As filed with the Securities and Exchange Commission on December 22, 2004
                                                         Registration No. 333-
===============================================================================

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                              ___________________

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

          Delaware                                         95-3679695
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                           1444 South Alameda Street
                         Los Angeles, California 90021
                                 (213) 765-3100
              (Address, including zip code, and telephone number
                         of principal executive offices)
                               ___________________

                   Guess?, Inc. 2004 Equity Incentive Plan
                            (Full title of the plan)
                               ___________________

                                Deborah S. Siegel
                         General Counsel and Secretary
                                  Guess?, Inc.
                          1444 South Alameda Street
                        Los Angeles, California 90021
                                (213) 765-3100
           (Name, address and telephone number, including area code,
                             of agent for service)
                               ___________________

                                    Copy to:

                             David J. Johnson, Jr.
                            O'Melveny & Myers, LLP
                             400 S. Hope Street
                        Los Angeles, California 90071
                               (213) 430-6000
                               ___________________


                        CALCULATION OF REGISTRATION FEE
    --------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
    Title of           Amount          offering       aggregate     Amount of
    securities         to be           price          offering    registration
    to be registered   registered(1)   per unit(2)     price(2)       fee(2)
    --------------------------------------------------------------------------
    Common Stock,
    $0.01 par value:   5,000,000        $11.87       $59,350,000    $6,985.50
    --------------------------------------------------------------------------

   (1) This Registration Statement covers, in addition to the number of shares
       of Common Stock stated above, options and other rights to purchase or
       acquire the shares of Common Stock covered by the Prospectus, and
       pursuant to Rule 416(c) under the Securities Act of 1933, as amended
       (the "Securities Act"), the amount registered hereunder includes an
       additional indeterminate number of shares, options and rights which by
       reason of certain events specified in the Guess?, Inc. 2004 Equity
       Incentive Plan (the "Plan") may become subject to the Plan.

  (2)  Pursuant to Rule 457(h), the maximum offering price, per share and
       in the aggregate, and the registration fee were calculated based upon
       the average of the high and low prices of the Common Shares on
       December 15, 2004.

       The Exhibit Index for this Registration Statement is at page 9.

<PAGE>

                                  PART I

                        INFORMATION REQUIRED IN THE
                         SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

<PAGE>

                                  PART II

                        INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents, which have been filed by Guess?, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (Commission File Number
1-11893) are hereby incorporated by reference in, and shall be deemed to be a
part of, this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for its fiscal year ended
         December 31, 2003, filed with the Commission on March 12, 2004;

     (b) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
         ended March 27, 2004, June 26, 2004 and September 25, 2004, filed with
         the Commission on May 6, 2004, August 4, 2004 and November 1, 2004,
         respectively; and

     (c) The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A/A filed under the Exchange
         Act with the Commission on July 31, 1996 and any amendment or report
         filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities

     Inapplicable.

Item 5.  Interests of Named Experts and Counsel

     Inapplicable.

Item 6.  Indemnification of Directors and Officers

     Section 145(a) of the General Corporation Law of the States of Delaware
(the "General Corporation Law"), provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

     Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action
or suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

     Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense or any claim, issue or
matter therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under such Section 145.

     Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders may eliminate or limit personal
liability of members of its board of directors or governing body for violations
of a director's duty of care. However, no such provision may eliminate or limit
the liability of a director for breaching his or her duty of loyalty, acting or
failing to act in good faith, engaging in intentional misconduct or knowingly
violating a law, paying an unlawful dividend or approving an unlawful stock
repurchase, or obtaining an improper personal benefit. A provision of this type
has no effect on the availability of equitable remedies, such as injunction or
rescission, for breach of fiduciary duty. The Company's Certificate of
Incorporation contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify officers and
directors to the full extent permitted by and in the manner permissible under
the laws of the State of Delaware.

     The Company has a directors and officers' liability insurance policy with
coverage for, among other things, liability for violations of federal and state
securities laws.

     The Company has entered into indemnity agreements with its directors and
officers for indemnification of and advancement of expenses to such persons to
the full extent permitted by law. The Company intends to execute such indemnity
agreements with its future officers and directors.

Item 7.  Exemption from Registration Claimed

     Inapplicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 9.

Item 9.  Undertakings

     (a) The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement
                    (or the most recent post-effective amendment thereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in this Registration
          Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act) that is incorporated by reference in this Registration
          Statement shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described in
          Item 6 above, or otherwise, the Registrant has been advised that in
          the opinion of the Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

<PAGE>


                               SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 22 day
of December, 2004.

