AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1996

REGISTRATION NO. 333-4419
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

DELAWARE                       2345                      95-3679695
(State or other             (Primary Standard            (I.R.S. Employer
jurisdiction of                Industrial             Identification Number)
incorporation or        Classification Code Number)
organization)

1444 SOUTH ALAMEDA STREET
LOS ANGELES, CALIFORNIA 90021
(213) 765-3100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROGER A. WILLIAMS
CHIEF FINANCIAL OFFICER
GUESS ?, INC.
1444 SOUTH ALAMEDA STREET
LOS ANGELES, CALIFORNIA 90021
(213) 765-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------

COPIES TO:

William H. Hinman, Jr., Esq.                            Gregg A. Noel, Esq.
Shearman & Sterling                                Jeffrey H. Cohen, Esq.
555 California Street                        Skadden, Arps, Slate, Meagher & Flom
San Francisco, California 94104-1522                 300 South Grand Avenue, Suite 3400
Los Angeles, California 90071

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------

If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933, check the following box. / /

If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. / /

If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration  statement number  of the earlier  effective registration statement
for the same offering. / /

If delivery of the prospectus is expected  to be made pursuant to Rule  434,
please check the following box. / /
--------------------------

THE  REGISTRANT HEREBY  AMENDS THIS REGISTRATION  STATEMENT ON  SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933,  AS AMENDED,  OR UNTIL  THE REGISTRATION  STATEMENT
SHALL  BECOME EFFECTIVE ON SUCH DATE AS  THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

GUESS ?, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K

ITEM
NUMBER                           ITEM                                        LOCATION IN PROSPECTUS
- ---------  --------------------------------------------------  ----------------------------------------------------

1.     Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................  Facing  Page;  Cross-Reference Sheet;  Outside Front
Cover Page of Prospectus
2.     Inside Front and Outside Back Cover Pages of
Prospectus.......................................  Inside Front  Cover Page  of Prospectus;  Additional
Information;  Table of Contents; Outside Back Cover
Page of Prospectus
3.     Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................  Prospectus Summary; Risk Factors
4.     Use of Proceeds...................................  Prospectus Summary; Use of Proceeds
5.     Determination of Offering Price...................  Underwriting
6.     Dilution..........................................  Dilution
7.     Selling Security Holders..........................  Not Applicable
8.     Plan of Distribution..............................  Outside Front Cover Page of Prospectus; Underwriting
9.     Description of Securities to Be Registered........  Outside Front Cover  Page of Prospectus;  Prospectus
Summary; Description of Capital Stock
10.     Interests of Named Experts and Counsel............  Not Applicable
11.     Information with Respect to Registrant............  Prospectus  Summary; Risk  Factors; Company History,
the Reorganization and Prior S Corporation  Status;
Dividend Policy; Capitalization; Selected Financial
Data;    Selected   Pro   Forma   Financial   Data;
Management's Discussion and  Analysis of  Financial
Condition  and  Results  of  Operations;  Business;
Management;   Certain    Transactions;    Principal
Stockholders;  Shares  Eligible  for  Future  Sale;
Description of Capital Stock; Financial Statements
12.     Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities......................................  Not Applicable

------------------------

This Registration Statement contains two forms of prospectus: one to be used
in connection  with an  offering in  the  United States  and Canada  (the  "U.S.
Prospectus")  and one  to be  used in a  concurrent offering  outside the United
States and Canada (the "International Prospectus"). The U.S. Prospectus and  the
International  Prospectus will be identical in all respects except for the front
and back cover  pages and  the "Underwriting"  section. The  U.S. Prospectus  is
included  herein and is followed by those  pages to be used in the International
Prospectus which differ from those in the U.S. Prospectus. Each of the pages for
the International Prospectus  included herein has  been labeled "Alternate  Page
for International Prospectus."

Information   contained  herein  is  subject   to  completion  or  amendment.  A
registration statement  relating to  these securities  has been  filed with  the
Securities  and Exchange  Commission. These securities  may not be  sold nor may
offers to buy be accepted prior  to the time the registration statement  becomes
effective.  This  prospectus  shall  not  constitute an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in  any state in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JULY 30, 1996

PROSPECTUS
9,200,000 SHARES

[LOGO]

COMMON STOCK
------------------

Of the 9,200,000  shares of Common  Stock of Guess  ?, Inc. offered  hereby,
7,360,000  shares are initially being offered in the United States and Canada by
the U.S. Underwriters and 1,840,000  shares are initially being offered  outside
the  United States and Canada by  the International Managers. The initial public
offering price and the aggregate  underwriting discount per share are  identical
for each of the Offerings. See "Underwriting."

Prior  to the  Offerings, there  has been  no public  market for  the Common
Stock. It is  currently estimated  that the  initial public  offering price  per
share  of Common  Stock will be  between $21  and $23. See  "Underwriting" for a
discussion of the  factors to be  considered in determining  the initial  public
offering price of the Common Stock.

The  Common  Stock has  been  approved for  listing  on the  New  York Stock
Exchange under the symbol "GES," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE  7 FOR A DISCUSSION OF CERTAIN  FACTORS
THAT  SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

---------------------

THESE SECURITIES  HAVE  NOT  BEEN  APPROVED OR  DISAPPROVED  BY  THE  SECURITIES
AND   EXCHANGE  COMMISSION  OR  ANY   STATE  SECURITIES  COMMISSION,  NOR  HAS
THE  SECURITIES   AND   EXCHANGE   COMMISSION  OR   ANY   STATE   SECURITIES
COMMISSION    PASSED   UPON   THE   ACCURACY   OR   ADEQUACY   OF   THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE TO         UNDERWRITING        PROCEEDS TO
PUBLIC          DISCOUNT (1)        COMPANY (2)

Per Share...........................          $                  $                  $
Total (3)...........................          $                  $                  $

(1) The Company  and the  Principal Stockholders  have agreed  to indemnify  the
several   Underwriters  against   certain  liabilities,   including  certain
liabilities  under   the   Securities  Act   of   1933,  as   amended.   See
"Underwriting."

(2) Before deducting expenses payable by the Company estimated to be $1,750,000.

(3)  The  Company has  granted to  the U.S.  Underwriters and  the International
Managers options,  exercisable  within  30  days  after  the  date  of  this
Prospectus,  to purchase up to an additional 1,104,000 and 276,000 shares of
Common Stock, respectively, to  cover over-allotments, if  any. If all  such
additional  shares are  purchased, the  total Price  to Public, Underwriting
Discount and Proceeds to Company will be $         , $       and $         ,
respectively. See "Underwriting."
------------------------

The  shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as  and if issued to and  accepted by them, and subject  to
the  approval  of certain  legal  matters by  counsel  for the  Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and  to reject orders in whole  or in part. It is  expected
that  delivery of the shares of Common Stock  will be made in New York, New York
on or about            , 1996.

------------------------

MERRILL LYNCH & CO.  MORGAN STANLEY & CO.
INCORPORATED
----------------------------------
The date of this Prospectus is            , 1996.

[PICTURES]

2

PROSPECTUS SUMMARY

THE  FOLLOWING SUMMARY  IS QUALIFIED  IN ITS  ENTIRETY BY  THE MORE DETAILED
INFORMATION AND  FINANCIAL STATEMENTS  (INCLUDING THE  NOTES THERETO)  APPEARING
ELSEWHERE  IN THIS  PROSPECTUS. UNLESS OTHERWISE  NOTED, ALL  COMMON STOCK SHARE
AMOUNTS, PER SHARE DATA AND OTHER  INFORMATION SET FORTH IN THIS PROSPECTUS  (I)
HAVE  BEEN ADJUSTED TO REFLECT A 32.66 FOR 1 STOCK SPLIT, WHICH WILL BE EFFECTED
PRIOR TO CONSUMMATION OF THE OFFERINGS,  AND (II) ASSUME THAT THE  UNDERWRITERS'
OVER-ALLOTMENT  OPTIONS  HAVE NOT  BEEN EXERCISED.  UNLESS THE  CONTEXT REQUIRES
OTHERWISE, THE "COMPANY" OR "GUESS," AS USED IN THIS PROSPECTUS, MEANS GUESS  ?,
INC.  AND GUESS? EUROPE, B.V., A  NETHERLANDS CORPORATION ("GEBV"), GUESS ITALIA
S.R.L., AN ITALIAN CORPORATION ("GUESS  ITALIA," AND TOGETHER WITH GEBV,  "GUESS
EUROPE"),  AND  RANCHE  LIMITED, A  HONG  KONG CORPORATION  ("RANCHE"  OR "GUESS
ASIA"), EACH OF WHICH IS A CONSOLIDATED SUBSIDIARY OF GUESS ?, INC.

THE COMPANY

Guess ?, Inc. (the  "Company" or "Guess"), founded  in 1981 by the  Marciano
brothers,  designs, markets, distributes and licenses one of the world's leading
lifestyle collections  of  casual  apparel,  accessories  and  related  consumer
products. The Company's apparel for men and women is inspired by an appreciation
of  the American lifestyle combined with a  European flair and is marketed under
the trademarks  GUESS,  GUESS  U.S.A.,  GUESS? AND  TRIANGLE  DESIGN  and  GUESS
COLLECTION.  The lines  include full collections  of denim  and cotton clothing,
including jeans,  pants, overalls,  skirts,  dresses, shorts,  blouses,  shirts,
jackets  and  knitwear.  In  addition,  the  Company  has  granted  licenses  to
manufacture and  distribute  a  broad  range of  products  that  complement  the
Company's  apparel lines, including watches,  clothing for infants and children,
eyewear, footwear, activewear, home products and other fashion accessories.  The
Company's  product  quality combined  with  captivating advertising  images have
created a global brand  franchise with products  that appeal to  style-conscious
consumers  across a  broad spectrum of  ages. The Company  generates net revenue
from wholesale and retail operations  and licensing activities, which  accounted
for  56%, 35% and 9%, respectively, of  net revenue in 1995. The Company's total
net revenue in 1995 was $486.7 million and pro forma net earnings (as  described
herein) were $43.3 million.

The  Company  achieves  premium  pricing  for  its  products  by emphasizing
superior styling and quality.  The Company maintains  rigorous control over  the
quality of its products by performing its own design and development work and by
closely  monitoring  the  workmanship  of  its  contractors  and  licensees. The
enduring strength  of  the GUESS  brand  name and  image  is reinforced  by  the
Company's  consistent emphasis on  innovative and distinctive  design. Under the
direction of  Maurice Marciano,  the Company's  design department  creates  full
lines  of casual  apparel that appeal  to both  men and women.  During 1995, net
sales of apparel for men and for women accounted for approximately 48% and  52%,
respectively,  of net  revenue from  the sale of  apparel products.  Each of the
lines consists of a broad array of basic, recurring styles, complemented by more
fashion-oriented items which reflect contemporary trends. During 1995, net sales
of  basic  and  fashion   items  accounted  for   approximately  49%  and   51%,
respectively, of the Company's net revenue from the sale of apparel products.

The  Company seeks to reach a  broad consumer base through multiple channels
of distribution. As of March 31, 1996, GUESS brand products were distributed  by
the  Company, its licensees and  international distributors to better department
stores and upscale  specialty stores,  112 stores  operated by  the Company  (of
which  65 were retail stores  and 47 were factory  outlet stores) and 205 stores
operated  by  licensees  and  distributors.   As  a  critical  element  of   its
distribution  to  department  stores,  the  Company  and  its  licensees utilize
shop-in-shops to enhance brand  recognition, permit more complete  merchandising
of  the  lines  and differentiate  the  presentation  of GUESS  products.  As of
December 31, 1995, the Company's and its licensees'

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR  EFFECT
TRANSACTIONS  WHICH STABILIZE OR  MAINTAIN THE MARKET PRICE  OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT  WHICH MIGHT OTHERWISE PREVAIL IN THE  OPEN
MARKET.  SUCH TRANSACTIONS  MAY BE  EFFECTED ON THE  NEW YORK  STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

3

products were sold in approximately  1,600 shop-in-shops worldwide. In order  to
protect  the Guess image and  enhance the exclusivity of  the brand, the Company
began in 1993 to withdraw its products from certain wholesale accounts which did
not meet  the  Company's merchandising  standards.  Sales to  such  discontinued
accounts represented approximately $51.1 million, $32.9 million and $3.8 million
of the Company's net revenue in 1993, 1994 and 1995, respectively. The Company's
own  network of stores, in  addition to providing a  key opportunity for growth,
allows the Company to present and merchandise its entire collection and to  test
market new product concepts.

The  Company intends to capitalize on the worldwide recognition of its brand
name and the breadth of Guess lifestyle products by expanding its  international
operations.  The Company has established Guess Europe in Italy and Guess Asia in
Hong Kong to design, source and market  products in Europe and the Pacific  Rim.
Guess  has  granted  licenses for  the  manufacture  and sale  of  GUESS branded
products similar  to  the  Company's,  including men's  and  women's  denim  and
knitwear,  in markets such as Canada,  Argentina, Mexico, the Philippines, South
Korea, Brazil  and  Japan.  Although  Guess  is  in  the  early  stages  of  its
international  expansion, GUESS  brand products  are currently  sold in  over 70
countries  primarily  through  licensees  and  distributors.  See  "Business  --
Business Strategy -- Increase International Presence."

The  desirability of  the GUESS brand  name among consumers  has allowed the
Company  to  selectively   expand  its  product   offerings  through   licensing
arrangements. The Company believes its licensing strategy significantly broadens
the  distribution of GUESS  brand products while  limiting the Company's capital
investment and operating expenses. The  Company carefully selects its  licensees
and  maintains  strict  control  over  the  design,  advertising,  marketing and
distribution of all licensed products in  order to maintain a consistent  global
GUESS brand image. The Company's 26 licensees manufacture and distribute a broad
array  of  related  consumer products  in  the United  States  and international
markets. The Company's  most significant  licenses include  GUESS WATCHES,  BABY
GUESS,  GUESS KIDS and GUESS EYEWEAR, which together accounted for approximately
48.1% of  the  Company's  net  royalties  in  1995.  The  Company  continues  to
capitalize  on the GUESS  brand image by granting  licenses to introduce related
products. Recently, the  Company licensed  the GUESS HOME  COLLECTION and  GUESS
OUTERWEAR, as well as various accessory products.

Under  Paul  Marciano's  direction  and  supervision,  Guess  has  created a
consistent, high profile  image through  the use  of its  distinctive black  and
white print ads. The Company's in-house Advertising Department directs the media
placement of all advertising worldwide, including placement by its licensees and
distributors.  On numerous occasions  since 1986, the  Company's advertising has
garnered prestigious  awards  for  creativity and  excellence,  including  CLIO,
BELDING and MOBIUS awards. Such awards are generally awarded on the basis of the
judgment  of prominent members of the advertising industry. By retaining control
over its advertising programs, the Company is able to maintain the integrity  of
the GUESS brand image while realizing a substantial cost savings compared to the
use  of outside agencies. The Company requires its licensees and distributors to
invest a percentage of their net sales of licensed products and net purchases of
Guess products, respectively, in advertising, promotion and marketing. From 1992
through 1995,  the Company's  advertising  expenditures, together  with  amounts
spent  by its licensees and its distributors (as reported to the Company by such
licensees and distributors), exceeded $160 million.

The  Company's  business  strategy  is   designed  to  increase  sales   and
profitability,  while preserving the  integrity and expanding  the product depth
and global reach of  the GUESS brand. To  provide greater management depth,  the
Company  has recently recruited several key executives with substantial industry
experience to  faciliate  the  implementation  of  its  business  strategy.  The
business  strategy consists of the following  key elements: (i) to maintain high
brand recognition, (ii) to increase international operations through  increasing
sales  to existing and new distributors, increasing royalties from the growth of
licensees'   businesses,    increasing    the   number    of    licensee-    and
distributor-operated  retail stores and shop-in-shops and expanding direct sales
penetration through Guess Europe, (iii) to increase both product and  geographic
licensing  arrangements,  (iv)  to  deepen the  Company's  product  offerings to
include new  fabrications and  product  lines, (v)  to  expand and  improve  the
productivity of the Company-operated retail and factory outlet store network and
(vi) to expand and upgrade domestic shop-in-shops.

4

COMPANY HISTORY

Maurice,  Paul  and Armand  Marciano  (the "Principal  Executive Officers"),
together with their brother Georges, began in the apparel business in France  in
1972  and opened their first retail apparel  stores in the United States in 1978
in California.  The  business of  GUESS  was founded  in  1981 by  the  Marciano
brothers.  The Company  was founded on  the concept  of a fashion  jean with the
first GUESS product being the  "three-zip Marilyn" jean, which was  stone-washed
and  adapted  to  fit the  contours  of a  woman's  body. Since  that  time, the
Company's product  offerings have  grown  to include  full  lines of  men's  and
women's  casual apparel. In  August 1993, Georges Marciano  sold his interest in
Guess to the Company and a trust for the benefit of Paul Marciano.

