8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): June 17, 1999



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



         Delaware                       1-10593                  11-2481903
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)



2975 Westchester Avenue, Purchase, New York                         10577
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code: (914) 694-8600



- --------------------------------------------------------------------------------
           Former name or former address, if changed since last report








Item 4.  Changes in Registrant's Certifying Accountant.

(a)(1)

     (i) On June 17, 1999,  Candie's,  Inc. (the  "Company")  dismissed  Ernst &
Young LLP ("E&Y") as its independent auditors.

     (ii) The reports of E&Y on the financial  statements of the Company for the
fiscal years ended January 31, 1998 ("Fiscal 1998") and January 31, 1997 did not
contain an adverse  opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty,  audit scope or accounting  principles.  However, it
should be noted that, for the reasons  discussed  below, in a May 12, 1999 press
release the Company  indicated  that its  financial  statements  for Fiscal 1998
should not be relied upon. The audit for the Company's fiscal year ended January
31, 1999 ("Fiscal 1999") has not been completed.

     (iii) The decision to change  auditors was approved by the Company's  Board
of Directors and the Audit Committee of the Company's Board of Directors.

     (iv) During the time that the audits of the Company's financial  statements
for each of the two  fiscal  years in the period  ended  January  31,  1998 were
conducted,  there were no  disagreements  with E&Y on any  matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure which, if not resolved to the satisfaction of E&Y would have caused it
to make reference to the matter in their report.

     (v) During the course of its uncompleted  audit of the Company's  financial
statements  for Fiscal 1999 E&Y  informed the Company that it had been unable to
obtain sufficient  evidentiary  support to determine the  appropriateness of the
accounting  the Company had applied to (i)  certain  barter  transactions,  (ii)
transactions with a related party and principal supplier and (iii) certain other
transactions  which may have affected the Company's interim quarterly  financial
results  during Fiscal 1999. E&Y also requested the Company to appoint a Special
Committee to conduct an independent investigation of such transactions. E&Y also
informed the Company that, in its opinion,  the resolution of such matters might
require the Company to restate its financial statements for Fiscal 1998 and each
of the first three  quarters  of Fiscal  1999,  and could  result in the Company
reporting a loss for Fiscal 1999.

     In response to the issues raised by E&Y the Special  Committee of the Board
of Directors  has commenced an  investigation.  The Special  Committee  hopes to
complete  that  investigation  promptly.  To assist the  Special  Committee  the
Company has retained the law firm of Squadron  Ellenoff  Plesent & Sheinfeld LLP
which, in turn, has retained the accounting firm PricewaterhouseCoopers LLP.

     Representatives of the Company have advised representatives of



                                      - 2 -






E&Y that they believe that certain documents  previously given to E&Y in support
of certain Fiscal 1998 and Fiscal 1999  transactions  were not genuine.  E&Y has
advised the Company that depending  upon the findings of the Special  Committee,
these   facts  may  cause  E&Y  to  be   unwilling   to  rely  on   management's
representations  or be  associated  with past or  current  financial  statements
prepared by management.

(a)(2) On June 22, 1999 the  Company  engaged  BDO  Seidman,  LLP ("BDO") as its
independent  accountant to audit its financial statements with respect to Fiscal
1998 and 1999 and, if  necessary,  other  prior  fiscal  years.  The Company has
authorized E&Y to respond fully to any inquiries BDO may make.

     The Company did not seek the advice of BDO regarding the subject  matter of
the  foregoing  reportable  events with E&Y.  However,  members of the Company's
Board of Directors  and  management  did fully  disclose to BDO what the Company
believed  to be the  subject  matter of the issues  raised by E&Y as part of the
process of determining whether BDO would accept the Company's engagement and, if
so, the time frame in which BDO believed it could  complete the necessary  audit
of the Company's financial statements.

Item 5. Other Events.

     The Company has  previously  announced  that during the past several weeks,
several class action  complaints  have been filed in the United States  District
Court for the  Southern  District of New York against the Company and certain of
its current  executive  officers and directors and certain former officers.  The
complaints,  which the Company anticipates will be consolidated,  allege,  among
other things,  that the defendants  misrepresented  or omitted to state material
facts concerning the Company's business and financial condition.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c). Exhibits.

     16. Letter from E&Y regarding change in certifying accountant.



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                                   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.



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




Date: June 23, 1999



                                      - 4 -

EX-16

June 24, 1999



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Item 4 of Form 8-K dated June 23, 1999,  of Candie's,  Inc. and are
in agreement with the statements  contained in Item 4(a)(1)  sections (i), (ii),
(iv) and (v) on  pages 2 and 3  therein.  We have no basis to agree or  disagree
with other statements of the registrant contained therein.



                                             /s/ Ernst & Young LLP