                                        GUESS?, INC.,
                                        a Delaware corporation


                                   By:  /s/ Carlos Alberini
                                        ------------------------------------
                                        Carlos Alberini
                                        President, Chief Operating Officer
                                        and Director


                             POWER OF ATTORNEY

      We, the undersigned officers and directors of Guess?, Inc., hereby
severally constitute and appoint Carlos Alberini and Frederick G. Silny as
attorneys in fact, and each of them singly, our true and lawful attorneys-in-
fact, with full power to them in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including any post-effective
amendments thereto), and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact may do
or cause to be done by virtue hereof

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.


   Signature                     Title                           Date

/s/ Maurice Marciano
--------------------    Co-Chairman of the Board, Co-Chief    December 22, 2004
Maurice Marciano        Executive Officer and Director
                        (Principal Executive Officer)


/s/ Paul Marciano
-------------------     Co-Chairman of the Board, Co-Chief    December 22, 2004
Paul Marciano           Executive Officer and Director


/s/ Carlos Alberini
-------------------     President, Chief Operating Officer    December 22, 2004
Carlos Alberini         and Director

/s/ Frederick C. Silny
----------------------  Senior Vice President and Chief       December 22, 2004
Frederick G. Silny      Financial Officer (Principal
                        Financial Officer and Principal
                        Accounting Officer)


/s/ Anthony Chidoni
---------------------   Director                              December 1, 2004
Anthony Chidoni


/s/ Alice Kane
--------------------    Director                              December 22, 2004
Alice Kane


/s/ Karen Neuburger
--------------------    Director                              December 22, 2004
Karen Neuburger


/s/ Howard Weitzman
--------------------    Director                              December 1, 2004
Howard Weitzman

<PAGE>


                             EXHIBIT INDEX

Exhibit
Number          Description of Exhibit
-------         ---------------------------------------------


4               Guess?, Inc. 2004 Equity Incentive Plan.(1)

5               Opinion of O'Melveny & Myers LLP (Opinion re Legality).

23.1            Independent Auditors' Consent (KPMG, LLP)

23.2            Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24              Power of Attorney (included in this Registration Statement
                under "Signatures").


(1)  Filed with the Commission as Appendix A to the Definitive Proxy Statement
     filed by the Company on April 14, 2004 (Commission File Number 001-11893)
     and incorporated herein by this reference.
[{"type": "S-8", "sequence": "1", "filename": "s_8.txt", "description": "S-8 REGISTGRATION", "secsgml_size_bytes": 19907}]
{"company-data": {"conformed-name": "GUESS INC ET AL/CA/", "cik": "0000912463", "assigned-sic": "2340", "irs-number": "953679695", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121552", "film-number": "041221345"}, "business-address": {"street1": "1444 SOUTH ALAMEDA ST", "city": "LOS ANGELES", "state": "CA", "zip": "90021", "phone": "2137653100"}, "mail-address": {"street1": "1444 SOUTH ALAMEDA STREET", "city": "LOS ANGELES", "state": "CA", "zip": "90021"}}
As filed with the Securities and Exchange Commission on December 22, 2004
                                                         Registration No. 333-
===============================================================================

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                              ___________________

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

          Delaware                                         95-3679695
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                           1444 South Alameda Street
                         Los Angeles, California 90021
                                 (213) 765-3100
              (Address, including zip code, and telephone number
                         of principal executive offices)
                               ___________________

                   Guess?, Inc. 2004 Equity Incentive Plan
                            (Full title of the plan)
                               ___________________

                                Deborah S. Siegel
                         General Counsel and Secretary
                                  Guess?, Inc.
                          1444 South Alameda Street
                        Los Angeles, California 90021
                                (213) 765-3100
           (Name, address and telephone number, including area code,
                             of agent for service)
                               ___________________

                                    Copy to:

                             David J. Johnson, Jr.
                            O'Melveny & Myers, LLP
                             400 S. Hope Street
                        Los Angeles, California 90071
                               (213) 430-6000
                               ___________________

                        CALCULATION OF REGISTRATION FEE
    --------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
    Title of           Amount          offering       aggregate     Amount of
    securities         to be           price          offering    registration
    to be registered   registered(1)   per unit(2)     price(2)       fee(2)
    --------------------------------------------------------------------------
    Common Stock,
    $0.01 par value:   5,000,000        $11.87       $59,350,000    $6,985.50
    --------------------------------------------------------------------------

   (1) This Registration Statement covers, in addition to the number of shares
       of Common Stock stated above, options and other rights to purchase or
       acquire the shares of Common Stock covered by the Prospectus, and
       pursuant to Rule 416(c) under the Securities Act of 1933, as amended
       (the "Securities Act"), the amount registered hereunder includes an
       additional indeterminate number of shares, options and rights which by
       reason of certain events specified in the Guess?, Inc. 2004 Equity
       Incentive Plan (the "Plan") may become subject to the Plan.

  (2)  Pursuant to Rule 457(h), the maximum offering price, per share and
       in the aggregate, and the registration fee were calculated based upon
       the average of the high and low prices of the Common Shares on
       December 15, 2004.

