CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 CANDIE'S, INC.

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            Adopted in accordance with the provisions of Section 242
             of the General Corporation Law of the State of Delaware
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     THE UNDERSIGNED,  President of Candie's, Inc., a corporation existing under
the laws of the State of Delaware (the  "Corporation"),  does hereby  certify as
follows:

     FIRST:  That the Certificate of  Incorporation  of the Corporation has been
amended as follows by striking  out the first  sentence of Article  FOURTH as it
now exists and  inserting  in lieu and instead  thereof a new first  sentence of
Article FOURTH, reading as follows:

          "The total number of shares of stock which the Corporation  shall have
     authority  to  issue  is  eighty  million  (80,000,000)  shares,  of  which
     seventy-five  million (75,000,000) shares shall be common stock, of the par
     value of $.001 per share,  and five  million  (5,000,000)  shares  shall be
     preferred stock, of the par value of $.01 per share."

     SECOND:  That such  amendment has been duly adopted in accordance  with the
provisions  of the  General  Corporation  Law of the  State of  Delaware  by the
affirmative vote of the holders of a majority of the stock entitled to vote at a
meeting of stockholders.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 24th
day of June, 2002.

                                        /s/ Neil Cole
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                                        Name:   Neil Cole
                                        Title:  President