THE OFFERINGS

Of the 9,200,000 shares of Common  Stock, par value $.01 per share  ("Common
Stock"),  to  be sold  in the  Offerings, 7,360,000  shares are  initially being
offered in the  United States  and Canada by  the U.S.  Underwriters (the  "U.S.
Offering")  and 1,840,000 shares are initially  being offered outside the United
States and Canada by the  International Managers (the "International  Offering,"
and together with the U.S. Offering, the "Offerings").

Common Stock offered by the Company hereby..........  9,200,000 shares
Common Stock to be outstanding after the Offerings
(1)................................................  41,882,000 shares
Use of proceeds.....................................  The  estimated  net  proceeds  to the
Company of  $188.0  million  will  be
used  to  repay  the  S  Distribution
Notes (as defined herein)  (estimated
to have an aggregate principal amount
between  $180.0  million  and  $190.0
million). Any remaining net  proceeds
will be used to repay outstanding ad-
vances  under the Company's revolving
credit facility.
Listing.............................................  The Common  Stock has  been  approved
for  listing  on the  New  York Stock
Exchange ("NYSE")  under  the  symbol
"GES,"  subject to official notice of
issuance.

- ------------------------

(1)  Excludes approximately  5,000,000  shares  of  Common  Stock  reserved  for
issuance  pursuant to awards under the Company's 1996 Equity Incentive Plan
(the "1996 Equity Plan") and 1996 Non-Employee Directors' Stock Option Plan
(the "Directors' Plan"), including options to purchase 1,207,405 shares  of
Common  Stock to  be granted  immediately prior  to the  Offerings. Of such
options, 1,137,598  will have  an exercise  price per  share equal  to  the
initial  public offering price of the Common  Stock and 69,807 will have an
exercise price  of  $21.49  per  share. The  Company  does  not  anticipate
recording  compensation expense relating to the  grant of any such options.
See "Management -- Employment Agreements," "-- 1996 Equity Incentive  Plan"
and "-- 1996 Non-Employee Directors' Stock Option Plan."

------------------------------

GUESS-Registered   Trademark-,  GUESS?-Registered   Trademark-,  GUESS?  AND
TRIANGLE DESIGN-Registered Trademark-, BABY GUESS-TM-, GUESS
KIDS-Registered Trademark-, GUESS WATCHES-TM-, GUESS JEANS-TM-, GUESS U.S.A.-TM-
and GUESS COLLECTION-TM- are included among the Company's trademarks.

5

SUMMARY FINANCIAL DATA

SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31,               ------------------
------------------------------------------------  JULY 2,   JUNE 30,
1991      1992      1993      1994      1995      1995      1996
--------  --------  --------  --------  --------  --------  --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF EARNINGS DATA:
Net revenue (1)........................................  $450,531  $512,766  $520,224  $547,812  $486,733  $229,652  $257,406
Earnings from operations...............................   104,469   109,973   114,464   117,807    82,928    42,375    43,905(2)
Earnings before income taxes...........................   102,527   111,224   105,281   101,181    66,814    34,269    36,467
Net earnings...........................................    99,832   108,368   103,471    97,641    63,919    32,994    34,869
SUPPLEMENTAL STATEMENT OF EARNINGS DATA (3):
Earnings before income taxes...........................   102,527   111,224   105,281   101,181    66,814    34,269    36,467(2)
Income taxes...........................................    41,011    44,490    42,112    40,472    26,726    13,708    14,477
--------  --------  --------  --------  --------  --------  --------
Net earnings...........................................  $ 61,516  $ 66,734  $ 63,169  $ 60,709  $ 40,088  $ 20,561  $ 21,990
--------  --------  --------  --------  --------  --------  --------
--------  --------  --------  --------  --------  --------  --------
Net earnings per share (4).............................                                          $   1.00            $    .55
Weighted average common shares outstanding (4).........                                            40,026              39,811

PRO FORMA STATEMENT OF EARNINGS DATA (5):
Earnings from operations.......................................................................  $ 87,985  $ 45,817  $47,271
Earnings before income taxes...................................................................    72,145    37,912   39,993
Income taxes...................................................................................    28,858    15,165   15,877
--------  --------  --------
Net earnings...................................................................................  $ 43,287  $ 22,747  $24,116
--------  --------  --------
--------  --------  --------
Net earnings per share (4).....................................................................  $   1.08            $   .61
Weighted average common shares outstanding (4).................................................    40,026             39,811

AS OF JUNE 30, 1996
----------------------
AS
ADJUSTED
ACTUAL        (6)
---------  -----------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital.......................................................................  $  84,415   $  88,078
Total assets..........................................................................    229,735     237,179
Notes payable and long-term debt......................................................    152,768     141,668
Net stockholders' equity..............................................................      6,324      24,868

- ----------------------------------

(1) Includes net revenue from (i) sales to discontinued wholesale accounts  that
the  Company determined  did not meet  its merchandising  standards of $42.3
million, $51.1 million, $32.9 million and $3.8 million for 1992, 1993,  1994
and  1995, respectively,  and $3.5 million  and $407,000 for  the six months
ended July 2, 1995 and June 30, 1996, respectively, and (ii) wholesale sales
of discontinued product lines of $82.6 million, $31.7 million, $5.3  million
and  $1.7  million for  1992, 1993,  1994 and  1995, respectively,  and $1.5
million and $345,000  for the six  months ended  July 2, 1995  and June  30,
1996,  respectively. See "Management's Discussion  and Analysis of Financial
Condition and Results of Operations -- General."

(2) Includes non-recurring charges related to the write down of operating assets
to be disposed of  in contemplation of the  Offerings of $3.6 million  ($3.4
million  (historical) and  $2.2 million (supplemental  and pro  forma) on an
after-tax  basis,  respectively)  in  the  aggregate  (the   "Reorganization
Charge")  relating to (i) disposal of  two currently active remote warehouse
and production  facilities,  which  are  not expected  to  be  used  in  the
Company's  operations after the  Offerings, resulting in a  net book loss of
$2.4 million, and (ii)  the net book  loss of $1.2  million incurred by  the
Company  in  connection  with  the  sale  of  one  of  its  aircraft  to  an
unaffiliated third party for $6.0 million in contemplation of the Offerings.
The effects  of the  Reorganization Charge  have not  been given  pro  forma
effect  for any of  the periods presented.  See "Management's Discussion and
Analysis of  Financial Condition  and Results  of Operations  -- Six  Months
Ended June 30, 1996 Compared to Six Months Ended July 2, 1995."

(3)  Reflects adjustments for Federal  and state income taxes  as if the Company
had been taxed as a C corporation rather than an S corporation.

(4) Reflects  32,682,000  shares  of  Common  Stock  outstanding  prior  to  the
Offerings  and the  assumed issuance  of 7,344,000  and 7,129,000  shares of
Common Stock at an assumed initial public offering price of $22.00 per share
to generate  sufficient  cash to  pay  the S  Corporation  Distribution  (as
defined  herein) in an amount equal to  retained earnings as of December 31,
1995 and June 30, 1996, respectively.

(5) Pro  forma operating  results reflect  adjustments to  historical  operating
results  for  (i)  the  elimination  of salaries  and  bonuses  paid  to the
Principal Executive Officers in excess of  an aggregate of $4.9 million  per
year,  or $1.2  million per  quarter (the  estimated aggregate  salaries and
bonuses  to  be  paid  to  the  Principal  Executive  Officers  under  their
respective employment agreements following the Offerings), (ii) the decrease
in  depreciation and operating costs of  $2.6 million, $1.3 million and $1.2
million for the year ended December 31,  1995 and the six months ended  July
2,  1995 and June 30, 1996,  respectively, associated with an aircraft owned
by the Company, which aircraft was  sold in contemplation of the  Offerings,
(iii)  the elimination  of the  minority interest  in GEBV  and Guess Italia
through the merger of  Marciano International (as  defined herein) with  and
into  the Company in connection with the Reorganization (as defined herein),
resulting in  the  inclusion  in  net earnings  of  $274,000,  $201,000  and
$160,000  for the year ended December 31, 1995 and the six months ended July
2, 1995 and June 30, 1996,  respectively, which amounts had previously  been
recorded  as minority interest,  and (iv) adjustments  for Federal and state
income taxes as if the Company had been taxed as a C corporation rather than
an S  corporation. See  "Company  History, the  Reorganization and  Prior  S
Corporation   Status"  and   "Management  --   Employment  Agreements."  For
additional pro forma statement of earnings data for 1993, 1994 and 1995  and
for  the six months ended July 2,  1995 and June 30, 1996, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(6) The as adjusted amount includes $176.9 million of S Distribution Notes which
represent the undistributed S corporation taxable earnings at June 30,  1996
that would have been distributed had the Company's S corporation status been
terminated  at such date and reflects the  sale of shares of Common Stock by
the Company hereby at  the assumed initial public  offering price of  $22.00
per  share and  the application of  the estimated net  proceeds therefrom to
repay indebtedness  of  the  Company, including  indebtedness  under  the  S
Distribution  Notes.  No adjustment  has  been made  to  give effect  to the
Company's earned and  undistributed taxable S  corporation earnings for  the
period from July 1, 1996 through the S Termination Date (as defined herein),
which will be distributed as part of the S Corporation Distribution. Between
July  1,  1996  and the  S  Termination  Date, the  Company  anticipates the
increase in  the  S Distribution  Notes  to be  between  approximately  $3.1
million  and $13.1 million. See "Use  of Proceeds" and "Company History, the
Reorganization and Prior S Corporation Status."

6

RISK FACTORS

PROSPECTIVE  PURCHASERS OF THE  COMMON STOCK OFFERED  HEREBY SHOULD CONSIDER
CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS OTHER INFORMATION SET FORTH IN
THIS  PROSPECTUS,  IN  EVALUATING  AN  INVESTMENT  IN  THE  COMMON  STOCK.  THIS
PROSPECTUS   CONTAINS  FORWARD-LOOKING   STATEMENTS  WHICH   INVOLVE  RISKS  AND
UNCERTAINTIES. THE COMPANY'S  ACTUAL RESULTS  AND THE TIMING  OF CERTAIN  EVENTS
COULD   DIFFER  MATERIALLY  FROM  THOSE   ANTICIPATED  BY  SUCH  FORWARD-LOOKING
STATEMENTS AS  A  RESULT  OF  CERTAIN  FACTORS  DISCUSSED  IN  THIS  PROSPECTUS,
INCLUDING  THE  FACTORS  SET FORTH  BELOW  AND IN  "MANAGEMENT'S  DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF  OPERATIONS" AND "BUSINESS,"  AS
WELL AS THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS.

COMPETITION AND OTHER FACTORS AFFECTING THE APPAREL AND RETAILING INDUSTRIES

The  apparel  industry  is  highly competitive,  fragmented  and  subject to
rapidly changing consumer demands and preferences. The Company believes that its
success depends in large part upon its ability to anticipate, gauge and  respond
to  changing consumer demands and fashion trends in a timely manner and upon the
continued appeal to  consumers of  the Guess image.  Failure by  the Company  to
identify  and  respond appropriately  to changing  consumer demands  and fashion
trends could adversely affect consumer acceptance of Guess products and may have
a material adverse effect  on the Company's financial  condition and results  of
operations.  Guess competes with numerous apparel manufacturers and distributors
(including Calvin  Klein,  Ralph  Lauren, DKNY,  Tommy  Hilfiger  and  Nautica).
Moreover,  several well-known designers have  recently entered or re-entered the
designer denim market with  products generally priced  lower than the  Company's
designer   jeans  products.  Guess's  retail  and  factory  outlet  stores  face
competition  from  other   retailers.  Additionally,   the  Company   encounters
substantial  competition from department stores, including some of the Company's
major retail customers. Many of the Company's competitors have greater financial
resources than  Guess.  The  Company's licensed  apparel  and  accessories  also
compete  with a substantial number of  designer and non-designer lines. Although
the level and nature of competition  differ among its product categories,  Guess
believes  that it competes primarily on the basis of its brand image, quality of
design and workmanship and product assortment. Increased competition by existing
and future competitors could  result in reductions in  sales or prices of  Guess
products  that could have  a material adverse effect  on the Company's financial
condition  and  results  of  operations.  In  addition,  the  apparel   industry
historically  has  been  subject  to  substantial  cyclical  variations,  and  a
recession in  the general  economy or  uncertainties regarding  future  economic
prospects  that affect  consumer spending habits  could have  a material adverse
effect on the Company's financial condition and results of operations.

DEPENDENCE UPON CERTAIN CUSTOMERS AND LICENSEES

The  Company's  department  store  customers  include  major  United  States
retailers.  The Company's  three largest  customers accounted  for approximately
26.0% of net revenue in 1995. During 1995, Bloomingdale's, Macy's and affiliated
stores owned by Federated Department Stores together accounted for approximately
11.0% of the Company's net revenue; The May Company accounted for  approximately
7.7%   of  the  Company's  net  revenue;  and  Dillard's  stores  accounted  for
approximately 7.3%  of  the  Company's  net revenue.  Although  several  of  the
Company's department store customers are under common ownership, no other single
customer  or group  of related  customers accounted  for more  than 3.0%  of the
Company's net revenue in this period. While the Company believes that purchasing
decisions in many cases  are made independently by  each department store  chain
under  common ownership,  the trend  may be  toward more  centralized purchasing
decisions. A decision by the controlling  owner of a group of department  stores
or  any other  significant customer  to decrease  the amount  purchased from the
Company or to cease carrying Guess products could have a material adverse effect
on the  Company's financial  condition  and results  of operations.  The  retail
industry has periodically experienced consolidation and other ownership changes.
In  the  future,  the  Company's wholesale  customers  may  consolidate, undergo
restructurings or reorganizations, or realign  these affiliations, any of  which
could  decrease the number of stores that  carry the Company's or its licensees'
products or increase  the ownership  concentration within  the retail  industry.
Approximately 48.1% of the Company's net royalties was derived from its top four
licensed  product lines, GUESS WATCHES (18.9% of 1995 net royalties), BABY GUESS
(12.3%), GUESS KIDS (9.2%)  and GUESS EYEWEAR (7.7%).  The BABY GUESS and  GUESS
KIDS  lines are licensed to  the same entity. A  substantial portion of sales of
GUESS brand  products by  its licensees  are also  made to  the Company's  three
largest    customers.    The    inability   of    the    Company    to   control

7

the quality, focus, image or distribution of its licensed products could  impact
consumer  receptivity  to  the  Company's  products  generally  and,  therefore,
adversely affect the Company's financial condition and results of operations.

RISKS ASSOCIATED WITH ACHIEVING AND MANAGING GROWTH

To manage  growth  effectively,  Guess  will  be  required  to  continue  to
implement  changes in  certain aspects of  its business, continue  to expand its
information systems and operations to  respond to increased demand, attract  and
retain qualified personnel (including management), and develop, train and manage
an  increasing  number  of  management-level  and  other  employees.  Failure to
continue  to  enhance  operating  control  systems  or  unexpected  difficulties
encountered  during  expansion could  adversely  affect the  Company's financial
condition and results of operations.

As part of its operating strategy,  Guess intends to continue to expand  its
network  of retail stores.  Factors beyond the Company's  control may affect the
Company's ability to expand, including general economic and business  conditions
affecting  consumer spending. The  actual number and  type of such  stores to be
opened  and  their  success  will  depend  on  various  factors,  including  the
performance  of the Company's wholesale and retail operations, the acceptance by
consumers of the Company's retail concepts, the ability of the Company to manage
such expansion  and hire  and  train personnel,  the availability  of  desirable
locations  and  the negotiation  of acceptable  lease  terms for  new locations.
Certain of these factors are also beyond the Company's control.

In addition,  Guess's strategy  relies  heavily upon  its ability  to  align
itself  with  effective  distributors and  licensees  that are  able  to deliver
high-quality products consistent with the GUESS brand image in a timely  fashion
and  to successfully integrate  such distributors and  licensees into its global
distribution channels. A general failure by the Company to maintain and  control
its  existing distribution and  licensing arrangements or  to procure additional
distribution and licensing  relationships could adversely  affect the  Company's
growth  strategy, which could adversely affect the Company's financial condition
and results of operations.

The Company's strategic plan for its  wholesale division depends in part  on
its  ability  to  expand its  sales  to international  distributors,  deepen its
product offerings and expand and upgrade its shop-in-shop program. This strategy
is subject to a number of factors beyond the Company's control including general
economic conditions and  changing consumer preferences.  Between 1992 and  1995,
net  revenue from wholesale operations decreased  32%. There can be no assurance
that the Company's business strategy will be successful in halting or  reversing
this decline in net revenue.

