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UNITED STATES
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):
October 28, 2004 (October 28, 2004)

GUESS?, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-11893                                             95-3679695
(Commission File Number)                       (IRS Employer Identification No.)

1444 S. Alameda Street Los Angeles, California 90021
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (213) 765-3100

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))

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Item 7.01. Regulation FD Disclosure.

Guess?, Inc. issued a press release on October 28, 2004. The press release
announced its financial results for the quarter ended September 25, 2004. The
press release is attached as Exhibit 99.1 and is hereby incorporated by
reference in its entirety.

The information in this Form 8-K is being furnished under Item 7.01 and
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.

2

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits

99.1  Press Release of Guess?, Inc. dated October 28, 2004 (financial results
for the third fiscal quarter of 2004)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?,
Inc. has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of Los Angeles, State of California, on
October 28, 2004.

GUESS?, INC.

By: /s/ Maurice Marciano
Maurice Marciano
Co-Chairman of the Board,
Co-Chief Executive Officer and
Director

4

EXHIBIT INDEX

Exhibit No.             Description      
-----------             -----------      

99.1                    Press Release of Guess?, Inc. dated October 28, 2004.
(financial results for the third fiscal quarter of 2004)

5

Exhibit 99.1

Guess?, Inc. Third Quarter 2004 Earnings Increase to $0.27 Per Share From
Earnings of $0.15 Per Share in Third Quarter Last Year

LOS ANGELES, Oct. 28 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES)
today reported financial results for the third quarter ended September 25,
2004.

Third Quarter Results
For the third quarter ended September 25, 2004, the Company's net earnings
increased to $11.8 million, or diluted earnings of $0.27 per share, from net
earnings of $6.7 million, or diluted earnings of $0.15 per share, for the
third quarter ended September 27, 2003.
Paul Marciano, Co-Chairman and Co-CEO commented, "Guess? achieved a strong
performance for the third quarter with net income up 76% over the prior year
period.  The increase was driven by improved results across all segments of
our business -- retail, wholesale and licensing -- as we benefited from strong
same store sales growth in our retail stores, better performance in wholesale
due to increased international sales and higher income from our licensing
business.  We recently announced the planned acquisition of our jeanswear
licensee in Europe, which will help accelerate our expansion in this key
market.  With this planned acquisition and our continuing focus on building
momentum in our core businesses, we believe Guess? is very well-positioned
for the long term."
Total net revenue for the third quarter of 2004 increased 18.7% to
$197.8 million from $166.7 million in the third quarter of 2003.  The
Company's retail stores, including those in Canada, generated revenues of
$132.1 million in the 2004 third quarter, a 15.7% increase from
$114.2 million, as reported in the same prior year period.  Comparable store
sales increased 10.9% during the third quarter of 2004 from the prior year
period.  Net revenue from the Company's wholesale segment increased 21.4% to
$51.4 million in the third quarter of 2004 from $42.4 million in the same
year-ago period.  Licensing segment net revenue increased 41.1% to
$14.3 million in the third quarter of 2004 from $10.1 million in the prior
year period.  The Company operated 269 retail stores at third quarter-end 2004
versus 258 stores a year earlier.

Nine Month Results
For the nine months ended September 25, 2004, the Company's net earnings
increased to $14.7 million, or diluted earnings of $0.33 per share, from a net
loss of $4.5 million, or a diluted loss of $0.10 per share, in the comparable
2003 period.  The 2003 nine-month period included a pre-tax restructuring,
impairment and severance charge of $0.8 million, $0.5 million net of tax, or
$0.01 per diluted share.
Total net revenue increased 15.5% to $505.3 million in the 2004 nine-month
period from $437.3 million in the prior year period.  The Company's retail
stores, including those in Canada, generated revenue of $346.9 million for the
first nine months of 2004, an increase of 18.2% from $293.5 million for the
prior year period.  Comparable store sales increased 12.8% during the first
nine months of 2004.  Net revenue from the Company's wholesale segment in the
first nine months of 2004 increased 7.5% to $123.6 million from $114.9 million
in the first nine months of 2003.  Licensing segment net revenue was
$34.8 million in the first nine months of 2004, a 20.7% increase from
$28.9 million for the same prior year period.

