SecProbe.io

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Mail Stop 3561
	November 9, 2005

Gina R. DiGioia
Secretary and General Counsel
Alloy Inc
151 West 26th Street, 11th Floor
New York, New York 10001

          Re:	Alloy Inc
	Preliminary Proxy Statement on Schedule 14A
	Filed October 17, 2005
	Revised Preliminary Proxy Statement on Schedule 14A
	Filed November 4, 2005
	File No. 0-26023

Dear Ms. DiGioia:

      We have limited our review of your filing to the issues
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  We may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have on our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
1. We note your disclosure in your preliminary proxy statement
filed
on October 17, 2005 and your revised preliminary proxy statement
filed on November 4, 2005.  We continue to believe that your
disclosure as to the scope and effect of the proposed reverse
stock
split is confusing, and should be revised to more clearly indicate
the relationship between the reverse split and the spin-off of
your
merchandising business.  For example, disclosure in the forepart
of
the document appears to indicate that investors are being asked to
vote on both the spin-off of the company`s merchandising business
and
the reverse stock split.  Please revise accordingly.
2. Please also revise the disclosure appearing under Proposal 1 on
page 11 indicating the reverse stock split is conditioned upon a
determination by the board of directors that it is in the best
interests of the company and its stockholders to (I) to proceed
with
a spin-off of the company`s merchandising business, and (II) to
implement such a reverse stock split.  The disclosure appears to
indicate that stockholders are also voting on the spin-off of the
company`s merchandising business.   Please revise and re-file your
preliminary proxy statement.

* * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
filing persons are in possession of all facts relating to the
filing
persons` disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Matthew Benson at (202) 551-3335 or David
Mittelman, Legal Branch Chief, at (202) 551-3214 with any
questions
you may have.

						Sincerely,

								H. Christopher Owings
								Assistant Director

cc:	Wendy Silverman, Esq.
	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	Via Fax - (617) 542-2241
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Gina R. DiGioia
Alloy Inc
November 9, 2005
Page 2

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