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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): August 2, 2006

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 240.13e-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Guess?, Inc. issued a press release on August 2, 2006. The press release
announced its financial results for the quarter ended July 1, 2006. The press
release is attached hereto as Exhibit 99.1.

The information in this Form 8-K is being furnished under Item 2.02 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)        Exhibits.

The following exhibit is furnished herewith:

99.1       Press Release of Guess?, Inc. dated August 2, 2006 (financial results
for the quarter ended July 1, 2006)

2

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.

Dated:  August 2, 2006                        GUESS?, INC.

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

3

EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION
-----------   ------------------------------------------------------------------
99.1          Press Release of Guess?, Inc. dated August 2, 2006 (financial
results for the quarter ended July 1, 2006)

4

Exhibit 99.1

GUESS?, INC.                                                        NEWS RELEASE

FOR IMMEDIATE RELEASE        Contacts:       Carlos Alberini
President & Chief Operating Officer
(213) 765-3582

Dennis R. Secor
SVP & Chief Financial Officer
(213) 765-3504

Joseph Teklits
Integrated Corporate Relations
(203) 682-8258

GUESS?, INC. REPORTS RECORD REVENUES AND EARNINGS FOR SECOND QUARTER
--------------------------------------------------------------------

Q2 EPS MORE THAN TRIPLES VS. LAST YEAR, $0.30 VS. $0.09
-------------------------------------------------------

COMPANY RAISES Q3 EXPECTATIONS
------------------------------

-- JULY COMP SALES UP 10.7% --
------------------------------

SECOND QUARTER HIGHLIGHTS
-------------------------

-    All segments delivered revenue growth and improved operating margin

-    Revenues increased 30% to $231.0 million; comparable store sales up
17.4%

-    Gross margin increased 270 basis points and SG&A expense rate
decreased 240 basis points

-    Operating margin improved 510 basis points to 9.5%

-    Net earnings grew 230% to $13.7 million

SIX MONTHS HIGHLIGHTS
---------------------

-    Revenues grew 24% to $490.0 million; comparable store sales up 15.8%

-    Operating margin improved 400 basis points to 9.8%

-    Net earnings increased 136% to $29.1 million

Los Angeles, CA, August 2, 2006 - Guess?, Inc. (NYSE:GES) today reported
financial results for the second quarter ended July 1, 2006.

SECOND QUARTER RESULTS
----------------------

For the second quarter ended July 1, 2006, the Company reported that net
earnings increased by 230% to $13.7 million compared to net earnings of $4.2
million for the quarter ended July 2, 2005. Diluted earnings per share increased
233.3% to $0.30 per share in the current quarter versus $0.09 per share in the
second quarter last year.

Paul Marciano, Co-Chairman and Co-CEO, commented, "We are very pleased with our
financial performance this quarter. We exceeded revenue and earnings targets in
all our businesses, and delivered record revenues and earnings for the period.
Our revenue growth was driven by a very positive customer response to our
product assortment and mix, improved execution within our North American retail
and wholesale divisions, and the continued success of our European and licensing
businesses. This performance underscores the global opportunities we have to
continue to seek out new markets and to grow the Guess? brand internationally.

Mr. Marciano continued, "Our improved operating margin performance during the
period highlights management's focus on the bottom line. We were able to
increase gross margins and leverage SG&A expenses considerably. As we entered
the back-to-school selling season, our inventories were very clean and the
initial sell throughs for seasonal product have been very encouraging, as
demonstrated by our July same store sales increase of 10.7%. While we remain
cautious regarding consumer spending and customer traffic, we are confident
about our business growth in Europe and licensing expansion in all categories."

Total net revenue for the second quarter of 2006 increased 29.6% to $231.0
million from $178.2 million in the second quarter of 2005. The Company's retail
stores in the U.S. and Canada generated revenue of $163.9 million in the 2006
second quarter, a 23.4% increase from $132.9 million, as reported in the prior
year period. Comparable store sales increased 17.4% during the second quarter of
2006 versus the prior year period. Net revenue from the Company's wholesale
segment increased 18.2% to $30.8 million in the second quarter of 2006 from
$26.1 million in the prior year period. Net revenue from the Company's European
operations segment increased 130.1% to $22.8 million in the second quarter of
2006, compared to $9.9 million in the prior year period. Licensing segment net
revenue increased 44.1% to $13.4 million in the second quarter of 2006 from $9.3
million in the prior year period. The Company operated 320 retail stores in the
U.S. and Canada at second quarter-end 2006 versus 301 stores a year earlier.

Operating margin in the second quarter improved 510 basis points to 9.5%,
compared to the prior year's quarter. This margin expansion was driven by a
gross margin increase of 270 basis points to 40.0%, coupled with an SG&A expense
rate reduction of 240 basis points to 30.5% in the period.