DEPENDENCE UPON KEY PERSONNEL

The  success of  Guess is  largely dependent  upon the  personal efforts and
abilities of its senior management, particularly Mr. Maurice Marciano,  Chairman
of the Board and Chief Executive Officer, Mr. Paul Marciano, President and Chief
Operating  Officer, and Mr. Armand Marciano, Senior Executive Vice President and
Secretary. Effective  upon  consummation of  the  Offerings, Maurice,  Paul  and
Armand  Marciano will continue to beneficially own  an aggregate of 78.0% of the
Company's  outstanding  Common  Stock  and  each  will  enter  into   employment
agreements with the Company. Although the Company has recently recruited several
key  executives with  substantial industry expertise,  the extended  loss of the
services of  one  or more  of  the Principal  Executive  Officers could  have  a
material  adverse  effect  on the  Company's  operations. The  Company  does not
currently have "key man" insurance with respect to any of such individuals.  See
"Management -- Employment Agreements."

FOREIGN OPERATIONS AND SOURCING; IMPORT RESTRICTIONS

During  1995, approximately 18% of the Company's purchases of raw materials,
labor and finished goods for its apparel were made in Hong Kong and other  Asian
countries;  approximately 4%  were made  in Europe;  approximately 1%  were made
elsewhere outside the United  States; and the  balance of 77%  were made in  the
United  States, all through arrangements with independent contractors. In recent
years, Guess has been increasing its  sourcing of fabrics outside of the  United
States.  In addition, Guess has been  increasing its international sales and, in
1995, approximately 5.0% and 1.9% of the Company's net revenue was from  product
sales  to  customers in  international markets  and from  net royalties  paid by
international

8

licensees, respectively. As a result,  the Company's operations may be  affected
adversely by political instability resulting in the disruption of trade with the
countries  in  which  the  Company's  contractors,  suppliers  or  customers are
located, the  imposition  of additional  regulations  relating to  imports,  the
imposition of additional duties, taxes and other charges on imports, significant
fluctuations   in  the  value  of  the  dollar  against  foreign  currencies  or
restrictions on the  transfer of funds.  The inability of  a contractor to  ship
orders  in a  timely manner could  cause the  Company to miss  the delivery date
requirements  of  its  customers  for   those  items,  which  could  result   in
cancellation  of orders,  refusal to accept  deliveries or a  reduction in sales
prices. Further, since Guess is unable  to return merchandise to its  suppliers,
it  could be faced with a significant  amount of unsold merchandise, which could
have a material adverse effect on the Company's financial condition and  results
of operations.

Sovereignty  over Hong Kong  is scheduled to be  transferred from the United
Kingdom to  The  People's Republic  of  China effective  July  1, 1997.  If  the
business  climate in Hong Kong were to  experience an adverse change as a result
of the  transfer, the  Company believes  it could  relocate its  production  and
sourcing  facilities  outside Hong  Kong and  replace the  merchandise currently
produced in Hong  Kong with  merchandise produced elsewhere  without a  material
adverse  effect on the  Company's financial condition  or results of operations.
Nevertheless, there can be no assurance that the Company would be able to do so.

The Company's  import  operations  are subject  to  constraints  imposed  by
bilateral  textile agreements between the United  States and a number of foreign
countries, including Hong Kong, China, Taiwan and South Korea. These agreements,
which have been negotiated bilaterally either under the framework established by
the  Arrangement  Regarding  International  Trade  in  Textiles,  known  as  the
Multifiber Agreement, or other applicable statutes, impose quotas on the amounts
and types of merchandise which may be imported into the United States from these
countries. These agreements also allow the United States to impose restraints at
any  time  and  on  very  short  notice  on  the  importation  of  categories of
merchandise that, under the terms of  the agreements, are not currently  subject
to specified limits. Imported products are also subject to United States customs
duties  which comprise  a material  portion of  the cost  of the  merchandise. A
substantial increase  in customs  duties could  have an  adverse effect  on  the
Company's  financial condition or  results of operations.  The United States and
the countries in  which the Company's  products are produced  or sold may,  from
time  to  time, impose  new quotas,  duties, tariffs  or other  restrictions, or
adversely adjust prevailing  quota, duty or  tariff levels, any  of which  could
have  a material adverse effect on  the Company's financial condition or results
of operations.

DEPENDENCE ON UNAFFILIATED MANUFACTURERS

The Company does not own or operate any manufacturing facilities other  than
cutting,  silk-screen and embroidery machinery,  and is therefore dependent upon
independent contractors  for  the manufacture  of  its products.  The  Company's
products   are  manufactured  to   its  specifications  by   both  domestic  and
international manufacturers.  The  inability  of  a  manufacturer  to  ship  the
Company's products in a timely manner or to meet the Company's quality standards
could  adversely  affect  the  Company's  ability  to  deliver  products  to its
customers in a timely manner. Delays in delivery could result in missing certain
retailing seasons with respect to some or all of the Company's products or could
otherwise have  an  adverse effect  on  the Company's  financial  condition  and
results  of operations. The  Company does not have  long-term contracts with any
manufacturers.

PROTECTION OF TRADEMARKS

Guess  believes  that  its  trademarks  and  other  proprietary  rights  are
important  to  its  success  and its  competitive  position.  Accordingly, Guess
devotes substantial  resources  to  the  establishment  and  protection  of  its
trademarks  on a worldwide  basis. Nevertheless, there can  be no assurance that
the actions taken  by the Company  to establish and  protect its trademarks  and
other  proprietary rights will be adequate  to prevent imitation of its products
by others or to prevent others from seeking to block sales of Guess products  as
violative  of the trademarks and proprietary  rights of others. No assurance can
be given that others will not assert rights in, or ownership of, trademarks  and
other  proprietary rights  of Guess.  In addition,  the laws  of certain foreign
countries do not protect proprietary rights to the same extent as do the laws of
the United States. See "Business -- Trademarks."

9

FUTURE SALES BY PRINCIPAL STOCKHOLDERS; SHARES ELIGIBLE FOR FUTURE SALE

The Common Stock offered hereby will  be freely tradeable (other than by  an
"affiliate"  of the  Company as such  term is  defined in the  Securities Act of
1933, as amended  (the "Securities  Act")) without  restriction or  registration
under  the Securities Act. Immediately after the Offerings, trusts controlled by
and for the benefit of Maurice  Marciano, Paul Marciano and Armand Marciano  and
their  families, respectively (the  "Principal Stockholders"), will beneficially
own approximately  35.4%,  28.8% and  13.8%,  respectively, of  the  outstanding
Common  Stock.  Subject  to  the restrictions  set  forth  below,  the Principal
Stockholders will  be  free to  sell  such shares  from  time to  time  to  take
advantage  of favorable market conditions or  for any other reason. Future sales
of shares of Common  Stock by the Company  and its stockholders could  adversely
affect  the prevailing market price of the Common Stock. Guess and the Principal
Stockholders have entered  into lock-up agreements  with Merrill Lynch,  Pierce,
Fenner  &  Smith  Incorporated  ("Merrill  Lynch")  and  Morgan  Stanley  &  Co.
Incorporated,  as   representatives  of   the  U.S.   Underwriters  (the   "U.S.
Representatives"), and with Merrill Lynch International and Morgan Stanley & Co.
International  Limited, as  representatives of  the International  Managers (the
"International Representatives" and, together with the U.S. Representatives, the
"Representatives"), pursuant to which the Company and the Principal Stockholders
have agreed, subject to certain exceptions, not to, directly or indirectly,  (i)
sell,  grant any  option to  purchase or  otherwise transfer  or dispose  of any
Common Stock or securities convertible  into or exchangeable or exercisable  for
Common  Stock or  file a  registration statement  under the  Securities Act with
respect to the  foregoing or  (ii) enter  into any  swap or  other agreement  or
transaction  that transfers,  in whole or  in part, the  economic consequence of
ownership of the  Common Stock,  without the  prior written  consent of  Merrill
Lynch,  for a period of  180 days after the date  of this Prospectus. After such
time, approximately 32,682,000 shares of Common Stock will be eligible for  sale
pursuant  to Rule  144 promulgated  under the  Securities Act.  In addition, the
Principal  Stockholders  have  rights  to   demand  or  participate  in   future
registrations  of  shares of  Common Stock  under the  Securities Act.  Sales of
substantial amounts of Common Stock in the public market, or the perception that
such sales may occur, could have a  material adverse effect on the market  price
of the Common Stock. See "Shares Eligible for Future Sale" and "Underwriting."

CONTROL BY PRINCIPAL STOCKHOLDERS

Following the consummation of the Offerings, the Principal Stockholders will
have  majority control of the Company and the ability to control the election of
directors and the results of other matters submitted to a vote of  stockholders.
Such  concentration  of ownership,  together with  the anti-takeover  effects of
certain provisions in the Delaware General Corporation Law and in the  Company's
Certificate  of Incorporation  and Bylaws,  may have  the effect  of delaying or
preventing a  change in  control of  the Company.  See "Description  of  Capital
Stock."  The  Board of  Directors of  the  Company is  expected to  be comprised
entirely of  designees  of  the Principal  Stockholders.  See  "Management"  and
"Principal Stockholders."

ABSENCE OF PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior  to the  Offerings, there  has been  no public  market for  the Common
Stock, and there can be no assurance that an active trading market will  develop
or  be sustained. The initial public offering  price of the Common Stock offered
hereby will be determined through negotiations among the Company, the  Principal
Stockholders  and the Representatives and may bear no relationship to the market
price for the  Common Stock after  the Offerings. Subsequent  to the  Offerings,
prices  for  the  Common Stock  will  be determined  by  the market  and  may be
influenced by a number of factors,  including depth and liquidity of the  market
for the Common Stock, investor perceptions of the Company, changes in conditions
or  trends  in  the Company's  industry  or  in the  industry  of  the Company's
significant customers, publicly traded comparable companies and general economic
and other conditions. See "Underwriting."

DILUTION

The initial public  offering price  is expected to  be substantially  higher
than  the book value per  share of Common Stock.  Investors purchasing shares of
Common Stock in  the Offerings  will therefore incur  immediate and  substantial
dilution  of $21.43 per share, based upon  the mid-point of the filing range set
forth on the cover page of this Prospectus. See "Dilution."

10

FORWARD-LOOKING STATEMENTS

When used  in  this Prospectus  and  the documents  incorporated  herein  by
reference,   the   words  "believes,"   "anticipates,"  "expects"   and  similar
expressions are intended to  identify in certain circumstances,  forward-looking
statements.  Such statements are subject to  a number of risks and uncertainties
that could  cause actual  results  to differ  materially from  those  projected,
including  the  risks  described in  this  "Risk Factors"  section.  Given these
uncertainties, prospective investors are cautioned  not to place undue  reliance
on  such statements. The  Company also undertakes no  obligation to update these
forward-looking statements.

11

COMPANY HISTORY, THE REORGANIZATION AND PRIOR S CORPORATION STATUS

Maurice, Paul  and Armand  Marciano, together  with their  brother  Georges,
began  in the apparel business  in France in 1972  and opened their first retail
apparel stores in the United States in 1978 in California. The business of GUESS
was founded in 1981  by the Marciano  brothers. The Company  was founded on  the
concept  of a  fashion jean  with the first  GUESS product  being the "three-zip
Marilyn" jean,  which was  stone-washed and  adapted to  fit the  contours of  a
woman's  body. Since  that time, the  Company's product offerings  have grown to
include full lines of men's and women's casual apparel.

Guess ?, Inc. is a Delaware corporation organized in 1993 to succeed to  the
business  of Guess ?, Inc., a  California corporation ("Guess California"), that
commenced operations  in 1981.  Guess California  was the  entity through  which
Maurice,  Paul, Armand and  Georges Marciano conducted  the Guess business until
August 1993. At that time, Guess California  was merged into Guess ?, Inc.,  and
the  Company and a trust for the benefit of Paul Marciano repurchased the shares
of Common  Stock  owned by  Georges  Marciano, who  simultaneously  resigned  as
Chairman  and  Chief Executive  Officer of  the  Company and  from its  Board of
Directors. Since the inception of  Guess California, Georges Marciano,  together
with  Maurice Marciano, had been primarily responsible for the creation of Guess
California's product.  Georges Marciano  was  primarily responsible  for  design
while  Maurice  Marciano  was  responsible for  product  development.  After the
resignation of Georges  Marciano, Maurice  Marciano became  responsible for  all
aspects  of design along with his  prior responsibilities for the development of
the Company's  strategic focus  and  expansion of  its  business and  was  named
Chairman and Chief Executive Officer. See "Management."

The purchase price for the shares of Common Stock repurchased by the Company
was  approximately $203.5 million.  The Company financed  such purchase with the
proceeds from an offering  of $130.0 million principal  amount of 9 1/2%  Senior
Subordinated  Notes  due 2003  (the "Senior  Subordinated  Notes") and  an $80.0
million short term loan (the "Bridge Loan"). The Bridge Loan was repaid in  full
in  December 1993. As of the date hereof, $105.0 million principal amount of the
Senior Subordinated Notes remains outstanding.

Since 1983, Guess has  elected to be treated  for Federal and certain  state
income  tax purposes  as an  S corporation  under Subchapter  S of  the Internal
Revenue Code of 1986, as amended (the  "Code"), and comparable state laws. As  a
result,  the earnings of the Company  (including its predecessor) for such years
have been  included in  the taxable  income of  the Company's  stockholders  for
Federal and certain state income tax purposes, and the Company has generally not
been  subject to income  tax on such  earnings, other than  California and other
state franchise taxes. Prior to the consummation of the transactions related  to
the  Offerings (the "Closing Date"), the  Company's S corporation status will be
terminated (the "S  Termination Date").  Prior to  the S  Termination Date,  the
Company will declare a distribution to its stockholders that will include all of
its  previously earned  and undistributed S  corporation earnings  through the S
Termination  Date  (the  "S   Corporation  Distribution").  The  S   Corporation
Distribution will occur prior to the S Termination Date and will be comprised of
promissory  notes bearing interest at 8% per annum (the "S Distribution Notes").
Guess estimates that such undistributed  taxable S corporation earnings will  be
between  $180.0 million and $190.0  million as of the  Closing Date, including a
gain for income tax purposes  recognized in connection with  the sale of one  of
the  Company's aircraft. See "Use  of Proceeds." On and  after the S Termination
Date,  the  Company  will  no  longer  be  treated  as  an  S  corporation  and,
accordingly,  will  be fully  subject  to Federal  and  state income  taxes. See
"Capitalization" and note 7 to the Company's consolidated financial statements.

The Company's current  primary subsidiaries include  GEBV and Guess  Italia.
Marciano  International, Inc.,  a Delaware corporation  owned by  certain of the
Principal Stockholders  ("Marciano  International"),  currently  holds  minority
interests  in  GEBV  and  Guess  Italia.  Ranche  is  currently  a  wholly-owned
subsidiary of GEBV.

Prior to the consummation of the Offerings, (i) Marciano International  will
be  merged with and  into Guess, (ii) all  of the capital  stock of Guess Italia
will be contributed to GEBV, (iii) the  Company will effect a 32.66 for 1  split
of  the Common Stock and  (iv) the S Corporation  Distribution will be effected,
whereby the  Company  will  distribute  to  the  Principal  Stockholders  the  S
Distribution  Notes. Trusts for the respective benefit of Maurice Marciano, Paul
Marciano  and  Armand   Marciano  (the  "Marciano   Trusts")  will  receive   an

12

aggregate  of $300,000 in  connection with the  merger of Marciano International
with and  into  the  Company.  All  of  such  transactions  (together  with  the
termination  of the Company's S corporation status described above) are referred
to herein as the "Reorganization."

The Company's principal executive offices are located at 1444 South  Alameda
Street,  Los  Angeles,  California  90021  and  its  telephone  number  is (213)
765-3100.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common  Stock
offered  by the Company hereby are estimated to be approximately $188.0 million,
based on  an assumed  initial public  offering price  of $22.00  per share.  The
Company  intends to immediately use such net proceeds to repay substantially all
of the S  Distribution Notes (estimated  to have an  aggregate principal  amount
between  $180.0 million and $190.0 million). The remaining net proceeds, if any,
will be used to repay outstanding advances under the Company's revolving  credit
facility.  The S Distribution Notes will bear interest at 8% and will mature one
year from the Closing Date. Pending  repayment of the S Distribution Notes,  the
Company will invest the net proceeds in short-term, interest bearing instruments
or  other investment  grade securities.  As of  June 30,  1996, there  was $43.0
million outstanding under the revolving credit facility, which bears interest at
7.0%. See "Company History, the  Reorganization and Prior S Corporation  Status"
and  "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

DIVIDEND POLICY

The  Company  anticipates   that,  after  payment   of  the  S   Corporation
Distribution to the Principal Stockholders in connection with the termination of
the  S corporation status of the Company,  all earnings will be retained for the
foreseeable future for  use in  the operations  of the  business. Purchasers  of
shares  of Common Stock in  the Offerings will not receive  any portion of the S
Corporation  Distribution.  Any  future  determination  as  to  the  payment  of
dividends will be at the discretion of the Company's Board of Directors and will
depend   upon  the   Company's  results  of   operations,  financial  condition,
contractual restrictions  and other  factors  deemed relevant  by the  Board  of
Directors.  The agreement governing the Company's revolving credit facility (the
"Credit Agreement") and the indenture pursuant to which the Senior  Subordinated
Notes  were issued  (the "Indenture") restrict  the payment of  dividends by the
Company. For certain information regarding distributions made by the Company  in
1993,  1994, 1995  and the  six months  ended June  30, 1996,  see "Management's
Discussion and  Analysis of  Financial Condition  and Results  of Operations  --
Liquidity and Capital Resources."

