Exhibit 3.4

                              RESTATED AND AMENDED

                                     BY-LAWS

                                       OF

                                 CANDIE'S, INC.

                            (a Delaware corporation)

                                   ARTICLE I

                                  STOCKHOLDERS

     1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a  Vice-President  and by the  Treasurer  or an  Assistant  Treasurer  or the
Secretary  or an  Assistant  Secretary  of  the  corporation.  Any  or  all  the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation with the same effect as if he were such officer,  transfer agent, or
registrar at the date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

     The  corporation  may issue a new  certificate  of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner  of  the  lost,   stolen,   or   destroyed   certificate,   or  his  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

     2. UNCERTIFICATED  SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the Board of  Directors  of the  corporation  may  provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any





uncertificated  shares,  the  corporation  shall  send to the  registered  owner
thereof the written notice prescribed by the General Corporation Law.

     3.  FRACTIONAL  SHARE  INTERESTS.  The  corporation  may,  but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.

     4.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.

     5.  RECORD  DATE FOR  STOCKHOLDERS.  For the  purpose  of  determining  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution or the allotment of any rights,  or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action.  If no record date
is fixed, the record date for determining  stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held; the record date for determining  stockholders  entitled to express consent
to corporate  action in writing  without a meeting,  when no prior action by the
Board of Directors  is  necessary,  shall be the day on which the first  written
consent is expressed;  and the record date for determining  stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors   adopts  the  resolution   relating   thereto.   A  determination  of
stockholders  of  record  entitled  to notice  of or to vote at any  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.


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     6.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided however,  that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the  certificate of  incorporation  except as any provision of law
may otherwise require.

     7. STOCKHOLDER MEETINGS.

     TIME.  The annual  meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation  and each  successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

     PLACE.  Annual  meetings and special  meetings shall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

     CALL. Annual meetings and special meetings may be called by directors or by
any officer instructed by the directors to call the meeting.

     NOTICE OF WAIVER OF NOTICE.  Written  notice of all meetings shall be given
stating the place,  date,  and hour of the meeting and stating the place  within
the city or other municipality or community at which the list of stockholders of
the  corporation  may be examined.  The notice of an annual  meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall, (if any
other  action  which could be taken at a special  meeting is to be taken at such
annual  meeting) state the purpose or purposes.  The notice of a special meeting
shall in all  instances  state the purpose or purposes  for which the meeting is
called. The notice of any meeting shall also include,  or be accompanied by, any
additional  statements,  information,  or  documents  prescribed  by the General
Corporation Law. Except as otherwise provided by the General  Corporation Law, a
copy of the notice of any meeting  shall be given,  personally  or by mail,  not
less than ten days nor more than  sixty  days  before  the date of the  meeting,
unless the lapse of the  prescribed  period of time shall have been waived,  and
directed  to each  stockholder  at his record  address or at such other  address
which he may have  furnished  by  request in  writing  to


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the  Secretary  of the  corporation.  Notice by mail shall be deemed to be given
when deposited,  with postage thereon  prepaid,  in the United States Mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at the  meeting,  it shall not be  necessary  to give  notice  of the  adjourned
meeting unless the directors,  after adjournment,  fix a new record date for the
adjourned  meeting.  Notice need not be given to any  stockholder  who submits a
written waiver of notice signed by him before or after the time stated  therein.
Attendance  of a stockholder  at a meeting of  stockholders  shall  constitute a
waiver  of notice of such  meeting,  except  when the  stockholder  attends  the
meeting for the express  purpose of objecting,  at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special meeting of the stockholders  need be specified in any written
waiver of notice.

     At any meeting,  only such  business  shall be conducted as shall have been
brought before the meeting (i) pursuant to the corporation's  notice of meeting,
(ii)  by or at  the  direction  of the  Board  of  Directors,  or  (iii)  by any
stockholder who complies with the procedures set forth in this Section 7.

