dELiA*s, Inc.
50 West 23rd Street
New York, New York 10010
(212) 590-6200
October 29, 2013
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Mara L. Ransom |
| Assistant Director |
| Re: | Registration Statement on Form S-3 for dELiA*s, Inc. (File No. 333-191143) |
Dear Ms. Ransom:
dELiA*s, Inc. (the “Company”) is enclosing herewith an acceleration request with respect to the above captioned registration statement. In connection with such request, the Company hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the registration statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| dELiA*s, Inc. | ||
| By: | /s/ David J. Dick | |
Name: David J. Dick | ||
Title: Senior Vice President, Chief Financial Officer and Treasurer | ||
| cc: | Lisa Kohl, United States Securities and Exchange Commission |
| Dietrich King, United States Securities and Exchange Commission |
| Tracy Gardner, Chief Executive Officer |
| Ryan A. Schreiber, Senior Vice President, General Counsel and Secretary |
| William D. Freedman, Troutman Sanders, LLP |
dELiA*s, Inc.
50 West 23rd Street
New York, New York 10010
(212) 590-6200
October 29, 2013
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Mara L. Ransom |
| Assistant Director |
| Re: | Registration Statement on Form S-3 for dELiA*s, Inc. (File No. 333-191143) |
Dear Ms. Ransom:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant under theabove-referenced registration statement hereby requests acceleration of the effective date of the registration statement to October 31, 2013, at 10:00 a.m., New York time, or as soon as practicable thereafter. Please notify our outside counsel, William D. Freedman, Esq., by phone at (212) 704-6193, by fax at (212) 704-5935, or by email atwilliam.freedman@troutmansanders.com of the date and time that the registration statement has been declared effective.
| Very truly yours, | ||
| dELiA*s, Inc. | ||
| By: | /s/ David J. Dick | |
Name: David J. Dick | ||
Title: Senior Vice President, Chief Financial Officer and Treasurer | ||
| cc: | Lisa Kohl, United States Securities and Exchange Commission |
| Dietrich King, United States Securities and Exchange Commission |
| Tracy Gardner, Chief Executive Officer |
| Ryan A. Schreiber, Senior Vice President, General Counsel and Secretary |
| William D. Freedman, Troutman Sanders, LLP |