13

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of the
Company  as of June 30, 1996  and as adjusted as of  that date to give effect to
(i) the S Corporation Distribution as if the Company's S corporation status  had
terminated  on such date and (ii) an  estimated $7.4 million of net deferred tax
assets that would have been recorded had the Company's S corporation status been
terminated on June  30, 1996, and  as further  adjusted to reflect  the sale  of
shares  of Common Stock by  the Company in the  Offerings and the application of
the  estimated  net  proceeds  therefrom  to  repay  indebtedness  under  the  S
Distribution  Notes and  the Credit Agreement.  The information  below should be
read in conjunction with the Company's consolidated financial statements and the
related notes thereto which are included elsewhere in this Prospectus. See  "Use
of Proceeds."

AS OF JUNE 30, 1996
-------------------------------------
AS FURTHER
ACTUAL     AS ADJUSTED   ADJUSTED
-----------  -----------  -----------
(IN THOUSANDS)

Short-term debt:
Current installments of long-term debt.................................  $       983   $     983    $     983
Short-term notes payable...............................................        3,073     179,973(1)      3,073
-----------  -----------  -----------
Total short-term debt................................................  $     4,056   $ 180,956    $   4,056
-----------  -----------  -----------
-----------  -----------  -----------
Long-term debt:
Long-term debt, net of current installments............................  $    43,712   $  43,712    $  32,612
9 1/2% Senior Subordinated Notes due 2003..............................      105,000     105,000      105,000
-----------  -----------  -----------
Total long-term debt.................................................      148,712     148,712      137,612
Stockholders' equity:
Preferred Stock, par value $.01 per share; 10,000,000 shares
authorized, no shares issued and outstanding..........................      --           --           --
Common Stock, par value $.01 per share; 150,000,000 shares authorized,
52,713,000 shares issued, 32,682,000 shares outstanding actual and as
adjusted, 41,882,000 shares outstanding as further adjusted,
20,031,000 shares held in treasury (2)................................           35          35          127
Paid-in capital........................................................          181     (19,883)(3)    168,025(3)
Retained earnings (4)..................................................      156,836       7,444        7,444
Foreign currency translation adjustment................................           48          48           48
Treasury stock, 20,031,000 shares repurchased (5)......................     (150,776)   (150,776)    (150,776)
-----------  -----------  -----------
Net stockholders' equity (deficiency)................................        6,324    (163,132)      24,868
-----------  -----------  -----------
Total capitalization.................................................  $   155,036   $ (14,420)   $ 162,480
-----------  -----------  -----------
-----------  -----------  -----------

- ------------------------------

(1) The as adjusted amount includes $176.9 million of S Distribution Notes which
represent  the undistributed S corporation taxable earnings at June 30, 1996
that would have been distributed had the Company's S corporation status been
terminated on such date.

(2) Excludes  approximately  5,000,000  shares  of  Common  Stock  reserved  for
issuance  pursuant to awards  under the 1996 Equity  Plan and the Directors'
Plan, including options to purchase 1,207,405  shares of Common Stock to  be
granted  immediately prior to the Offerings. Of such options, 1,137,598 will
have an exercise price per share equal to the initial public offering  price
of  Common Stock and 69,807 will have an exercise price of $21.49 per share.
The Company does not anticipate  recording compensation expense relating  to
the  grant of any  such options. See  "Management -- Employment Agreements,"
"-- 1996 Equity Incentive Plan"  and "-- 1996 Non-Employee Directors'  Stock
Option Plan."

(3) Reflects a reduction of $20.1 million of paid-in capital for that portion of
the  S Corporation  Distribution which is  in excess  of financial statement
retained  earnings.  The  S   Corporation  Distribution  exceeds   financial
statement  retained earnings because of differences  in the basis of certain
assets and  liabilities  between  the financial  reporting  and  income  tax
presentation.

(4)  No adjustment  has been  made to  give effect  to the  Company's earned and
undistributed taxable S  corporation earnings  for the period  from July  1,
1996  through the S Termination  Date, which will be  distributed as part of
the S Corporation Distribution. Between July  1, 1996 and the S  Termination
Date, the Company anticipates the increase in the S Distribution Notes to be
between  approximately $3.1 million and $13.1 million. See "Use of Proceeds"
and "Company History, the Reorganization and Prior S Corporation Status."

(5) Represents the cost in excess of the allocable portion of retained  earnings
associated  with  the repurchase  of Common  Stock  from a  former principal
stockholder of  the  Company.  See  note 7  to  the  Company's  consolidated
financial statements.

14

DILUTION

The   net  tangible  book  value  of  the  Company  at  June  30,  1996  was
approximately $5.3 million,  or $.16  per share  of Common  Stock. After  giving
effect  to the Reorganization  and the S  Corporation Distribution as  if it had
been made  as of  June  30, 1996  and the  Company's  S corporation  status  had
terminated at such date, the pro forma net tangible book value of the Company at
June  30, 1996  would have been  approximately $(164.2) million,  or $(5.02) per
share of Common Stock. After giving effect to the sale by the Company of  shares
of  Common  Stock in  the Offerings  and  the application  of the  estimated net
proceeds therefrom to repay indebtedness under the S Distribution Notes and  the
Company's Credit Agreement, the pro forma net tangible book value of the Company
as  adjusted at June  30, 1996 would  have been approximately  $23.8 million, or
$.57 per share. See "Company History, the Reorganization and Prior S Corporation
Status" and "Use  of Proceeds."  This represents  an immediate  increase in  net
tangible  book value  of $5.59  per share to  the Principal  Stockholders and an
immediate net tangible  book value  dilution of  $21.43 per  share to  investors
purchasing  shares in  the Offerings. The  following table  illustrates this per
share dilution:

Assumed initial public offering price per share (1)...............             $   22.00

Net tangible book value at June 30, 1996......................  $     .16

Increase attributable to the establishment of deferred tax
assets.......................................................        .23

Decrease attributable to S Corporation Distribution...........      (5.41)
---------

Adjusted net tangible book value per share before the
Offerings....................................................      (5.02)

Increase attributable to new investors in the Offerings.......       5.59
---------
Net tangible book value, as further adjusted, per share after the
Offerings (2)....................................................                   .57
---------
Dilution per share to new investors...............................             $   21.43
---------
---------

- ------------------------------

(1) Before  deducting  estimated  underwriting  discounts  and  commissions  and
estimated expenses of the Offerings payable by the Company.

(2)  Excludes  approximately  5,000,000  shares  of  Common  Stock  reserved for
issuance pursuant to awards  under the 1996 Equity  Plan and the  Directors'
Plan,  including options to purchase 1,207,405  shares of Common Stock to be
granted immediately prior to the Offerings. Of such options, 1,137,590  will
have  an exercise price per share equal to the initial public offering price
of the Common Stock  and 69,807 will  have an exercise  price of $21.49  per
share.  The  Company  does  not  anticipate  recording  compensation expense
relating to the  grant of any  such options. See  "Management --  Employment
Agreements,"  "--  1996 Equity  Incentive  Plan" and  "--  1996 Non-Employee
Directors' Stock Option Plan."

15

SELECTED FINANCIAL DATA

The selected  financial data  set forth  below have  been derived  from  the
consolidated  financial statements of the Company and the related notes thereto.
The statement of earnings data for the  years ended December 31, 1993, 1994  and
1995  and the balance  sheet data as of  December 31, 1994  and 1995 are derived
from the  consolidated financial  statements  of the  Company, which  have  been
audited  by KPMG Peat Marwick LLP,  independent auditors and which are contained
elsewhere in this Prospectus. The statement of earnings data for the years ended
December 31, 1991 and 1992 and the  balance sheet data as of December 31,  1991,
1992  and 1993  are derived  from the  consolidated financial  statements of the
Company, which have been audited but are not contained herein. Financial data as
of June 30, 1996, and for the six month periods ended July 2, 1995 and June  30,
1996,  are unaudited but, in the opinion of management, include all adjustments,
consisting  only  of  normal  recurring   adjustments,  necessary  for  a   fair
presentation  of such data. The  results of operations for  the six months ended
June 30, 1996 are not necessarily indicative  of the results to be expected  for
the  entire  year.  The following  selected  financial  data should  be  read in
conjunction with the Company's consolidated financial statements and the related
notes thereto and "Management's Discussion  and Analysis of Financial  Condition
and Results of Operations," which are included elsewhere in this Prospectus.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31,                 ----------------------
-----------------------------------------------------   JULY 2,    JUNE 30,
1991       1992       1993       1994       1995       1995        1996
---------  ---------  ---------  ---------  ---------  ---------  -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF EARNINGS DATA:
Net revenue:
Product sales (1).........................  $ 436,398  $ 491,978  $ 491,444  $ 507,462  $ 440,359  $ 206,579   $ 232,111
Net royalties.............................     14,133     20,788     28,780     40,350     46,374     23,073      25,295
---------  ---------  ---------  ---------  ---------  ---------  -----------
Total net revenue.......................    450,531    512,766    520,224    547,812    486,733    229,652     257,406
Cost of sales...............................    226,238    274,920    260,409    291,989    262,142    120,809     137,113
---------  ---------  ---------  ---------  ---------  ---------  -----------
Gross profit................................    224,293    237,846    259,815    255,823    224,591    108,843     120,293
Selling, general and administrative
expenses...................................    119,824    127,873    145,351    138,016    141,663     66,468      72,829
Reorganization charge (2)...................     --         --         --         --         --         --           3,559
---------  ---------  ---------  ---------  ---------  ---------  -----------
Earnings from operations..................    104,469    109,973    114,464    117,807     82,928     42,375      43,905
Interest, net...............................     (2,108)    (1,162)   (11,735)   (16,948)   (15,957)    (7,926)     (7,291)
Non-operating income (expense)..............        166      2,413      2,552        322       (157)      (180)       (147)
---------  ---------  ---------  ---------  ---------  ---------  -----------
Earnings before income taxes..............    102,527    111,224    105,281    101,181     66,814     34,269      36,467
Income taxes................................      2,695      2,856      1,810      3,540      2,895      1,275       1,598
---------  ---------  ---------  ---------  ---------  ---------  -----------
Net earnings..............................  $  99,832  $ 108,368  $ 103,471  $  97,641  $  63,919  $  32,994   $  34,869
---------  ---------  ---------  ---------  ---------  ---------  -----------
---------  ---------  ---------  ---------  ---------  ---------  -----------
SUPPLEMENTAL STATEMENT OF EARNINGS DATA (3):
Earnings before income taxes................  $ 102,527  $ 111,224  $ 105,281  $ 101,181  $  66,814  $  34,269   $  36,467
Income taxes................................     41,011     44,490     42,112     40,472     26,726     13,708      14,477
---------  ---------  ---------  ---------  ---------  ---------  -----------
Net earnings................................  $  61,516  $  66,734  $  63,169  $  60,709  $  40,088  $  20,561   $  21,990
---------  ---------  ---------  ---------  ---------  ---------  -----------
---------  ---------  ---------  ---------  ---------  ---------  -----------
Net earnings per share (4)..................                                              $    1.00              $     .55
Weighted average common shares outstanding
(4)........................................                                                 40,026                 39,811

AS OF JUNE 30, 1996
AS OF DECEMBER 31,                      -----------------------
----------------------------------------------------------                  AS
1991        1992        1993        1994        1995       ACTUAL    ADJUSTED (5)
----------  ----------  ----------  ----------  ----------  ----------  -----------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital........................  $   91,635  $  114,732  $   74,094  $   83,127  $   57,572  $   84,415   $  88,078
Total assets...........................     214,346     226,824     181,017     207,696     202,635     229,735     237,179
Notes payable and long-term debt.......      21,461       8,548     189,414     156,495     123,335     152,768     141,668
Net stockholders' equity
(deficiency)..........................     149,022     167,390     (50,284)        373      10,997       6,324      24,868

(FOOTNOTES ON THE FOLLOWING PAGE)

16

(CONTINUED FROM PRIOR PAGE)

(1)  Includes net revenue from (i) sales to discontinued wholesale accounts that
the Company determined  did not  meet its merchandising  standards of  $42.3
million,  $51.1 million, $32.9 million and $3.8 million for 1992, 1993, 1994
and 1995, respectively,  and $3.5 million  and $407,000 for  the six  months
ended July 2, 1995 and June 30, 1996, respectively, and (ii) wholesale sales
of  discontinued product lines of $82.6 million, $31.7 million, $5.3 million
and $1.7  million for  1992, 1993,  1994 and  1995, respectively,  and  $1.5
million  and $345,000  for the six  months ended  July 2, 1995  and June 30,
1996, respectively. See "Management's  Discussion and Analysis of  Financial
Condition and Results of Operations -- General."

(2)  In contemplation of the Offerings,  the Company recorded the Reorganization
Charge for  certain  non-recurring  charges  related  to  the  writedown  of
operating  assets to be  disposed of in  the six months  ended June 30, 1996
aggregating  $3.6  million  ($3.4  million  (historical)  and  $2.2  million
(supplemental  and pro forma) on an  after tax basis, respectively) relating
to (i)  disposal of  two currently  active remote  warehouse and  production
facilities  which are  not expected to  be used in  the Company's operations
after the Offerings, resulting in a net book loss of $2.4 million, and  (ii)
the net book loss of $1.2 million incurred by the Company in connection with
the  sale of  one of its  aircraft to  an unaffiliated third  party for $6.0
million. The effects of  the Reorganization Charge have  not been given  pro
forma  effect for any of the periods presented. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Six  Months
Ended June 30, 1996 Compared to Six Months Ended July 2, 1995."

(3)  Reflects adjustments for Federal  and state income taxes  as if the Company
had been taxed as a C corporation rather than an S corporation.

(4) Reflects  32,682,000  shares  of  Common  Stock  outstanding  prior  to  the
Offerings  and the  assumed issuance  of 7,344,000  and 7,129,000  shares of
Common Stock at an assumed initial public offering price of $22.00 per share
to generate sufficient  cash to  pay the  S Corporation  Distribution in  an
amount equal to retained earnings as of December 31, 1995 and June 30, 1996,
respectively.

(5) The as adjusted amount includes $176.9 million of S Distribution Notes which
represents the undistributed S corporation taxable earnings at June 30, 1996
that would have been distributed had the Company's S corporation status been
terminated  at such date, and reflects the sale of shares of Common Stock by
the Company hereby at  the assumed initial public  offering price of  $22.00
per  share and  the application of  the estimated net  proceeds therefrom to
repay indebtedness  of  the  Company, including  indebtedness  under  the  S
Distribution  Notes.  No adjustment  has  been made  to  give effect  to the
Company's earned and  undistributed taxable S  corporation earnings for  the
period  from July  1, 1996  through the  S Termination  Date, which  will be
distributed as part of the S Corporation Distribution. Between July 1,  1996
and  the S Termination Date,  the Company anticipates the  increase in the S
Distribution Notes  to  be  between approximately  $3.1  million  and  $13.1
million.  See "Use of Proceeds" and "Company History, the Reorganization and
Prior S Corporation Status."

17

SELECTED PRO FORMA FINANCIAL DATA

The selected  pro forma  statement  of earnings  data  set forth  below  are
presented  for informational purposes only and may not necessarily be indicative
of the results of operations  of the Company as they  may be in the future.  The
following  selected pro forma financial data  should be read in conjunction with
the Company's consolidated  financial statements and  the related notes  thereto
and  "Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are included elsewhere in this Prospectus.