SIX MONTHS RESULTS
------------------

For the six months ended July 1, 2006, the Company reported that net earnings
increased 136.3% to $29.1 million compared to net earnings of $12.3 million for
the six months ended July 2, 2005. Diluted earnings per share increased 128.6%
to $0.64 per share in the current six-month period versus $0.28 per share in the
comparable period last year. The six months ended July 1, 2006 had 182 days
compared to 183 days in the six months ended July 2, 2005.

2

Total net revenue increased 24.4% to $490.0 million in the 2006 six-month period
from $393.8 million in the prior year period. The Company's retail stores in the
U.S. and Canada generated revenue of $302.9 million for the first six months of
2006, an increase of 21.5% from $249.4 million for the prior year period.
Comparable store sales increased 15.8% during the first six months of 2006. Net
revenue from the Company's wholesale segment in the first six months of 2006
increased 7.8% to $61.6 million from $57.1 million in the first six months of
2005. Net revenue from the Company's European operations segment increased 47.3%
to $98.0 million in the first six months of 2006, compared to $66.6 million in
the prior year period. Licensing segment net revenue was $27.5 million in the
first six months of 2006, a 32.5% increase from $20.7 million for the same prior
year period.

Operating margin for the first six months of 2006 improved 400 basis points to
9.8%, compared to the prior year's period. This margin expansion was driven by a
gross margin increase of 220 basis points to 40.0% and better SG&A expense
leverage, with a rate decrease of 180 basis points to 30.2% in the period.

JULY 2006 RETAIL SALES AND OUTLOOK UPDATE
-----------------------------------------

The Company also reported retail sales for its stores in the U.S. and Canada for
fiscal July 2006. Total July retail sales for the month ended July 29, 2006 were
$52.7 million, an increase of 16.3% from sales of $45.3 million for the month
ended July 30, 2005. Comparable store sales for July 2006 increased 10.7%
compared to July 2005.

The Company now expects overall revenues for the third quarter to increase
slightly more than 20%, which represents an increase from its previous guidance
for the period. This increase is primarily driven by the forecasted business for
the Company's European and wholesale segments for the third quarter. The net
impact of the change in guidance should result in a net earnings improvement
over previous guidance for the third quarter in the range of $1.5 million to
$2.0 million, or $0.03 to $0.04 per share.

The Company will hold a conference call at 4:30 pm (ET) on August 2, 2006 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 July 1,
2006, the Company operated 320 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, including statements concerning the Company's future
prospects and guidance for the third quarter of 2006, 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 to differ materially from what is
currently anticipated. Factors which may cause actual results in future periods
to differ materially from current expectations include, among other things, our
ability to anticipate consumer preferences, effectively operate our retail
stores, effectively manage inventories, successfully execute our strategies,
including our supply chain and international growth strategies, and general
economic conditions and consumer confidence. In addition to these factors, the
economic and other factors identified in the Company's most recent annual report
on Form 10-K and other filings with the Securities and Exchange Commission,
including but not limited to the risk factors discussed therein, could cause
actual results to differ materially from current expectations.

3

GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)

THREE MONTHS ENDED                             SIX MONTHS ENDED
-------------------------------------------   -------------------------------------------
July 1,               July 2,                 July 1,                July 2,
2006                  2005                    2006                   2005
--------------------   --------------------   --------------------   --------------------
$          %           $          %           $           %          $          %

Net revenue
Product sales                     $ 217,601       94.2%  $ 168,913       94.8%  $ 462,544       94.4%  $ 373,107       94.7%
Net royalties                        13,436        5.8%      9,322        5.2%     27,471        5.6%     20,736        5.3%
---------   --------   ---------   --------   ---------   --------   ---------   --------
231,037      100.0%    178,235      100.0%    490,015      100.0%    393,843      100.0%

Cost of product sales                   138,584       60.0%    111,757       62.7%    293,930       60.0%    245,142       62.2%
---------   --------   ---------   --------   ---------   --------   ---------   --------
Gross profit                             92,453       40.0%     66,478       37.3%    196,085       40.0%    148,701       37.8%

Selling, general and administrative
expenses                                70,595       30.5%     58,717       32.9%    148,218       30.2%    125,786       32.0%
---------   --------   ---------   --------   ---------   --------   ---------   --------
Earnings from operations                 21,858        9.5%      7,761        4.4%     47,867        9.8%     22,915        5.8%

Other (income) expense:
Interest expense                      1,627        0.7%      1,508        0.8%      3,271        0.7%      3,262        0.8%
Interest income                      (1,411)      (0.6)%      (458)      (0.2)%    (2,621)      (0.5)%      (893)      (0.2)%
Other, net                           (1,172)      (0.5)%       ---        ---      (1,172)      (0.2)%       ---        ---
---------   --------   ---------   --------   ---------   --------   ---------   --------
Earnings before income taxes             22,814        9.9%      6,711        3.8%     48,389        9.8%     20,546        5.2%