       The Exhibit Index for this Registration Statement is at page 9.
PART I

                        INFORMATION REQUIRED IN THE
                         SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II

                        INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents, which have been filed by Guess?, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (Commission File Number
1-11893) are hereby incorporated by reference in, and shall be deemed to be a
part of, this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for its fiscal year ended
         December 31, 2003, filed with the Commission on March 12, 2004;

     (b) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
         ended March 27, 2004, June 26, 2004 and September 25, 2004, filed with
         the Commission on May 6, 2004, August 4, 2004 and November 1, 2004,
         respectively; and

     (c) The description of the Company's common stock contained in the
         Company's Registration Statement on Form 8-A/A filed under the Exchange
         Act with the Commission on July 31, 1996 and any amendment or report
         filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities

     Inapplicable.

Item 5.  Interests of Named Experts and Counsel

     Inapplicable.

Item 6.  Indemnification of Directors and Officers

     Section 145(a) of the General Corporation Law of the States of Delaware
(the "General Corporation Law"), provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

     Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action
or suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

     Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense or any claim, issue or
matter therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under such Section 145.

     Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders may eliminate or limit personal
liability of members of its board of directors or governing body for violations
of a director's duty of care. However, no such provision may eliminate or limit
the liability of a director for breaching his or her duty of loyalty, acting or
failing to act in good faith, engaging in intentional misconduct or knowingly
violating a law, paying an unlawful dividend or approving an unlawful stock
repurchase, or obtaining an improper personal benefit. A provision of this type
has no effect on the availability of equitable remedies, such as injunction or
rescission, for breach of fiduciary duty. The Company's Certificate of
Incorporation contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify officers and
directors to the full extent permitted by and in the manner permissible under
the laws of the State of Delaware.

     The Company has a directors and officers' liability insurance policy with
coverage for, among other things, liability for violations of federal and state
securities laws.

     The Company has entered into indemnity agreements with its directors and
officers for indemnification of and advancement of expenses to such persons to
the full extent permitted by law. The Company intends to execute such indemnity
agreements with its future officers and directors.

Item 7.  Exemption from Registration Claimed

     Inapplicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 9.

Item 9.  Undertakings

     (a) The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement
                    (or the most recent post-effective amendment thereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in this Registration
          Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act) that is incorporated by reference in this Registration
          Statement shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described in
          Item 6 above, or otherwise, the Registrant has been advised that in
          the opinion of the Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 22 day
of December, 2004.

                                        GUESS?, INC.,
                                        a Delaware corporation

                                   By:  /s/ Carlos Alberini
                                        ------------------------------------
                                        Carlos Alberini
                                        President, Chief Operating Officer
                                        and Director

                             POWER OF ATTORNEY

      We, the undersigned officers and directors of Guess?, Inc., hereby
severally constitute and appoint Carlos Alberini and Frederick G. Silny as
attorneys in fact, and each of them singly, our true and lawful attorneys-in-
fact, with full power to them in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including any post-effective
amendments thereto), and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact may do
or cause to be done by virtue hereof

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

   Signature                     Title                           Date

/s/ Maurice Marciano
--------------------    Co-Chairman of the Board, Co-Chief    December 22, 2004
Maurice Marciano        Executive Officer and Director
                        (Principal Executive Officer)

/s/ Paul Marciano
-------------------     Co-Chairman of the Board, Co-Chief    December 22, 2004
Paul Marciano           Executive Officer and Director

/s/ Carlos Alberini
-------------------     President, Chief Operating Officer    December 22, 2004
Carlos Alberini         and Director

/s/ Frederick C. Silny
----------------------  Senior Vice President and Chief       December 22, 2004
Frederick G. Silny      Financial Officer (Principal
                        Financial Officer and Principal
                        Accounting Officer)

/s/ Anthony Chidoni
---------------------   Director                              December 1, 2004
Anthony Chidoni

/s/ Alice Kane
--------------------    Director                              December 22, 2004
Alice Kane

/s/ Karen Neuburger
--------------------    Director                              December 22, 2004
Karen Neuburger

/s/ Howard Weitzman
--------------------    Director                              December 1, 2004
Howard Weitzman
EXHIBIT INDEX

Exhibit
Number          Description of Exhibit
-------         ---------------------------------------------

4               Guess?, Inc. 2004 Equity Incentive Plan.(1)

5               Opinion of O'Melveny & Myers LLP (Opinion re Legality).

23.1            Independent Auditors' Consent (KPMG, LLP)

23.2            Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24              Power of Attorney (included in this Registration Statement
                under "Signatures").

(1)  Filed with the Commission as Appendix A to the Definitive Proxy Statement
     filed by the Company on April 14, 2004 (Commission File Number 001-11893)
     and incorporated herein by this reference.