Amounts reflect pro  forma adjustments to  historical operating results  for
(a)  the  elimination  of  salaries  and bonuses  paid  to  the  three Principal
Executive Officers in excess of an aggregate  of $4.9 million per year, or  $1.2
million  per quarter (the estimated aggregate salaries and bonuses to be paid to
the Principal Executive  Officers under their  respective employment  agreements
following  the Offerings), (b) the decrease  in depreciation and operating costs
of $2.6 million, $1.3 million and $1.2  million for the year ended December  31,
1995  and the  six months ended  July 2,  1995 and June  30, 1996, respectively,
associated with an  aircraft owned by  the Company, which  aircraft was sold  in
contemplation  of the Offerings, (c) the elimination of the minority interest in
GEBV and Guess Italia through the merger of Marciano International with and into
the Company in connection with the Reorganization, resulting in the inclusion in
net earnings of $274,000, $201,000 and $160,000 for the year ended December  31,
1995  and the  six months ended  July 2,  1995 and June  30, 1996, respectively,
which amounts  had  previously  been  recorded  as  minority  interest  and  (d)
adjustments  for Federal and state income taxes as if the Company had been taxed
as a  C corporation  rather than  an S  corporation. See  "Company History,  the
Reorganization  and Prior  S Corporation  Status" and  "Management -- Employment
Agreements." For additional pro forma statement of earnings data for 1993,  1994
and  1995 and  for the  six months  ended July  2, 1995  and June  30, 1996, see
"Management's Discussion  and Analysis  of Financial  Condition and  Results  of
Operations."

SIX MONTHS ENDED
--------------------------
YEAR ENDED        JULY 2,
DECEMBER 31, 1995     1995      JUNE 30, 1996
-----------------  -----------  -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA STATEMENT OF EARNINGS DATA:
Net revenue:
Product sales...............................................................     $   440,359      $ 206,579    $   232,111
Net royalties...............................................................          46,374         23,073         25,295
--------     -----------  -------------
Total net revenue.........................................................         486,733        229,652        257,406
Cost of sales.................................................................         262,142        120,809        137,113
--------     -----------  -------------
Gross profit..................................................................         224,591        108,843        120,293
Selling, general and administrative expenses..................................         136,606         63,026         69,463
Reorganization charge.........................................................         --              --              3,559
--------     -----------  -------------
Earnings from operations....................................................          87,985         45,817         47,271
Interest expense, net.........................................................         (15,957)        (7,926)        (7,291)
Non-operating income, net.....................................................             117             21             13
--------     -----------  -------------
Earnings before income taxes................................................          72,145         37,912         39,993
Income taxes..................................................................          28,858         15,165         15,877
--------     -----------  -------------
Net earnings................................................................     $    43,287      $  22,747    $    24,116
--------     -----------  -------------
--------     -----------  -------------
Net earnings per share (1)....................................................     $      1.08                   $       .61
Weighted average common shares outstanding (1)................................          40,026                        39,811

- ------------------------

(1)  Amounts reflect 32,682,000 shares of  Common Stock outstanding prior to the
Offerings and  the assumed  issuance of  7,344,000 and  7,129,000 shares  of
Common Stock at an assumed initial public offering price of $22.00 per share
to  generate sufficient  cash to  pay the  S Corporation  Distribution in an
amount equal to retained earnings as of December 31, 1995 and June 30, 1996,
respectively.

18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
"Selected  Financial  Data"  and "Selected  Pro  Forma Financial  Data"  and the
Company's consolidated financial statements and the related notes thereto, which
are included elsewhere in this Prospectus.

GENERAL

The Company derives its revenue and net earnings from the worldwide sale  of
GUESS  brand products  through its  wholesale, retail  and licensing operations.
Since its  inception in  1982, the  Company's net  revenue has  grown to  $486.7
million in 1995. The Company has been profitable in every year of its operations
and  in 1995  generated pro  forma net earnings  (as described  herein) of $43.3
million.

The Company derives its net revenue from the sale of Guess men's and women's
apparel to wholesale  customers and distributors,  the sale of  Guess men's  and
women's  apparel and  its licensees' products  through the  Company's network of
retail and factory outlet  stores and net  royalties from licensing  activities.
The  following  table sets  forth the  net  revenue of  the Company  through its
channels of distribution.

YEAR ENDED DECEMBER 31,                         SIX MONTHS ENDED,
----------------------------------------------------  ----------------------------------
1993              1994              1995          JULY 2, 1995     JUNE 30, 1996
----------------  ----------------  ----------------  ----------------  ----------------
(IN THOUSANDS)

Net revenue:
Wholesale operations........  $348,879   67.1%  $358,125   65.4%  $270,931   55.7%  $142,427   62.0%  $144,782   56.3%
Retail operations...........   142,565   27.4    149,337   27.2    169,428   34.8     64,152   27.9     87,329   33.9
--------  ------  --------  ------  --------  ------  --------  ------  --------  ------
Net revenue from product
sales....................   491,444   94.5    507,462   92.6    440,359   90.5    206,579   89.9    232,111   90.2
Net royalties...............    28,780    5.5     40,350    7.4     46,374    9.5     23,073   10.1     25,295    9.8
--------  ------  --------  ------  --------  ------  --------  ------  --------  ------
Total net revenue.........  $520,224  100.0%  $547,812  100.0%  $486,733  100.0%  $229,652  100.0%  $257,406  100.0%
--------  ------  --------  ------  --------  ------  --------  ------  --------  ------
--------  ------  --------  ------  --------  ------  --------  ------  --------  ------

WHOLESALE OPERATIONS

The Company, through its wholesale operations, designs, sources, markets and
distributes its men's and  women's apparel lines to  wholesale customers in  the
United  States and  Italy, to  international distributors  and to  the Company's
network of retail and  factory outlet stores.  Wholesale operations include  the
Company's  U.S.  operations,  Guess  Europe and  Guess  Asia.  Guess  Europe was
established in 1993 to provide a platform for increased international growth and
to better service  the Company's distributors  and international licensees,  and
consists  of a  design studio,  sales office,  sourcing office  and warehouse in
Florence and a showroom in Milan. Ranche, which is a wholly owned subsidiary  of
the  Company, consists of a sales office and sourcing office for the Company and
a merchandising support operation for the Company's distributors and  licensees.
In addition, GEBV is a 50% joint venture partner in a sourcing agency located in
Hong Kong.

Since  its inception,  net revenue  from the  Company's wholesale operations
grew to  $396.9  million  in 1992.  Between  1992  and 1995,  net  revenue  from
wholesale  operations decreased  32%, which,  to a  large extent,  resulted from
strategic business decisions  implemented beginning  in late  1992, including  a
renewed  focus within the Company's wholesale operations on the sale of its core
men's and women's product  lines. As a result,  the Company converted the  boys'
product  line, the majority  of the girls'  product line and  women's knits into
licensing arrangements, which became effective at various times throughout 1993.
Net revenue from wholesale operations attributable to these discontinued product
lines was $82.6 million, $31.7 million, $5.3 million and $1.7 million for  1992,
1993,  1994 and 1995, respectively. Net sales  by such licensees, as reported to
the Company,  aggregated $75.6  million, $109.6  million and  $99.5 million  for
1993,  1994 and  1995, respectively. See  Note 12 to  the Company's consolidated
financial statements.

Beginning in late 1993, the Company  made the strategic decision to  curtail
distribution  of  its  products  to  certain accounts  which  did  not  meet the
Company's merchandising  standards  in order  to  protect the  Guess  image  and
enhance  the exclusivity of  the brand. Net sales  to such discontinued accounts
represented approximately $42.3 million, $51.1  million, $32.9 million and  $3.8
million of the Company's net revenue in 1992, 1993, 1994 and 1995, respectively.
In   addition,   the  Company's   net  revenue   declined  during   this  period

19

as a result of increased competition in branded denim apparel, the then sluggish
retail environment,  the  consolidation  taking  place  among  department  store
retailers  and financial  difficulties experienced  by certain  of the Company's
wholesale customers.

To address the decline in net revenue from wholesale operations, the Company
is pursuing a strategy to deepen  the Company's product offerings, increase  the
number  of shop-in-shops and increase sales to international distributors. Based
on positive consumer reaction, the  Company has introduced the GUESS  COLLECTION
to  selected better department stores  for shipment in the  Fall 1996 season. In
addition, the Company intends to broaden its men's and women's lines to  include
khaki and other twill products beginning with the 1996 holiday/resort season. In
November 1995 the Company introduced a new line of jeans under the "Bare Basics"
label,  with unique  construction and fabrications  and lower  price points than
traditional Guess  jeans.  The Company  opened  18 shop-in-shops  in  the  first
quarter of 1996. The Company intends to open a total of 75 and 100 shop-in-shops
in  1996 and 1997, respectively, and intends  to support the introduction of the
GUESS COLLECTION with a unique shop-in-shop program beginning in 1997.

RETAIL OPERATIONS

The Company's  retail operations  include  112 Company-operated  retail  and
factory outlet stores primarily located in regional shopping malls in the United
States,  including one Company-operated retail store located in Florence, Italy.
The Company's  factory  outlet  stores  serve  as  a  distribution  channel  for
discontinued  styles, slow-moving inventory,  returned goods and  seconds. As of
March 31, 1996, the domestic retail network included 64 retail stores located in
20 states  and 47  factory outlet  stores located  in 27  states. The  Company's
strategy  is to increase domestic sales  by selectively expanding its network of
retail stores, increasing the comparable store sales of its existing stores  and
closing  stores that do not meet  its financial objectives. Consistent with this
strategy, the Company has opened two retail stores in the first quarter of 1996,
and intends  to open  approximately  five additional  retail stores  during  the
remainder of 1996 and approximately 15 additional retail stores during 1997.

The Company's retail management team recently refined the Company's strategy
to improve the productivity of its retail network by establishing new models for
optimal store size, design and construction costs as well as staffing levels. In
addition,  in late 1995, the  Company began to improve  the merchandising mix in
its stores and implement sophisticated information systems to improve  inventory
control.  The  Company believes  that  the implementation  of  these initiatives
contributed to the increase  in comparable retail and  factory outlet store  net
revenue of 16.7% in the first quarter of 1996.

The  Company  monitors the  performance of  each of  its retail  and factory
outlet stores  to  ensure they  meet  minimum operating  performance  standards.
Stores  that  do not  meet these  minimum standards  or are  unprofitable become
candidates for closure. Since the beginning  of 1993, the Company has closed  16
stores,  including  ten  that were  closed  in  1995. During  1995,  the Company
recorded provisions for store closing expenses of $2.9 million and $1.0  million
during the third and fourth quarters, respectively. These provisions include the
costs  the Company will incur in connection with completing the closure of three
retail stores. The  Company does not  currently expect that  it will be  closing
additional  retail stores  during the  next 12  months. Costs  of closing stores
typically consist principally of  lease termination costs  and the write-off  of
certain leasehold improvements.

20

The  following chart sets  forth the store openings  and closing since 1993,
total average gross square footage, comparable store net revenue and net revenue
per square foot.

FIRST QUARTER
ENDED
-----------------
YEAR ENDED DECEMBER 31,      APRIL     MARCH
---------------------------     2,        31,
1993      1994      1995      1995      1996
-------   -------   -------   -------   -------

Retail stores
Beginning of period.................       39        36        53        53        63
Opened during period................        1        19        15         1         2
Closed during period................       (4)       (2)       (5)       (2)    --
-------   -------   -------   -------   -------
End of Period.......................       36        53        63        52        65
-------   -------   -------   -------   -------
-------   -------   -------   -------   -------

Factory stores
Beginning of period.................       22        43        47        47        47
Opened during period................       21         4         5         1     --
Closed during period................    --        --           (5)       (1)    --
-------   -------   -------   -------   -------
End of Period.......................       43        47        47        47        47
-------   -------   -------   -------   -------
-------   -------   -------   -------   -------

Comparable store sales increase
(decrease).............................     (4.0)%    (5.3)%    (7.4)%    (0.1)%    16.7%

Total average gross square footage
(1)....................................  341,000   425,000   543,000   507,000   593,000

Net revenue per average gross square
foot...................................  $   418   $   351   $   312   $    56   $    68

- ------------------------
(1) Average  gross  square  footage represents  the  square  footage  (including
selling, stocking and all other areas) of the Company's stores. In the event
a  store was open for less than the full period presented, the average gross
square footage was computed based on  the percentage of time such store  was
open during the period.

LICENSING OPERATIONS

Guess  has selectively  licensed the use  of its trademarks  since 1982. The
Company's strategy is to increase  net royalties from selectively licensing  the
Guess  name to producers of high-quality  products that complement its lifestyle
collection in the United States and other territories. In addition to  licensing
products  which  complement the  Company's apparel  products, Guess  has granted
licenses for the manufacture and sale  of GUESS branded products similar to  the
Company's,  including men's and  women's denim and knitwear,  in markets such as
Canada, Argentina,  Mexico,  the Philippines,  South  Korea, Brazil  and  Japan.
Licensing  both  expands  distribution  into new  territories  and  broadens the
spectrum of GUESS  brand products. Licensed  products include watches,  clothing
for infants and children, eyewear, footwear, activewear, home products and other
fashion  accessories. The Company's royalties, net of direct expenses, from such
sales and  nonrecurring fees  increased  from $28.8  million  in 1993  to  $46.4
million  in 1995. Guess has 26 licensees,  all of which are currently generating
royalties. Net royalties from the  four most significant licenses accounted  for
approximately 48.1% and 49.1% of the Company's net royalties in 1995 and the six
months of 1996, respectively.

In order to maintain its reputation for quality and style and to control the
integrity  of  the  brand  name,  the  Company's  licensing  department strictly
monitors product  design, development,  merchandising  and marketing  and  meets
regularly  with  licensees  to  ensure consistency  with  the  Company's overall
strategies, and to ensure uniformity and quality control. The Company  regularly
reviews  the financial  reports provided  by its  licensees in  order to monitor
sales trends, royalty calculations and pricing policies, among other things. All
GUESS brand products, advertising, promotional  and packaging materials must  be
approved  in advance by Guess. The Company operates centers in Los Angeles, Hong
Kong and  Milan  that assist  in  monitoring the  quality  of the  products  and
operations  of its licensees,  as well as its  distributors, in developing their
territories and products.  These centers allow  the Company to  ensure that  all
licensees and distributors comply with the strict Guess quality standards.

21

PRO FORMA RESULTS OF OPERATIONS

The  following table sets forth pro  forma operating results for the periods
indicated.  Pro  forma  operating  results  reflect  adjustments  to  historical
operating  results for (i) the  elimination of salaries and  bonuses paid to the
Principal Executive Officers in excess of an aggregate of $4.9 million per year,
or $1.2 million per quarter (the estimated aggregate salaries and bonuses to  be
paid  to  the Principal  Executive  Officers under  their  respective employment
agreements following the  Offerings), resulting  in a  decrease in  compensation
expense  of $14.0  million, $3.3  million, $2.4  million, $2.2  million and $2.1
million for 1993, 1994, 1995 and the six months ended July 2, 1995 and June  30,
1995,  (ii) the  decrease in depreciation  and operating costs  of $2.6 million,
$1.3 million and $1.2 million for the  year ended December 31, 1995 and the  six
months  ended July 2, 1995  and June 30, 1996,  respectively, associated with an
aircraft owned by the Company, which  aircraft was sold in contemplation of  the
Offerings,  (iii) the  elimination of  the minority  interest in  GEBV and Guess
Italia through the merger of Marciano International with and into the Company in
connection with the Reorganization, resulting  in the inclusion in net  earnings
of  $24,000,  $280,000,  $274,000, $201,000  and  $160,000 for  the  years ended
December 31, 1993, 1994 and 1995 and the six months ended July 2, 1995 and  June
30,  1996, respectively, which amounts had  previously been recorded as minority
interest and  (iv) adjustments  for Federal  and state  income taxes  as if  the
Company  had been  taxed as a  C corporation  rather than an  S corporation. See
"Company History,  the  Reorganization  and  Prior  S  Corporation  Status"  and
"Management -- Employment Agreements."