October 2004 Comparable Store Sales
The Company's October 2004 fiscal month began on September 26, 2004 and
will end on October 30, 2004.  Based on current sales trends, the Company
expects October comparable store sales to increase in the mid single digits on
a percentage basis.

The Company will hold a conference call at 4:30 pm (ET) on October 28,
2004 to discuss the news announced in this press release.  A live webcast of
the conference call will be accessible at www.guess.com via the "Investor's
Info" link from the "Guess, Inc." section of the site.  The webcast will be
archived on the website for 30 days.

Guess?, Inc. designs, markets, distributes and licenses a lifestyle
collection of contemporary apparel, accessories and related consumer products.
At September 25, 2004, the Company operated 269 retail stores in the United
States and Canada.  The Company also distributes its products through better
department and specialty stores around the world.  For more information about
the Company, please visit www.guess.com.

Except for historical information contained herein, certain matters
discussed in this press release are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements are only expectations, and
involve known and unknown risks and uncertainties, which may cause actual
results in future periods and other future events to differ materially from
what is currently anticipated.  Factors which may cause actual results in
future periods to differ from current expectations include, among other
things, the continued availability of sufficient working capital, the
successful integration of new stores into existing operations, the continued
desirability and customer acceptance of existing and future product lines
(including licensed product lines), possible cancellations of wholesale
orders, the success of competitive products, and the availability of adequate
sources of capital.  In addition to these factors, the economic and other
factors identified in the Company's most recent annual report on Form 10-K for
the fiscal year ended December 31, 2003 including but not limited to the risk
factors discussed therein, could affect the forward-looking statements
contained herein and in the Company's other public documents.

For further information, please contact: Carlos Alberini, President &
Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief
Financial Officer, +1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick of
Kekst and Company, +1-212-521-4800, for Guess?, Inc.

Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

Three Months Ended
September 25,     September 27,
2004              2003
$        %        $        %

Net revenue
Product sales                        $183,553   92.8%  $156,549   93.9%
Net royalties                          14,284    7.2%    10,125    6.1%
197,837  100.0%   166,674  100.0%

Cost of product sales                   122,583   62.0%   105,078   63.0%

Gross profit                             75,254   38.0%    61,596   37.0%

Selling, general and administrative
expenses                                53,740   27.2%    48,133   28.9%

Restructuring, impairment and
severance charges                           --     --         --     --

Earnings (loss) from operations          21,514   10.8%    13,463    8.1%

Other (income) expense:
Interest expense                        1,399    0.7%     1,733    1.1%
Interest Income                          (139)  (0.1%)      (17)  (0.0%)
Other, net                                 --     --         --     --

Earnings (loss) before income taxes
(benefit)                               20,254   10.2%    11,747    7.0%

Income taxes (benefit)                    8,428    4.2%     5,050    3.0%

Net earnings (loss)                     $11,826    6.0%    $6,697    4.0%

Net earnings (loss) per share:

Basic                                   $0.27             $0.15

Diluted                                 $0.27             $0.15

Weighted number of shares outstanding:

Basic                                  44,093            43,237

Diluted                                44,620            43,573

Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

Nine Months Ended
September 25,     September 27,
2004              2003
$        %        $        %

Net revenue
Product sales                        $470,447   93.1%  $408,435   93.4%
Net royalties                          34,832    6.9%    28,865    6.6%
505,279  100.0%   437,300  100.0%

Cost of product sales                   319,705   63.3%   293,368   67.1%

Gross profit                            185,574   36.7%   143,932   32.9%

Selling, general and administrative
expenses                               156,238   30.9%   144,764   33.1%

Restructuring, impairment and
severance charges                           --     --        846    0.2%

Earnings (loss) from operations          29,336    5.8%    (1,678)  (0.4%)

Other (income) expense:
Interest expense                        4,360    0.9%     6,379    1.5%
Interest Income                          (344)  (0.1%)     (100)  (0.1%)
Other, net                                 --     --        (26)  (0.0%)