     The  only  business  which  shall  be  conducted  at  any  meeting  of  the
stockholders  shall (i) have been specified in the written notice of the meeting
(or any supplement thereto) given as provided in the preceding Section,  (ii) be
brought  before the meeting at the  direction  of the Board of  Directors or the
chairman  of the  meeting  or  (iii)  have  specified  in a  written  notice  (a
"Stockholder  Meeting Notice") given to the corporation,  in accordance with all
of the following requirements, by or on behalf of any stockholder who shall have
been a  stockholder  of record on the record date for such meeting and who shall
continue to be entitled to vote there at. Each  Stockholder  Meeting Notice must
be delivered  personally  to, or be mailed to and received by, the  Secretary of
the corporation, at the principal executive offices of the corporation, not less
than 50 days nor more than 75 days prior to the meeting; provided, however, that
in the event that less than 65 days'  notice or prior public  disclosure  of the
date of the meeting is given or made to stockholders,  notice by the stockholder
to be timely must be received  not later than the close of business on the tenth
day following the day on which such notice of the date of the meeting was mailed
or such public  nondisclosure  was made. Each Stockholder  Meeting Notice to the
Secretary  shall set forth as to each matter the  Stockholder  proposes to bring
before the meeting:  (i) a description  of each item of business  proposed to be
brought before the meeting and the reasons for  conducting  such business at the
meeting;  (ii) the name and address, as they appear on the Corporation's  books,
of the stockholder  proposing to bring such item of business before the meeting;
(iii) the class and number of shares of stock held of record, owned beneficially
and  represented  by proxy by such  stockholder  as of the  record  date for the
meeting (if such date then shall have been made  publicly  available(  and as of
the date of such  Stockholder  Meeting Notice);  and (iv) all other  information
which  would be required  to be  included  in a proxy  statement  filed with the
Securities and Exchange  Commission (the  "Commission")  if, with respect to any
such item of business,  such  stockholder  were a participant  in a solicitation
subject to Section 14 of the Securities Exchange Act of 1934.

     Notwithstanding  anything  in these  By-laws to the  contrary,  no business
shall be conducted at any meeting of the stockholders  except in accordance with
the procedures set forth in these By-laws. The Chairman of the meeting shall, if
the facts  warrant,  determine  and declare


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to the meeting that business was not properly  brought before the meeting and in
accordance with the procedures  prescribed by these By-laws, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

     STOCKHOLDER  LIST.  The officer  who has charge of the stock  ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders  arranged  in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  Corporation,  or to  vote  at  any  meeting  of
stockholders.

     CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by
one of the  following  officers  in the order of  seniority  and if present  and
acting - the Chairman of the Board,  if any, the Vice Chairman of the Board,  if
any, the President,  a Vice-President  or, if none of the foregoing is in office
and  present and acting,  by a chairman  to be chosen by the  stockholders.  The
Secretary of the corporation,  or in his absence, an Assistant Secretary,  shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is present the Chairman of the meeting  shall  appoint a secretary of
the meeting.

     PROXY  REPRESENTATION.  Every  stockholder may authorize  another person or
persons  to act for him by  proxy  in all  matters  in  which a  stockholder  is
entitled to  participate  whether by waiving  notice of any  meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

     INSPECTORS.  The directors, in advance of any meeting, shall appoint one or
more inspectors of election to act at the meeting or any adjournment thereof. If
an  inspector  or  inspectors  are not  appointed,  the person  presiding at the
meeting  shall  appoint  one or more  inspectors.  In case any person who may be
appointed as an inspector fails to appear or act, the vacancy shall be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, before entering upon the discharge
of his duties,  shall take and sign an oath  faithfully to execute the duties of
inspector at such meeting with strict  impartiality and according to the best of
his  ability.  The  inspectors,  shall  determine  the number of shares of stock
outstanding and the voting power of each, the shares of stock


                                       5



represented at the meeting,  the existence of a quorum,  the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents,  determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting,  the inspector or inspectors,
shall make a report in writing of any challenge,  question or matter  determined
by him or them and execute a certificate of any fact found by him or them.

     QUORUM. The holders of one-third of the outstanding shares of stock present
at a  meeting  of  stockholders  shall  constitute  a  quorum  at a  meeting  of
stockholders for the transaction of any business.  The stockholders  present may
adjourn the meeting despite the absence of a quorum.

     VOTING.  Each share of stock shall entitle the holder  thereof to one vote.
The  election  of  directors  and any other  action,  shall be  authorized  by a
majority of the votes cast except where the General Corporation Law prescribes a
different  percentage of votes and/or a different  exercise of voting power, and
except as may be otherwise  prescribed by the  provisions of the  certificate of
incorporation and these By-Laws. In the election of directors, and for any other
action, voting need not be by ballot.

     8. STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of  stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent in writing,  setting  forth the action so taken,  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those  stockholders  who have not consented in writing
and who, if the action had been taken at a meeting,  would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written  consents  signed by a  sufficient  number of holders to take the action
were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     1. FUNCTIONS AND  DEFINITION.  The business and affairs of the  corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen  of the  United  States,  or a resident  of the State of  Delaware.  The
initial Board of Directors shall consist of three persons. Thereafter the number
of directors  constituting


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the whole board shall be at least one.  Subject to the foregoing  limitation and
except for the first Board of  Directors,  such number may be fixed from time to
time by action of the stockholders or of the directors, or, if the number is not
fixed,  the number shall be three.  The number of directors  may be increased or
decreased by action of the stockholders or of the directors.