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31,        ----------------------
----------------------------------   JULY 2,     JUNE 30,
1993        1994        1995        1995        1996
----------  ----------  ----------  ----------  ----------
(IN THOUSANDS)

Net revenue:
Product sales......................................  $  491,444  $  507,462  $  440,359  $  206,579  $  232,111
Net royalties......................................      28,780      40,350      46,374      23,073      25,295
----------  ----------  ----------  ----------  ----------
Total net revenue..............................     520,224     547,812     486,733     229,652     257,406
Cost of sales........................................     260,409     291,989     262,142     120,809     137,113
----------  ----------  ----------  ----------  ----------
Gross profit.........................................     259,815     255,823     224,591     108,843     120,293
Selling, general and administrative expenses.........     127,971     131,711     136,606      63,026      69,463
Reorganization charge................................      --          --          --          --           3,559
----------  ----------  ----------  ----------  ----------
Earnings from operations...........................     131,844     124,112      87,985      45,817      47,271
Interest expense, net................................     (11,735)    (16,948)    (15,957)     (7,926)     (7,291)
Non-operating income, net............................       2,528          42         117          21          13
----------  ----------  ----------  ----------  ----------
Earnings before income taxes.......................     122,637     107,206      72,145      37,912      39,993
Pro forma income taxes...............................      49,055      42,882      28,858      15,165      15,877
----------  ----------  ----------  ----------  ----------
Pro forma net earnings.............................  $   73,582  $   64,324  $   43,287  $   22,747  $   24,116
----------  ----------  ----------  ----------  ----------
----------  ----------  ----------  ----------  ----------

22

The  following table sets forth pro  forma operating results as a percentage
of net revenue for the periods indicated.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31,      ------------------------
-------------------------------    JULY 2,     JUNE 30,
1993       1994       1995        1995         1996
---------  ---------  ---------  -----------  -----------

Net revenue:
Product sales..............................................       94.5%      92.6%      90.5%       90.0%        90.2%
Net royalties..............................................        5.5        7.4        9.5        10.0          9.8
---------  ---------  ---------       -----        -----
Total net revenue......................................      100.0      100.0      100.0       100.0        100.0
Cost of sales................................................       50.1       53.3       53.9        52.6         53.3
---------  ---------  ---------       -----        -----
Gross profit.................................................       49.9       46.7       46.1        47.4         46.7
Selling, general and administrative expenses.................       24.6       24.0       28.1        27.4         27.0
Reorganization charge........................................     --         --         --          --              1.3
---------  ---------  ---------       -----        -----
Earnings from operations...................................       25.3       22.7       18.1        20.0         18.4
Interest expense, net........................................       (2.3)      (3.1)      (3.3)       (3.5)        (2.8)
Non-operating income, net....................................        0.5        0.0        0.0         0.0          0.0
---------  ---------  ---------       -----        -----
Earnings before income taxes...............................       23.5       19.6       14.8        16.5         15.6
Pro forma income taxes.......................................        9.4        7.9        5.9         6.6          6.2
---------  ---------  ---------       -----        -----
Pro forma net earnings.....................................       14.1%      11.7%       8.9%        9.9%         9.4%
---------  ---------  ---------       -----        -----
---------  ---------  ---------       -----        -----

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JULY 2, 1995

NET REVENUE.  Net revenue increased $27.7 million or 12.1% to $257.4 million
in the six  months ended June  30, 1996 from  $229.7 million in  the six  months
ended July 2, 1995. Net revenue from wholesale operations increased $2.4 million
to  $144.8  million  from $142.4  million,  due principally  to  increased sales
outside the United States of $12.1  million, partially offset by a $9.7  million
decline  in domestic  wholesale sales. The  decline in  domestic wholesale sales
resulted from a $3.1 million decline due to closing certain accounts and a  $1.2
million  decline due to the licensing out  of certain apparel lines as described
above. Net  revenue from  retail  operations increased  $23.1 million  to  $87.3
million  from $64.2 million,  primarily attributable to an  increase of 14.4% in
comparable store net revenue and from volume generated by 13 new store openings,
offset by  the closing  of five  stores. The  increase in  comparable store  net
revenue  was primarily attributable to a  more favorable merchandise mix and the
implementation of improved inventory management systems. Net royalties increased
9.6% in the six months ended June  30, 1996 to $25.3 million from $23.1  million
in  the six months ended July 2, 1995. Net revenue from international operations
comprised 11.6%  and 6.8%  of the  Company's net  revenue during  the first  six
months of 1996 and 1995, respectively.

GROSS  PROFIT.  Gross  profit increased 10.5%  to $120.3 million  in the six
months ended June 30, 1996 from $108.8  million in the six months ended July  2,
1995.  The increase  in gross profit  resulted from increased  net royalties and
increased net revenue from  product sales. Gross profit  as a percentage of  net
revenue  decreased to 46.7% in the six months ended June 30, 1996 as compared to
47.4% in the six months ended July 2,  1995 primarily as a result of the  growth
in  net revenues derived from both  international and retail operations, both of
which generally have relatively  lower gross profit  margins. Gross profit  from
product  sales increased 10.7% to $95.0 million in the six months ended June 30,
1996 from $85.8 million in the six months ended July 2, 1995.

SG&A EXPENSES.    Selling,  general  and  administrative  ("SG&A")  expenses
increased  9.6% in the six months ended June 30, 1996 to $72.8 million, or 28.3%
of net revenue, from $66.5 million, or  28.9% of net revenue, in the six  months
ended  July 2, 1995.  On a pro  forma basis, SG&A  expenses would have increased
10.2% in the six months  ended June 30, 1996 to  $69.5 million, or 27.0% of  net
revenue,  from $63.0 million, or  27.4% of net revenue,  in the six months ended
July   2,   1995.   The   increase   in   SG&A   expense   was   primarily   the

23

result  of  increased store  expenses  related to  the  expansion of  the retail
operation. The decrease in SG&A expenses as a percentage of net revenue was  the
result  of fixed expenses  being spread over  a larger revenue  base in the 1996
period.

REORGANIZATION CHARGE.   In  anticipation of  the Offerings,  in the  second
quarter  of 1996 the Company recorded reserves for certain non-recurring charges
related to the  writedowns of operating  assets to be  disposed of $3.6  million
for:  (i)  disposal  of two  currently  active remote  warehouse  and production
facilities not  expected  to be  used  in  the Company's  operations  after  the
Offerings,  resulting in a net book loss of  $2.4 million, and (ii) the net book
loss of $1.2 million incurred by the Company in connection with the sale of  one
of  its aircraft.  The above charges  are based upon  the net book  value of the
related assets  as  of  June 30,  1996.  The  Company intends  to  relocate  the
warehouse  and production  operations located  at the  remote facilities  to its
central facility in Los  Angeles in an effort  to centralize its operations  and
improve operating efficiencies.

EARNINGS   FROM  OPERATIONS.    Earnings   from  operations,  including  the
reorganization charge described above, increased 3.6% to $43.9 million, or 17.1%
of net revenue in  the six months  ended June 30, 1996,  from $42.4 million,  or
18.5%  of net  revenue, in the  six months  ended July 2,  1995. On  a pro forma
basis, earnings from  operations would  have increased  3.2% in  the six  months
ended  June  30, 1996  to $47.3  million, or  18.3% of  net revenue,  from $45.8
million, or 20.0% of  net revenue, in  the six months ended  July 2, 1995.  This
increase resulted primarily from the increase in net revenue.

INTEREST  EXPENSE, NET.  Net interest expense decreased 8.0% to $7.3 million
in the six months ended June 30, 1996 from $7.9 million in the six months  ended
July  2, 1995. This decrease resulted primarily from lower outstanding debt. For
the first six months of 1996, the average debt balance was $149.3 million,  with
an  average effective interest rate  of 9.3%. For the  first six months of 1995,
the average debt balance was $164.8 million, with an average effective  interest
rate of 9.4%.

INCOME  TAXES.   For  Federal  and certain  state  income tax  purposes, the
Company has  elected  to  be treated  as  an  S corporation  and  therefore  has
generally  not been subject to income tax  on its earnings. The Company's income
taxes, which represent state income taxes  and foreign taxes, were $1.6  million
and  $1.3  million in  the six  months ended  June  30, 1996  and July  2, 1995,
respectively. The Company's  S corporation  status will terminate  prior to  the
consummation  of the Offerings and, therefore, the Company will be fully subject
to Federal, state and foreign income taxes.  On a pro forma basis, income  taxes
would have been $15.9 million and $15.2 million in the six months ended June 30,
1996 and July 2, 1995, respectively.

NET EARNINGS.  Net earnings increased 5.7% to $34.9 million, or 13.5% of net
revenue,  in the six months ended June 30, 1996, from $33.0 million, or 14.4% of
net revenue, in the  six months ended July  2, 1995. On a  pro forma basis,  net
earnings  would have increased 6.0% to $24.1 million, or 9.4% of net revenue, in
the six months ended June 30, 1996, from $22.7 million, or 9.9% of net  revenue,
in the six months ended July 2, 1995.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

NET REVENUE.  Net revenue decreased $61.1 million or 11.1% to $486.7 million
in  1995  from $547.8  million in  1994. Net  revenue from  wholesale operations
decreased $87.2 million to $270.9 million from $358.1 million, including a $29.1
million decline due to closing certain accounts, and a $3.6 million decline  due
to  the licensing  out of  certain apparel  lines as  described above. Excluding
these items, net revenue  from wholesale operations  would have decreased  $54.5
million.  The principal reasons for the decrease were a $49.3 million decline in
domestic sales of  men's and  women's apparel and  a $15.5  million decrease  in
off-price  revenue  (which  represents  net  revenue  from  the  liquidation  of
discontinued merchandise  which  carries  lower margins),  partially  offset  by
increased sales outside the United States to international distributors of $10.3
million.  The  Company's domestic  net sales  declined during  this period  as a
result of increased competition  in branded denim  apparel, the sluggish  retail
environment, the consolidation taking place among department store retailers and
financial  difficulties  experienced  by  certain  of  the  Company's  wholesale
customers. Net revenue from retail operations increased $20.1 million to  $169.4
million  from $149.3  million. This  net increase  reflects a  37.2% increase in
Guess retail store net

24

revenue resulting from new store openings, somewhat offset by a 7.4% decline  in
comparable  store net revenue, primarily  attributable to the continued sluggish
market conditions affecting the factory  outlet stores. Net royalties  increased
14.9%  in 1995 to  $46.4 million from  $40.4 million in  1994. This increase was
attributable to the continued growth  in existing licensees' businesses as  well
as  the  addition  of  new  licensees.  Revenue  from  international  operations
(including net royalties from international  licensees) comprised 6.9% and  3.7%
of the Company's net revenue during 1995 and 1994, respectively.

GROSS  PROFIT.  Gross profit decreased 12.2%  to $224.6 million in 1995 from
$255.8 million in 1994. Gross profit as a percentage of net revenue decreased to
46.1% in 1995 from 46.7% in 1994. The decrease in gross profit was  attributable
to  a $67.1 million decrease in net revenue from product sales, partially offset
by a $6.0  million increase in  net royalties. Gross  profit from product  sales
decreased  17.3% to $178.2 million  in 1995 from $215.5  million in 1994. During
the second half of 1995,  the Company recorded a  provision of $3.9 million  for
anticipated  store  closing expenses.  Without  the $3.9  million  store closure
provision, gross margin would have been 46.9% of net revenue in 1995 as compared
with 46.7% of net revenue in 1994, respectively.

SG&A EXPENSES.  SG&A expenses increased 2.6% to $141.7 million, or 29.1%  of
net  revenue, in 1995, from $138.0 million, or 25.2% of net revenue, in 1994. On
a pro forma basis,  SG&A expenses would  have increased 3.7%  in 1995 to  $136.6
million,  or 28.0% of net revenue, from $131.7 million, or 24.0% of net revenue,
in 1994. This increase  was primarily the result  of the continued expansion  of
the  retail division, an increase in advertising expenses and increased expenses
relating to the installation  and remodeling of twice  as many shop-in-shops  as
were  installed or remodeled  in 1994. These increases  were partially offset by
reduced expenses resulting from cost  containment efforts. The increase in  SG&A
expenses  as a percentage of  net revenue was the  result of the above mentioned
advertising and shop-in-shop  expenditures being expensed  as incurred  together
with  fixed expenses being  spread over a  smaller revenue base  during the 1995
period.

EARNINGS FROM  OPERATIONS.    Earnings  from operations  decreased 29.6%  to
$82.9 million, or 17.0% of net revenue in 1995, from $117.8 million, or 21.5% of
net  revenue, in 1994. On a pro forma basis, earnings from operations would have
decreased 29.1% in 1995 to $88.0 million,  or 18.1% of net revenue, from  $124.1
million,  or 22.7% of net revenue, in 1994. This decline primarily resulted from
a decrease in net revenue, which was partially offset by higher royalty income.

INTEREST EXPENSE, NET.  Net interest expense decreased 5.9% to $16.0 million
for 1995 from $16.9 million in 1994.  This decrease resulted from lower debt  in
1995  which more than offset the effect  of higher interest rates. For 1995, the
average debt balance was $156.6 million, with an average effective interest rate
of 9.5%. For 1994, the average debt balance was $183.2 million, with an  average
effective interest rate of 8.6%.

INCOME  TAXES.  Income taxes were $2.9  million and $3.5 million in 1995 and
1994, respectively. On  a pro forma  basis, income taxes  would have been  $26.0
million and $42.9 million in 1995 and 1994, respectively.

NET  EARNINGS.  Net earnings  decreased 34.5% to $63.9  million, or 13.1% of
net revenue, in 1995, from $97.6 million, or 17.8% of net revenue, in 1994. On a
pro forma basis, net  earnings would have decreased  32.7% to $43.3 million,  or
8.9%  of net revenue, in  1995, from $64.3 million, or  11.7% of net revenue, in
1994.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

NET REVENUE.  Net revenue increased $27.6 million or 5.3% to $547.8  million
in  1994  from $520.2  million in  1993. Net  revenue from  wholesale operations
increased $9.2 million to $358.1 million from $348.9 million, including a  $26.3
million  decline  due  to  the licensing  of  certain  apparel  lines previously
produced by  the Company  and a  $18.2 million  decline due  to closing  certain
accounts.  Excluding these  items, net  revenue from  wholesale operations would
have increased $53.7 million. Net revenue from retail operations increased  $6.7
million to $149.3 million from $142.6 million. This increase was attributable to
new  store openings,  somewhat offset by  a decline  of $5.6 million  or 5.3% in
comparable store net revenue. This decline  in comparable store net revenue  was
attributable  to the  factory outlet stores,  which were affected  by the severe
East Coast weather in the early  part of 1994, product assortment changes  which
were instituted in the

25

fall  of  1993  and sluggish  factory  outlet market  conditions.  Net royalties
increased 40.2%  in 1994  to $40.4  million  from $28.8  million in  1993.  This
increase  was  attributable  to  royalties  from  new  licensees  including  the
aforementioned boys,  girls,  and  women's  knit lines,  as  well  as  increased
royalties   from  higher  net  revenue   by  existing  licensees.  Revenue  from
international operations comprised 3.7%  and 2.7% of  the Company's net  revenue
during 1994 and 1993, respectively.

GROSS  PROFIT.  Gross profit  decreased 1.5% to $255.8  million in 1994 from
$259.8 million in 1993. Gross profit as a percentage of net revenue decreased to
46.7% in 1994 from 49.9% in 1993. The decrease in gross profit was  attributable
to a $15.6 million decrease in gross profit from product sales, partially offset
by  an $11.6 million increase in net  royalties. Gross profit from product sales
decreased 6.7%  to $215.5  million in  1994 from  $231.0 million  in 1993.  This
decrease  reflects an increase in production costs due to changes in fabrication
and processing  costs, as  well as  higher occupancy  costs as  a percentage  of
revenue due to the opening of new retail stores.

SG&A  EXPENSES.  SG&A expenses decreased 5.1% to $138.0 million, or 25.2% of
net revenue, in 1994, from $145.4 million, or 27.9% of net revenue, in 1993.  On
a  pro forma basis,  SG&A expenses would  have increased 2.9%  in 1994 to $131.7
million, or 24.0% of net revenue, from $128.0 million, or 24.6% of net  revenue,
in  1993. This increase  was primarily attributable  to the opening  of a design
studio in  Florence,  Italy and  an  increase  in domestic  design  and  selling
expenses related to the additions of new stores.

EARNINGS FROM OPERATIONS.  Earnings from operations increased 2.9% to $117.8
million,  or 21.5% of net revenue in 1994,  from $114.5 million, or 22.0% of net
revenue, in 1993.  On a  pro forma basis,  earnings from  operations would  have
decreased  5.9% in 1994 to $124.1 million,  or 22.7% of net revenue, from $131.8
million, or 25.3% of net revenue, in 1993.

NON-OPERATING INCOME.    Non-operating  income was  $0.3  million  for  1994
compared to $2.6 million in 1993. The non-operating income in 1993 was primarily
a result of a lawsuit settlement.

INTEREST  EXPENSE, NET.  Net interest expense increased to $16.9 million for
1994 from  $11.7 million  in 1993.  This increase  resulted from  the full  year
effect   of  financing  transactions   entered  into  in   connection  with  the
recapitalization of the Company  in August 1993, including  the issuance of  the
Senior  Subordinated Notes and borrowing under  a revolving credit facility. For
1994, the average  debt balance was  $183.2 million, with  an average  effective
interest  rate of 8.6%.  For 1993, the  average debt balance  was $90.5 million,
with an average effective interest rate of 8.9%.

INCOME TAXES.  Income taxes were $3.5  million and $1.8 million in 1994  and
1993,  respectively. On a  pro forma basis,  income taxes would  have been $42.9
million and $49.1 million in 1994 and 1993, respectively.

