kenneth  Cole  Productions,  Inc,  and prior to that,  as Vice
     President and Controller of Energy Asserts International,  Inc. and as Vice
     President and Controller of XOIL Energy Resources, Inc. Mr. Danderline is a
     certified  public  accountant  who began his career with Touche Ross & Co.,
     the predecessor of Deloitte & Touche LLP.

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits.  10.1 Letter Agreement dated January 27, 2005 between the Company
     and Richard G. Danderline.







                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                     CANDIE'S, INC.
                                                     (Registrant)


                                        By:/s/ Neil Cole
                                           -------------------------------------
                                           Neil Cole
                                           President and Chief Executive Officer


Date: January  31, 2005