Income taxes                              9,080        4.0%      2,547        1.5%     19,259        3.9%      8,219        2.1%
---------   --------   ---------   --------   ---------   --------   ---------   --------
Net earnings                          $  13,734        5.9%  $   4,164        2.3%  $  29,130        5.9%  $  12,327        3.1%
=========   ========   =========   ========   =========   ========   =========   ========

Net earnings per share:

Basic                             $    0.30              $    0.09              $    0.65              $    0.28

Diluted                           $    0.30              $    0.09              $    0.64              $    0.28

Weighted number of shares
outstanding:

Basic                                45,242                 44,238                 45,105                 44,219

Diluted                              45,933                 44,703                 45,838                 44,677

4

GUESS?, INC. AND SUBSIDIARIES
CONSOLIDATED SEGMENT DATA
(in thousands)

THREE MONTHS ENDED             SIX MONTHS ENDED
---------------------------   ---------------------------
July 1,        July 2,        July 1,        July 2,
2006           2005           2006           2005
------------   ------------   ------------   ------------

Net revenue:
Retail operations                $    163,948   $    132,908   $    302,906   $    249,403
Wholesale operations                   30,827         26,087         61,624         57,146
European operations                    22,826          9,918         98,014         66,558
Licensing operations                   13,436          9,322         27,471         20,736
------------   ------------   ------------   ------------
$    231,037   $    178,235   $    490,015   $    393,843
============   ============   ============   ============
Earnings (loss) from operations:
Retail operations                $     20,988   $     13,457   $     23,109   $     10,049
Wholesale operations                    3,550            279          5,930          2,406
European operations                    (2,326)        (4,853)        18,853         11,000
Licensing operations                   12,040          7,906         24,325         17,050
Corporate overhead                    (12,394)        (9,028)       (24,350)       (17,590)
------------   ------------   ------------   ------------
$     21,858   $      7,761   $     47,867   $     22,915
============   ============   ============   ============

5

GUESS?, INC. AND SUBSIDIARIES
SELECTED CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in thousands)

JULY 1,    DECEMBER 31,     JULY 2,
2006          2005          2005
----------  --------------  ----------

ASSETS
Cash and cash equivalents                                                         $  197,346  $      171,549  $   88,273
Receivables, net                                                                      75,782          81,762      74,399
Inventories, net                                                                     127,425         122,037     113,206
Other current assets                                                                  33,323          32,670      26,307
Property and equipment, net                                                          158,675         144,007     121,430
Other assets                                                                         105,561          81,349      61,710
----------  --------------  ----------
Total Assets                                                                  $  698,112  $      633,374  $  485,325
==========  ==============  ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current installments of notes payable, long-term debt and capital lease           $   27,085  $       35,051  $   37,015
Other current liabilities                                                            198,025         182,175     122,659
Notes payable, long-term debt and capital lease, excluding current installments       48,154          53,199      50,848
Other long-term liabilities                                                           88,351          74,656      43,938
Stockholders' equity                                                                 336,497         288,293     230,865
----------  --------------  ----------
Total Liabilities and Stockholders' Equity                                    $  698,112  $      633,374  $  485,325
==========  ==============  ==========

6

GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW DATA
(in thousands)

SIX MONTHS ENDED
---------------------------
JULY 1,        JULY 2,
2006           2005
------------   ------------

Net cash provided by  operating activities                    $     63,272   $     24,419
Net cash used in investing activities                              (32,004)       (41,389)
Net cash used in financing activities                               (6,490)          (334)
Effect of exchange rates on cash                                     1,019           (426)
------------   ------------
Net decrease in cash and cash equivalents                           25,797        (17,730)
Cash and cash equivalents at the beginning of the year             171,549        106,003
------------   ------------
Cash and cash equivalents at the end of the period            $    197,346   $     88,273
============   ============
SUPPLEMENTAL INFORMATION:
Depreciation and amortization                                 $     17,580   $     16,985
Rent                                                                40,646         34,433

7

GUESS?, INC. AND SUBSIDIARIES
RETAIL STORE DATA
U.S. AND CANADA

SIX MONTHS ENDED
------------------------
JULY 1,         JULY 2,
2006            2005
---------      ---------

Number of stores at the beginning of the year                          315            287
Store openings                                                      15             21
Store closures                                                     (10)            (7)
---------      ---------
Number of stores at the end of the period                              320            301
=========      =========

Total store square footage at the end of the period              1,567,000      1,508,000
=========      =========

8