NET EARNINGS.  Net earnings decreased 5.6% to $97.6 million, or 17.8% of net
revenue, in  1994,  from  $103.5 million  or  19.9%  of net  revenue,  in  1993,
primarily  due to the  increase in interest  expense. On a  pro forma basis, net
earnings would have decreased 12.6% to  $64.3 million, or 11.7% of net  revenue,
in 1994, from $73.6 million, or 14.1% of net revenue, in 1993.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has relied  primarily upon  internally generated  funds, trade
credit and bank borrowings to finance  its operations and expansion and to  make
periodic distributions to its stockholders. As of June 30, 1996, the Company had
working  capital of  $84.4 million,  compared to  $57.6 million  at December 31,
1995. The $26.8 million  increase in working capital  primarily resulted from  a
$19.5  million increase in inventories, an  $8.8 million increase in receivables
and a $3.5  million decrease  in payables, partially  offset by  a $5.4  million
increase  in  accrued liabilities.  The  increase in  inventory  and receivables
relates to seasonal  requirements and the  buildup of initial  inventory of  the
Company's  BARE BASICS  line. The  accounts receivable  reserves aggregated $8.2
million at June 30,  1996, as compared  with $8.6 million at  June 30, 1995  and
$10.8  million at December 31, 1995. The reduction in the reserves from December
31, 1995  to June  30,  1996 is  principally due  to  the seasonal  granting  of
markdowns  (which are charged  against the accounts  receivable reserves) in the
first quarter of 1996 related to product sales recorded in the fourth quarter of
1995 and is consistent with the Company's historical experience.

26

As part of  the Company's  management of  its working  capital, the  Company
performs all customer credit functions internally, including extension of credit
and  collections. The Company's bad  debt write-offs were less  than 0.5% of net
revenue for the six months ended June 30, 1996 and year ended December 31, 1995.

The Company's  Credit  Agreement provides  for  a $100.0  million  revolving
credit  facility which includes a $20.0  million sublimit for letters of credit.
As of June  30, 1996, the  Company had $43.0  million in outstanding  borrowings
under  the revolving credit  facility and outstanding letters  of credit of $8.6
million. As of June 30, 1996, the Company had $48.4 million available for future
borrowings under such  facility. The  revolving credit facility  will expire  in
December 1997. In addition to the revolving credit, the Company also has a $25.0
million  letter of credit facility.  As of June 30,  1996, the Company had $15.3
million outstanding under this facility.

Capital expenditures, net of lease incentives granted, totaled $21.7 million
for 1995 and  $18.3 million  for 1994. The  Company estimates  that its  capital
expenditures  for 1996  will be approximately  $20.0 million,  primarily for the
expansion of its retail stores and operations.

As a result of the Company's treatment  as an S corporation for Federal  and
certain  state income  tax purposes, the  Company has provided  to the Principal
Stockholders periodic distributions for the payment of income taxes, as well  as
a  return on their investment. The Company paid dividends, including amounts for
taxes, of $117.7  million, $47.0  million, $53.3  million and  $39.6 million  in
1993,  1994, 1995 and the six months ended June 30, 1996, respectively. Prior to
consummation of  the  Offerings, the  Company  will declare  the  S  Corporation
Distribution  and distribute the  S Distribution Notes,  which notes will mature
one year from the Closing  Date of the Offerings.  Prior to the consummation  of
the  Offerings,  the  Company's S  corporation  status will  be  terminated. The
Company anticipates  that,  after  payment of  the  S  Corporation  Distribution
(including  repayment of the remaining balance of the S Distribution Notes), any
earnings will be retained  for the foreseeable future  in the operations of  the
business.  See  "Company History,  the  Reorganization and  Prior  S Corporation
Status" and "Dividend Policy."

Subsequent to the  consummation of  the Offerings, the  Company's cash  flow
needs  will  decrease as  a result  of decreased  compensation to  the Principal
Executive Officers and the absence of stockholder distributions for the purposes
of tax payments.  Offsetting these decreases  will be increases  related to  the
need to apply funds to the payment of Federal and additional state income taxes.
The  net effect on cash  for such changes is  expected to increase the Company's
cash flow.

The Company anticipates  that it will  be able to  satisfy its ongoing  cash
requirements  through 1997,  including retail and  international expansion plans
and interest payments on the Company's Senior Subordinated Notes, primarily with
cash flow from operations, supplemented,  if necessary, by borrowings under  its
Credit Agreement.

SEASONALITY

The  Company's business is impacted by  the general seasonal trends that are
characteristic of the  apparel and  retail industries.  The Company's  wholesale
operations  generally  experience stronger  performance in  the first  and third
quarters, while retail operations are generally stronger in the third and fourth
quarters. As the timing of the shipment of products may vary from year to  year,
the  results for any particular quarter may not be indicative of results for the
full year.  The  Company  has  not had  significant  overhead  and  other  costs
generally associated with large seasonal variations.

The  following table  sets forth  certain unaudited  quarterly data  for the
periods shown.

1994                                        1995                             1996
------------------------------------------  ------------------------------------------  --------------------
FIRST     SECOND      THIRD     FOURTH      FIRST     SECOND      THIRD     FOURTH      FIRST     SECOND
QTR.       QTR.       QTR.       QTR.       QTR.       QTR.       QTR.       QTR.       QTR.       QTR.
---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
(IN THOUSANDS)

Net revenue........  $ 122,729  $ 119,383  $ 160,783  $ 144,917  $ 124,903  $ 104,749  $ 133,129  $ 123,952  $ 134,898  $ 122,508
Gross profit.......     59,784     53,611     79,232     63,196     59,636     49,207     59,148     56,600     64,419     55,874

27

INFLATION

The Company does not believe that the relatively moderate rates of inflation
experienced in  the  United  States  over  the  last  three  years  have  had  a
significant effect on its net revenue or profitability. Although higher rates of
inflation  have been experienced in  a number of foreign  countries in which the
Company's products are manufactured, the Company does not believe that they have
had a material effect on the Company's net revenue or profitability.

EXCHANGE RATES

The Company  receives United  States dollars  for substantially  all of  its
product  sales  and its  licensing revenues.  Inventory purchases  from offshore
contract manufacturers  are  primarily  denominated in  United  States  dollars;
however,  purchase  prices  for  the  Company's  products  may  be  impacted  by
fluctuations in the exchange rate between the United States dollar and the local
currencies  of  the  contract  manufacturers,  which  may  have  the  effect  of
increasing the Company's cost of goods in the future. During the last two fiscal
years,  exchange  rate  fluctuations  have  not had  a  material  impact  on the
Company's inventory  costs. The  Company currently  does not  engage in  hedging
activities with respect to such exchange rate risk. See "Risk Factors -- Foreign
Operations."

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

The  Financial Accounting Standards  Board (the "FASB")  issued Statement of
Financial Accounting Standards  No. 121  ("SFAS No. 121"),  "Accounting for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of," in
March  1995 which  is effective  for fiscal  years beginning  after December 15,
1995. SFAS  No.  121 establishes  accounting  standards for  the  impairment  of
long-lived  assets,  certain identifiable  intangibles  and goodwill  related to
these assets and certain identifiable intangibles  to be disposed of. Since  the
Company's  current policy is consistent with the  provisions of SFAS No. 121, it
does not  anticipate  that  the  new pronouncement  will  impact  its  financial
statements.

In October 1995, the FASB issued Statement of Financial Accounting Standards
No.  123,  "Accounting  for  Stock-Based Compensation"  ("SFAS  123").  SFAS 123
established a  fair  value-based  method of  accounting  for  compensation  cost
related  to stock  options and  other forms  of stock-based  compensation plans.
However, SFAS 123  allows an entity  to continue to  measure compensation  costs
using  the principles of Accounting Principles Board pronouncement 25 if certain
pro forma disclosures are made. SFAS 123 is effective for fiscal years beginning
after December 15,  1995. The Company  intends to adopt  the provisions for  pro
forma  disclosure requirements of  SFAS 123 in fiscal  1996 and anticipates that
SFAS 123 will not have a material impact on its financial statements. As of June
30, 1996, the  Company had  not issued any  stock options  or other  instruments
under which SFAS 123 would apply.

28

BUSINESS

INTRODUCTION

Guess,   founded  in  1981  by  the  Marciano  brothers,  designs,  markets,
distributes and licenses  one of  the world's leading  lifestyle collections  of
casual apparel, accessories and related consumer products. The Company's apparel
for  men and  women is  inspired by  an appreciation  of the  American lifestyle
combined with a European flair and is marketed under the trademarks GUESS, GUESS
U.S.A., GUESS? AND TRIANGLE DESIGN and GUESS COLLECTION. The lines include  full
collections  of  denim and  cotton clothing,  including jeans,  pants, overalls,
skirts, dresses, shorts, blouses, shirts, jackets and knitwear. In addition, the
Company has granted  licenses to  manufacture and  distribute a  broad range  of
products  that  complement  the  Company's  apparel  lines,  including  watches,
clothing for infants and children, eyewear, footwear, activewear, home  products
and  other  fashion accessories.  The  Company's product  quality  combined with
captivating advertising  images  have  created a  global  brand  franchise  with
products  that appeal  to style-conscious consumers  across a  broad spectrum of
ages. The Company  generates revenue  from wholesale and  retail operations  and
licensing  activities, which accounted for 56%, 35% and 9%, respectively, of net
revenue in 1995. The Company's total net revenue in 1995 was $486.7 million  and
pro forma net earnings (as described herein) were $43.3 million.

The  Company  achieves  premium  pricing  for  its  products  by emphasizing
superior styling and quality.  The Company maintains  rigorous control over  the
quality of its products by performing its own design and development work and by
closely  monitoring  the  workmanship  of  its  contractors  and  licensees. The
enduring strength  of  the GUESS  brand  name and  image  is reinforced  by  the
Company's  consistent emphasis on  innovative and distinctive  design. Under the
direction of  Maurice Marciano,  the Company's  design department  creates  full
lines  of casual  apparel that appeal  to both  men and women.  During 1995, net
sales of apparel for men and for women accounted for approximately 48% and  52%,
respectively,  of net  revenue from  the sale of  apparel products.  Each of the
lines consists of a broad array of basic, recurring styles, complemented by more
fashion-oriented items which reflect contemporary trends. During 1995, net sales
of  basic  and  fashion   items  accounted  for   approximately  49%  and   51%,
respectively, of the Company's net revenue from the sale of apparel products.

The  Company seeks to reach a  broad consumer base through multiple channels
of distribution. As of March 31, 1996, GUESS brand products were distributed  by
the  Company, its licensees and  international distributors to better department
stores and upscale  specialty stores,  112 stores  operated by  the Company  (of
which  65 were retail stores  and 47 were factory  outlet stores) and 205 stores
operated  by  licensees  and  distributors.   As  a  critical  element  of   its
distribution  to  department  stores,  the  Company  and  its  licensees utilize
shop-in-shops to enhance brand  recognition, permit more complete  merchandising
of  the  lines  and differentiate  the  presentation  of GUESS  products.  As of
December 31,  1995, the  Company's  and its  licensees'  products were  sold  in
approximately 1,600 shop-in-shops worldwide. In order to protect the Guess image
and  enhance the exclusivity of the brand, the Company began in 1993 to withdraw
its products from certain  wholesale accounts which did  not meet the  Company's
merchandising   standards.  Sales  to  such  discontinued  accounts  represented
approximately $51.1 million, $32.9 million and $3.8 million of the Company's net
revenue in  1993, 1994  and 1995,  respectively. The  Company's own  network  of
stores,  in  addition to  providing  a key  opportunity  for growth,  allows the
Company to present and merchandise its entire collection and to test market  new
product concepts.

The  Company intends to capitalize on the worldwide recognition of its brand
name and the breadth of Guess lifestyle products by expanding its  international
operations.  The Company has established Guess Europe in Italy and Guess Asia in
Hong Kong to design, source and market  products in Europe and the Pacific  Rim.
Guess  has  granted  licenses for  the  manufacture  and sale  of  GUESS branded
products similar  to  the  Company's,  including men's  and  women's  denim  and
knitwear,  in markets such as Canada,  Argentina, Mexico, the Philippines, South
Korea, Brazil  and  Japan.  Although  Guess  is  in  the  early  stages  of  its
international  expansion, GUESS  brand products  are currently  sold in  over 70
countries primarily through licensees and distributors.

29

The desirability of  the GUESS brand  name among consumers  has allowed  the
Company   to  selectively   expand  its  product   offerings  through  licensing
arrangements. The Company believes its licensing strategy significantly broadens
the distribution of GUESS  brand products while  limiting the Company's  capital
investment  and operating expenses. The Company carefully selects its licensees,
maintains  strict   control  over   the  design,   advertising,  marketing   and
distribution  of all licensed products in  order to maintain a consistent global
GUESS brand image. The Company's 26 licensees manufacture and distribute a broad
array of  related  consumer products  in  the United  States  and  international
markets.  The Company's  most significant  licenses include  GUESS WATCHES, BABY
GUESS, GUESS KIDS and GUESS EYEWEAR, which together accounted for  approximately
48.1%  of  the  Company's  net  royalties  in  1995.  The  Company  continues to
capitalize on the GUESS  brand image by granting  licenses to introduce  related
products.  Recently, the  Company licensed the  GUESS HOME  COLLECTION and GUESS
OUTERWEAR, as well as various accessory products.

Under Paul  Marciano's  direction  and  supervision,  Guess  has  created  a
consistent,  high profile  image through  the use  of its  distinctive black and
white print ads. The Company's in-house Advertising Department directs the media
placement of all advertising worldwide, including placement by its licensees and
distributors. On numerous  occasions since 1986,  the Company's advertising  has
garnered  prestigious  awards  for creativity  and  excellence,  including CLIO,
BELDING and MOBIUS awards. Such awards are generally awarded on the basis of the
judgment of prominent members of the advertising industry. By retaining  control
over  its advertising programs, the Company is able to maintain the integrity of
the GUESS brand image while realizing a substantial cost savings compared to the
use of outside agencies. The Company requires its licensees and distributors  to
invest a percentage of their net sales of licensed products and net purchases of
Guess products, respectively, in advertising, promotion and marketing. From 1992
through  1995,  the Company's  advertising  expenditures, together  with amounts
spent by its licensees and its distributors (as reported to the Company by  such
licensees and distributors), exceeded $160.0 million.

BUSINESS STRATEGY

The   Company's  business  strategy  is   designed  to  increase  sales  and
profitability while preserving the integrity and expanding the product depth and
global reach of  the GUESS brand.  Over the  past three years,  the Company  has
built  the infrastructure necessary to support distribution and licensing of its
products worldwide. To  provide greater management  depth, Company has  recently
recruited  several  key  executives  with  substantial  industry  experience  to
facilitate the implementation  of its  business strategy,  including Ken  Duane,
Andrea Weiss and Michael Wallen. The key elements of the strategy include:

MAINTAIN  HIGH BRAND RECOGNITION.   The Company  intends to continue its
efforts to increase its  revenues by enhancing  consumer recognition of  its
brand  name and image.  Under the creative leadership  of Paul Marciano, the
Company's award-winning  advertising  has established  the  Guess  signature
image  and  reinforced the  lifestyle  concept of  Guess  and Guess-licensed
products in  mutually supportive  marketing campaigns.  In addition  to  the
Company's  expenditures,  licensees are  required to  spend a  percentage of
total revenues in advertising. The aggregate advertising expenditures of the
Company and its distributors  and licensees (as reported  to the Company  by
such  licensees  and  distributors)  were $50.7  million  in  1995,  a 16.2%
increase over 1994.

INCREASE  INTERNATIONAL   PRESENCE.     The  Company   believes  it   is
well-positioned to capitalize on the worldwide recognition of its brand name
and  the breadth  of Guess  lifestyle products  by continuing  to expand its
distribution internationally through distributors and licensees. The Company
has recently established Guess Europe in  Italy and Guess Asia in Hong  Kong
to  design, source and market products in  Europe and the Pacific Rim, which
will facilitate  increased  sales  to  existing  and  new  distributors  and
licensees  outside the United States. As of March 31, 1996, 164 Guess retail
stores were  operated internationally,  111  of which  were operated  by  13
licensees  and 53 of which were  operated by eight distributors. The Company
has been  advised  by its  distributors  and  licensees that  they  plan  to
establish approximately 35 new distributor-operated stores and approximately
21   licensee-operated  stores,  respectively,  by  the  end  of  1996,  and
approximately  an  additional   45  new   distributor-operated  stores   and
approximately 39 licensee-operated stores, respectively, by the end of 1997.

30

EXPAND  LICENSING  ARRANGEMENTS.   The  Company expects  to  continue to
license the GUESS  name selectively  to producers of  high quality  products
that  complement its lifestyle collection. Since  the beginning of 1993, the
Company has added new licenses, which in 1995 represented approximately  30%
of  the Company's  net royalties. Recently,  the Company  licensed the GUESS
HOME COLLECTION and GUESS OUTERWEAR, as well as various accessory  products.
To  maintain its reputation for quality  and style and control the integrity
of the brand name, the Company  will continue to provide design,  production
and technical and marketing assistance to its licensees to ensure compliance
with its strict marketing and product standards.