     3.  ELECTION  AND TERM.  The first Board of  Directors,  unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier  resignation or removal. In the
interim  between  annual  meetings  of  stockholders  or of special  meetings of
stockholders  called for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that  connection,  newly
created  directorships  and any vacancies in the Board of  Directors,  including
unfilled vacancies  resulting from the removal of directors for cause or without
cause,  may be filled by the vote of a majority of the remaining  directors then
in office, although less than a quorum, or by the sole remaining director.

     4.   MEETINGS.

     TIME.  Meetings  shall be held at such time as the Board shall fix,  except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     PLACE.  Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.

     CALL. No call shall be required for regular meetings for which the time and
place have been fixed.  Special meetings may be called by or at the direction of
the Chairman of the Board,  if any, the  Vice-Chairman  of the Board, if any, of
the President, or of a majority of the directors in office.

     NOTICE OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.


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     QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such majority,  whereupon a majority
of the  directors  in office  shall  constitute  a quorum,  provided,  that such
majority shall  constitute at least  one-third of the whole Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place.  Except as herein otherwise  provided,  and except as
otherwise  provided by the General  Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the  Board.  The  quorum and voting  provisions  herein  stated  shall not be
construed as conflicting with any provisions of the General  Corporation Law and
these  By-Laws  which govern a meeting of directors  held to fill  vacancies and
newly created directorships in the Board or action of disinterested directors.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

     CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any and if present
and acting, shall preside at all meetings.  Otherwise,  the Vice-Chairman of the
Board,  if any and if present  and  acting,  or the  President,  if present  and
acting, or any other director chosen by the Board, shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.

     6.  COMMITTEES.  The Board of  Directors  may,  by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of any  member  of  any  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  corporation  to be
affixed to all papers which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.


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                                  ARTICLE III

                                    OFFICERS

     The  officers  of  the  corporation  shall  consist  of a  President  and a
Secretary,  and, if deemed  necessary,  expedient,  or desirable by the Board of
Directors,  a Chairman of the Board, a Vice-Chairman  of the Board, an Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries,  a  Treasurer,  one or more  Assistant  Treasurers,  and such other
officers with such titles as the  resolution of the Board of Directors  choosing
them shall  designate.  Except as may otherwise be provided in the resolution of
the Board of  Directors  choosing  him,  no officer  other than the  Chairman or
Vice-Chairman  of the Board,  if any, need be a director.  Any number of offices
may be held by the same person, as the directors may determine.

     Unless  otherwise  provided in the  resolution  choosing  him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

     All officers of the corporation  shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board shall assign to his. Any officer may be removed,
with or without cause, by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.

                                   ARTICLE IV

                                 CORPORATE SEAL

     The  corporate  seal shall be in such form as the Board of Directors  shall
prescribe.

                                   ARTICLE V

                                   FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.


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                                   ARTICLE VI

                              CONTROL OVER BY-LAWS

     Subject to the  provisions  of the  certificate  of  incorporation  and the
provisions of the General  Corporation Law, the power to amend,  alter or repeal
these  By-Laws  and to  adopt  new  By-Laws  may be  exercised  by the  Board of
Directors or by the stockholders.

                                  ARTICLE VII

                                 INDEMNIFICATION

     1.  INDEMNIFICATION  OF EMPLOYEES.  Employees of the corporation may, if so
provided by the Board, be entitled to  indemnification to the same extent as are
directors and officers of the  corporation  under Section 2 of this Article VII.
The corporation shall not be required to provide any such indemnification to any
employee in any action or proceeding, or appeal therein, arising out of services
rendered  by any  such  person  to  any  person,  firm  or  association,  or any
corporation other than the corporation or any partnership, joint venture, trust,
employee  benefit plan or other  enterprise,  whether profit or non-profit  (any
such entity,  other than the corporation,  being  hereinafter  referred to as an
"Enterprise"), unless such services were rendered at the request of the Board.

     2.  INDEMNIFICATION  OF OFFICERS AND DIRECTORS.  (a) The corporation  shall
indemnify to the fullest  extent now or  hereafter  provided for or permitted by
law each  officer  and/or  director of the  corporation  involved in, or made or
threatened  to be made a party  to,  any  action,  suit,  claim  or  proceeding,
arbitration,    alternative   dispute   resolution   mechanism,   investigation,
administrative or legislative hearing or any other actual,  threatened,  pending
or  completed  proceeding,  whether  civil or  criminal,  or  whether  formal or
informal,  and including an action by or in the right of the  corporation or any
Enterprise,  and including  appeals therein (any such process being  hereinafter
referred to as a  "Proceeding")  by reason of the fact that such officer  and/or
director  or  such  person's  testator  or  intestate  (any  such  person  being
hereinafter  referred to as an "Indemnity")  (i) is or was a director or officer
of the  corporation,  or (ii)  while  serving  as a  director  or officer of the
corporation,  is or  was  serving,  at the  request  of  the  corporation,  as a
director,  officer, or in any other capacity,  of any other Enterprise,  against
any and all  judgments,  fines,  penalties,  amounts  paid  in  settlement,  and
expenses,  including  attorneys'  fees,  actually and  reasonably  incurred as a
result of or in connection  with any  Proceeding,  except as provided in Section
2(b) of this Article VII.