Earnings (loss) before income taxes
(benefit)                               25,320    5.0%    (7,931)  (1.8%)

Income taxes (benefit)                   10,607    2.1%    (3,410)  (0.8%)

Net earnings (loss)                     $14,713    2.9%   $(4,521)  (1.0%)

Net earnings (loss) per share:

Basic                                   $0.33            $(0.10)

Diluted                                 $0.33            $(0.10)

Weighted number of shares outstanding:

Basic                                  43,953            43,178

Diluted                                44,515            43,178

Guess?, Inc. and Subsidiaries
Consolidated Segment Data
(in thousands)
(Unaudited)

Three Months Ended            Nine Months Ended
September 25,  September 27,  September 25,  September 27,
2004           2003           2004           2003

Net revenue:
Retail
operations     $132,133       $114,196       $346,905      $293,515
Wholesale
operations       51,420         42,353        123,542       114,920
Licensing
operations       14,284         10,125         34,832        28,865
$197,837       $166,674       $505,279      $437,300

Earnings (loss)
from
operations:
Retail
operations      $12,743         $9,489        $23,611        $7,425
Wholesale
operations        3,839          2,439          2,676        (5,689)
Licensing
operations       12,130          8,464         28,178        23,175
Corporate
overhead         (7,198)        (6,929)       (25,129)      (26,589)
$21,514        $13,463        $29,336       $(1,678)

Guess?, Inc. and Subsidiaries
Selected Condensed Consolidated Balance Sheet Data
(in thousands)
(Unaudited)

September 25,  December 31,  September 27,
2004          2003           2003

ASSETS

Cash and cash equivalents         $63,061       $67,163      $12,384

Restricted cash                     3,927         4,509        4,748

Receivables, net                   58,709        32,602       41,166

Inventories, net                  105,497        83,530      104,671

Other current assets               18,712        22,840       30,577

Property and equipment, net       109,554       114,403      119,742

Other assets                       37,469        37,718       31,040

Total Assets                    $396,929      $362,765     $344,328

LIABILITIES AND STOCKHOLDERS' EQUITY

Current installments of notes
payable and long-term debt       $13,111       $13,931      $14,111

Other current liabilities         117,687        96,944       91,726

Notes payable and long-term
debt,excluding current
installments                     48,416        54,161       58,222

Other liabilities                  17,368        14,947       14,330

Stockholders' equity              200,347       182,782      165,939

Total Liabilities and
Stockholders' Equity           $396,929      $362,765     $344,328

Guess?, Inc. and Subsidiaries
Condensed Consolidated Cash Flow Data
(in thousands)
(Unaudited)

Nine Months Ended
September 25,     September 27,
2004              2003

Net cash provided by operating
activities                                 $15,730            $2,490

Net cash used in investing activities       (16,377)          (14,440)

Net cash used in financing activities        (3,443)           (7,801)

Effect of exchange rates on cash                (12)              382

Net decrease in cash and cash
equivalents                                 (4,102)          (19,369)

Cash and cash equivalents at the
beginning of the year                       67,163            31,753

Cash and cash equivalents at the end
of the period                              $63,061           $12,384

Supplemental information:

Depreciation and amortization               $26,294           $26,102

Rent                                         46,578            43,725

Guess?, Inc. and Subsidiaries
Retail Store Data
(Unaudited)

Nine Months Ended
September 25,     September 27,
2004              2003

Number of stores at the beginning of
the year                                        265              249

Store openings                                  16               12

Store closures                                 (12)              (3)

Number of stores at the end of the
period                                          269              258

Total store square footage at the end
of the period                             1,390,000        1,329,000

SOURCE  Guess?, Inc.
-0-                             10/28/2004
/CONTACT:  Carlos Alberini, President & Chief Operating Officer,
+1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer,
+1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick of Kekst and Company,
+1-212-521-4800, for Guess?, Inc./
/Web site:  http://www.guess.com /
(GES)

CO:  Guess?, Inc.
ST:  California
IN:  FAS TEX REA
SU:  ERN CCA