     (b) No indemnification shall be made to or on behalf of any Indemnitee if a
judgment or other final adjudication adverse to him or her establishes that such
Indemnitee's  acts were  committed in bad faith or were the result of active and
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that such Indemnitee  personally  gained in fact a financial  profit or other
advantage  to  which  he or she  was  not  legally  entitled.  In  addition,  no
indemnification  shall be made with respect to any  Proceeding  initiated by any
Indemnitee against the corporation, or a director or officer of the corporation,
other than to enforce the terms of this Article VII,  unless such Proceeding was
authorized by the Board.  Further, no indemnification


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shall be made with respect to any  settlement or  compromise  of any  Proceeding
unless and until the corporation has consented to such settlement or compromise.

     (c)  Written  notice of any  Proceeding  for which  indemnification  may be
sought  by  any  Indemnitee  shall  be  given  to the  corporation  as  soon  as
practicable.  The  corporation  shall then be  permitted to  participate  in the
defense of any such  proceeding  or,  unless  conflicts  of interest or position
exist  between  such  Indemnitee  and the  corporation  in the  conduct  of such
defense,  to assume such defense.  In the event that the corporation assumes the
defense of any such Proceeding,  legal counsel selected by the corporation shall
be acceptable to the Indemnitee. After such an assumption, the corporation shall
not be liable to such  Indemnitee for any legal or other  expenses  subsequently
incurred unless such expenses have been expressly authorized by the corporation.
In the  event  that the  corporation  participates  in the  defense  of any such
Proceeding,  the Indemnitee may select counsel to represent him or her in regard
to such a Proceeding; however such Indemnitee shall cooperate in good faith with
any request that common counsel be utilized by the parties to any Proceeding who
are similarly situated,  unless to do so would be inappropriate due to actual or
potential differing interests between or among such parties.

     (d) In making any determination  regarding any Indemnitee's  entitlement to
indemnification hereunder, it shall be presumed that such Indemnitee is entitled
to  indemnification,  and the  corporation  shall have the burden of proving the
contrary.

     3. RIGHTS NOT EXCLUSIVE.  The rights to indemnification  and advancement of
expenses  granted by or pursuant  to this  Article  VII:  (i) shall not limit or
exclude,  but shall be in addition  to, any other rights which may be granted by
or  pursuant  to  any  statute,   corporate  charter,   by-law,   resolution  or
shareholders  or  directors  or  agreement;  (ii) shall be deemed to  constitute
contractual obligations of the corporation to any director or officer who serves
in a capacity  referred to in Section 2(a) of this Article VII at any time while
this Article VII is in effect; (iii) shall continue to exist after the repeal or
modification of this Article VII with respect to events occurring prior thereto;
and (iv) shall  continue as to any Indemnitee who has ceased to be a director or
officer and shall inure to the benefit of the estate, spouse, heirs,  executors,
administrators  or assigns of such Indemnitee.  It is the intent of this Article
VII to require the  corporation to indemnify the persons  referred to herein for
the aforementioned judgments, fines, penalties,  amounts paid in settlement, and
expenses,  including  attorney's  fees, in each and every  circumstance in which
such  indemnification  could  lawfully be  permitted  by express  provisions  of
By-laws,  and the  indemnification  required  by this  Article  VII shall not be
limited by the absence of an express recital of such circumstances.

     4.  AUTHORIZATION  OF CONTRACTS.  The corporation may, with the approval of
the Board, enter into an agreement with any person who is, or is about to become
a director, officer, employee or agent of the corporation, or who is serving, or
is about to serve, at the request of the corporation,  as director,  officer, or
in any other  capacity,  any other  Enterprise;  which agreement may provide for
indemnification  of such person and  advancement of expenses to such person upon
terms, and the extent, not prohibited by law. The failure to enter into any such
agreement  shall not  affect or limit the rights of any such  person  under this
Article VII.


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     I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
By-Laws of  Candie's,  Inc.,  a Delaware  corporation,  as in effect on the date
hereof.

     WITNESS my hand and the seal of the corporation.


Dated: January 21, 2000


                                                       /s/ Neil Cole
                                                      -------------------------
                                                      Candie's, Inc.

(SEAL)




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