EXPAND  RETAIL STORE NETWORK.   The Company  believes an expanded retail
network will reinforce consumer  recognition of its  brand name and  enhance
the  presentation of the  complete Guess merchandise  collections. Since the
beginning of 1993 through March 31, 1996, the Company has opened a total  of
25  retail  and  25  factory  outlet stores  (net  of  store  closings). The
percentage of net revenue generated by the retail network has increased from
19.3% to 38.5%  of the Company's  net revenue from  product sales from  1992
through  1995.  The Company  intends to  open approximately  five additional
retail stores during the remainder  of 1996 and approximately 15  additional
retail  stores during 1997. The Company  is currently completing the closure
of three retail  stores, the costs  of which closures  were reserved for  in
1995.

DEEPEN  PRODUCT  OFFERINGS.   The  Company has  recently  introduced new
product lines and categories to complement its existing lines. In 1993,  the
Company  introduced in its retail stores  the GUESS COLLECTION and has since
expanded this collection  to a full  line of higher  priced women's  apparel
that  incorporates a sophisticated combination of styles and colors. In 1995
and  the  first  quarter  of  1996,  the  GUESS  COLLECTION  accounted   for
approximately  11.4%  and  14.6%,  respectively,  of  net  revenue  from the
Company's stores.  Based  on positive  consumer  reaction, the  Company  has
introduced  the GUESS  COLLECTION to  selected better  department stores for
shipment in  the Fall  1996  season. In  addition,  the Company  intends  to
broaden  its  men's  and women's  lines  to  include khaki  and  other twill
products beginning with the 1996 holiday/resort season. In November 1995 the
Company introduced a new line of  jeans under the "Bare Basics" label,  with
unique construction and fabrications and lower price points than traditional
Guess jeans.

IMPROVE  PRODUCTIVITY OF THE RETAIL STORE NETWORK.  The Company's retail
management team has recently refined  the Company's strategy to improve  the
productivity  of its retail  network by establishing  new models for optimal
store size, design  and construction costs  as well as  staffing levels.  In
addition,  in late 1995, the Company  began to improve the merchandising mix
in its stores and implemented  sophisticated information systems to  improve
inventory  management. The Company believes that the implementation of these
initiatives contributed to  the increase  in comparable  factory outlet  and
retail store net revenue of 16.7% in the first quarter of 1996.

EXPAND  AND UPGRADE  SHOP-IN-SHOP PROGRAM.   To enhance  the presence of
Guess  products  in  department  stores,  the  Company  intends  to  develop
approximately  80 new  shop-in-shops in  1996 and  100 in  1997, and remodel
approximately 45 additional shops in 1996 and 55 in 1997. The design of  the
shops   utilizes  the   distinctive  Guess  advertising   to  promote  brand
recognition and differentiate the location  from its competition. The  shops
also  facilitate ease of  shopping by presenting  a complete presentation of
the Company's  merchandise. In  addition, the  installation of  these  shops
enables  the Company  to establish  premium locations  within the department
stores and, therefore, compete more effectively against other products.

31

GENERAL

The Company derives its net revenue from the sale of Guess men's and women's
apparel to wholesale customers and distributors and the sale of Guess men's  and
women's  apparel and  its licensees' products  through the  Company's network of
retail and factory outlet stores. The following table sets forth the net revenue
of the Company through its channels of distribution.

YEAR ENDED DECEMBER 31,                       SIX MONTHS ENDED
-------------------------------------------------  --------------------------------
1993             1994             1995         JULY 2, 1995     JUNE 30, 1996
---------------  ---------------  ---------------  ---------------  ---------------
(IN THOUSANDS)

Net Revenue:
Wholesale operations........  $348,879   67.1% $358,125   65.4% $270,931   55.7% $142,427   62.0% $144,782   56.2%
Retail operations...........   142,565   27.4   149,337   27.2   169,428   34.8    64,154   27.9    87,329   33.9
--------  -----  --------  -----  --------  -----  --------  -----  --------  -----
Net revenue from product
sales......................   491,444   94.5   507,462   92.6   440,359   90.5   206,581   89.9   232,111   90.1
Net royalties...............    28,780    5.5    40,350    7.4    46,374    9.5    23,074   10.1    25,295    9.9
--------  -----  --------  -----  --------  -----  --------  -----  --------  -----
Total net revenue.........  $520,224  100.0% $547,812  100.0% $486,733  100.0% $229,655  100.0% $257,406  100.0%
--------  -----  --------  -----  --------  -----  --------  -----  --------  -----
--------  -----  --------  -----  --------  -----  --------  -----  --------  -----

The following table sets forth the Company's net revenue from product  sales
generated  through such channels  of distribution by  product category (licensed
products represent  sales  of licensed  products  by the  Company's  retail  and
factory outlet stores).

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1993                     1994                     1995
-----------------------  -----------------------  -----------------------
PRODUCT
- ----------------------------------------

Men's apparel...........................  $  239,767       48.8%   $  250,687       49.4%   $  194,945       44.3%
Women's apparel.........................     199,405       40.6       225,268       44.4       210,945       47.9
Licensed and other products (1).........      20,608        4.2        26,172        5.2        32,766        7.4
Discontinued apparel (1)................      31,664        6.4         5,335        1.0         1,703        0.4
----------      -----    ----------      -----    ----------      -----
Total (2).............................  $  491,444      100.0%   $  507,462      100.0%   $  440,359      100.0%
----------      -----    ----------      -----    ----------      -----
----------      -----    ----------      -----    ----------      -----

- ------------------------------

(1)  In late 1992, the  Company entered into licensing  agreements for the boys'
product line, the  majority of the  girls' product line  and women's  knits,
which  were previously produced by the  Company. While the licensing of such
products reduced net revenue in  1993, the associated reduction in  earnings
from  operations from such sales was substantially offset by the increase in
net royalties  from the  new licenses.  "Other products"  represents  retail
operations' sales of such discontinued product lines.

(2)  Beginning in 1993, the Company began to withdraw its products from selected
accounts which did not meet  the Company's standards for merchandising.  Net
product  sales  to  discontinued  accounts  represented  approximately $51.1
million, $32.9 million and  $3.8 million of the  Company's net revenue  from
product sales in 1993, 1994 and 1995, respectively.

PRODUCTS

COMPANY PRODUCTS.  The GUESS brand was founded upon its core product line of
high-quality  jeans and other denim casual  wear. Guess has been marketing denim
apparel since its inception in 1981, and has built and maintained a global brand
franchise with products that appeal to style-conscious consumers across a  broad
spectrum  of ages. The Company was founded on the concept of a fashion jean with
the  first  Guess  product  being  the  "three-zip  Marilyn"  jean,  which   was
stone-washed  and  adapted to  fit the  contours  of a  woman's body.  Since its
inception, the Company  has expanded its  products to include  a broad range  of
denim  and cotton clothing for men  and women, including jeans, pants, overalls,
skirts, dresses, shorts, blouses, shirts, jackets and knitwear.

32

The Company's apparel  products are organized  into two primary  categories:
men's  apparel  and  women's  apparel  (including  the  GUESS  COLLECTION).  The
following table sets forth  the approximate range of  current retail prices  for
the Company's products:

RANGE OF
SUGGESTED
RETAIL PRICES
----------------------                                                   RANGE OF
WOMEN'S                                                          MEN'S                                       SUGGESTED
- -----------------------------------                              ------------------------------------      RETAIL PRICES
----------------------

Jeans..............................  $   58    -    $    64      Jeans...............................  $   58    -    $    72
Shorts.............................      39    -         52      Shorts..............................      39    -         60
Tops...............................      38    -         76      Woven Tops..........................      40    -         78
Dresses............................      68    -         82      Jackets.............................      82    -        162
Pants..............................      60    -         68      T-Shirts............................      22    -         88
Jackets............................      78    -         80
Guess Collection...................      58    -        340

A major portion of the Company's men's and women's apparel lines consists of
basic,  recurring  styles which  the Company  believes  are less  susceptible to
fashion obsolescence  and  are less  seasonal  in nature  than  fashion  product
styles.  Basic product styles provide  the Company with a  base of business that
usually carries over from season to season and year to year. Basic products  are
primarily  made of denim and include jeans, skirts, dresses, overalls and shorts
in a  variety of  fits, washes  and styles.  To take  advantage of  contemporary
trends,  the  Company complements  its basic  styles with  more fashion-oriented
items. Fashion products range  in style from  contemporary sportswear to  casual
apparel  and include colored  denim items, pants,  shirts, jackets and knitwear,
made of  a variety  of  materials including  fine  cotton, man-made  fabric  and
leather.  A limited number of best-selling fashion  items in a collection may be
included in one or more subsequent collections, and a select few may be added to
the Company's basic styles.

In 1993, the  Company expanded its  line of women's  apparel to include  the
GUESS  COLLECTION, a  collection of women's  skirts, tops,  jackets, blazers and
blouses incorporating  a sophisticated  combination of  colors and  styles.  The
GUESS COLLECTION was introduced exclusively through Guess stores and, based upon
positive  consumer  reaction, the  Company  expanded distribution  of  the GUESS
COLLECTION to selected better  department stores for shipment  in the 1996  Fall
season.  The GUESS COLLECTION appeals to the contemporary segment of the apparel
market and will  generally be sold  in separate selling  areas from other  Guess
denim and casual apparel.

LICENSED  PRODUCTS.  The high level of  desirability of the GUESS brand name
among consumers  has  allowed the  Company  to selectively  expand  its  product
offerings   through  licensing  arrangements.  The   Company  currently  has  26
licensees. Sales  of  licensed products  (as  reported  to the  Company  by  its
licensees) have grown from $451.7 million in 1993 to $736.5 million in 1995. The
Company's  net royalties from  such sales and fees  from new licensees increased
from $28.8 million in 1993 to $46.4 million in 1995. Approximately 48.1% of  the
Company's  net royalties was  derived from its top  four licensed product lines.
These product lines are GUESS WATCHES (18.9% of 1995 net royalties), BABY  GUESS
(12.3%), GUESS KIDS (9.2%) and GUESS EYEWEAR (7.7%).

GUESS  WATCHES have been manufactured and  distributed since 1983. The GUESS
WATCH line  includes approximately  408 styles  of watches  for men,  women  and
children,  and clocks.  Retail prices range  from approximately $55  to $125. In
1996, an upscale, higher-priced line of watches is planned to be introduced at a
retail price range of $175 to $250.

The BABY GUESS  and GUESS  KIDS product  lines include  infants', boys'  and
girls'  clothing, accessories, infant layette items and baby hair care products.
These  products  retail  for  $4.50  to   $70  and  are  sold  domestically   in
free-standing licensed stores, better department stores and through distributors
in Asia.

GUESS  EYEWEAR is manufactured  and distributed worldwide.  The eyewear line
offers styles ranging in retail  price from $37 to  $200. Guess eyewear is  sold
through optical specialty and department stores.

33

Guess  also licenses  a range  of other  products, including  men's apparel,
women's knitwear, footwear, activewear,  athleticwear, leather goods,  neckwear,
jewelry  and a home collection.  Most of these licenses  have been granted since
1993 and are in their early stage of development.

DESIGN

The enduring strength of the GUESS brand name and image is partially due  to
the  Company's consistent emphasis on innovative and distinctive design. For the
past 15 years, the Guess design  teams have anticipated and adapted to  changing
consumer tastes while retaining the distinctive Guess image. Under the direction
of  Maurice Marciano, Guess garments  are designed by an  in-house staff of four
design teams (men's, women's, GUESS COLLECTION and Guess Europe) located in  Los
Angeles and Florence, Italy. Guess design teams travel around the world in order
to  monitor fashion trends and discover new  fabrics. Fabric shows in Europe and
the United States provide  additional opportunities to  discover and sample  new
fabrics.  These fabrics,  together with  the trends  uncovered by  the Company's
designers serve as the primary source of inspiration for the Company's lines and
collections. The Company also maintains a fashion library consisting of  antique
and  contemporary  garments as  an additional  source  of creative  concepts. In
addition, design teams regularly meet  with members of the sales,  merchandising
and  retail operations to further refine the Company's products in order to meet
the particular needs of the Company's markets. Many Guess products are developed
using computer-aided design equipment which allows a designer to view and modify
two- and three-dimensional  images of  a new  design. By  the end  of 1996,  the
Company   intends  to  link   its  Los  Angeles   and  Florence  design  centers
electronically so that individual designs  may be accessed, modified and  shared
by  designers in  both locations. After  working prototypes of  each garment are
prepared and reviewed, the pattern makers  oversee the final production of  each
garment's  pattern.  As  of  March 31,  1996,  the  Company's  design department
employed 130  persons, approximately  27 of  whom were  designers and  assistant
designers.

Licensed  products are  designed by  both the  Company and  its licensees. A
separate design team of 12 associates works with the Company's licensees and all
licensee designs must be approved by the Company to ensure consistency with  the
Guess image. See "-- Licensing Agreements and Terms."

DOMESTIC WHOLESALE CUSTOMERS

The  Company's  domestic  wholesale customers  consist  primarily  of better
department stores and select upscale specialty stores, which have the image  and
merchandising  expertise that Guess  requires for the  effective presentation of
its products. Leading wholesale  customers include Federated Department  Stores,
The  May Department Stores  Company, Dillard Department  Stores, Inc. and select
upscale specialty stores. As of December 31, 1995, the Company sold its products
directly  to  approximately  2,700  retail  doors  in  the  United  States   and
approximately 350 doors in Italy.

A  key element of  the Company's merchandising  strategy is the shop-in-shop
merchandising format, an exclusive selling  area within a department store  that
presents  a full array of Guess products using Guess signage and fixtures. As of
December 31,  1995,  there  were approximately  1,160  shop-in-shops  (excluding
shop-in-shops  installed by licensees)  that feature Guess  products (other than
the GUESS  COLLECTION)  and  the  Company intends  to  increase  the  number  of
shop-in-shops  by  approximately 80  by  the end  of  1996 and  approximately an
additional 100  by  the end  of  1997. Guess  also  intends to  establish  GUESS
COLLECTION  shop-in-shops, in  addition to  existing shop-in-shops,  in selected
better department stores beginning in the Spring of 1997.

The Company's  close wholesale  customer  relationships have  been  achieved
through  innovative  and  effective  marketing  and  merchandising  and superior
customer service. As of March 31, 1996, the Company had 77 sales representatives
and 81 merchandise coordinators.  The sales representatives  are located in  the
Company's  showrooms in  New York, Los  Angeles, Dallas,  Atlanta, Chicago, Hong
Kong, Milan  and  Florence.  They  coordinate  with  buyers  for  the  Company's
customers  to  determine the  inventory  level and  product  mix that  should be
carried in each store to maximize retail sell-through and enhance the customers'
profit margins. Such inventory level and product mix are then used as the  basis
for  developing sales projections and product needs for each wholesale customer.
In addition, Guess sales representatives  monitor the inventories of  customers,
which  assists the Company in scheduling production. The merchandisers work with
the store to ensure the Company's products are appropriately displayed.

34

Certain of the Company's domestic wholesale customers, including some  under
common  ownership, have accounted for significant  portions of the Company's net
revenue. During  1995, Bloomingdale's,  Macy's and  affiliated stores  owned  by
Federated  Department Stores together  accounted for approximately  11.0% of the
Company's net revenue.  During the same  period, The May  Company and  Dillard's
accounted  for  approximately  7.7%  and  7.3%  of  the  Company's  net revenue,
respectively.  See  "Risk  Factors  --  Dependence  on  Certain  Customers   and
Licensees."

DOMESTIC RETAIL OPERATIONS

As  of March 31, 1996, the Company's domestic retail operations consisted of
64 retail and 47 factory outlet stores operated directly by Guess in the  United
States, which principally sell GUESS label products. Guess retail stores outside
the  United States, with  the exception of the  Company-owned store in Florence,
Italy, are owned and operated by  the Company's distributors and licensees.  See
"-- International Business." Since the beginning of 1993 through March 31, 1996,
the Company has opened a total of 35 retail and 30 factory outlet stores and has
closed  10 retail and five factory outlet  stores. The percentage of net revenue
generated by  the  retail network  has  increased from  19.3%  to 38.5%  of  the
Company's net revenue from product sales from 1992 through 1995.

The  Company's  retail management  team has  recently refined  the Company's
strategy to improve the productivity of  its retail network by establishing  new
models for optimal store size, design and construction costs as well as staffing
levels.   In  addition,  in  late  1995,   the  Company  began  to  improve  the
merchandising mix  in  its  stores  and  implemented  sophisticated  information
systems   to  improve  inventory  management.  The  Company  believes  that  the
implementation of these  initiatives contributed to  the increase in  comparable
retail  and factory outlet  store net revenue  of 16.7% in  the first quarter of
1996.

RETAIL STORES.  The Company's 64  domestic retail stores typically range  in
size  from  approximately  3,400 to  8,500  square  feet, with  61  locations in
regional shopping  malls and  three stand-alone  stores in  areas of  high  foot
traffic.  The retail stores are located in 20 states with approximately an equal
number of stores on both the East and  West Coasts. Of the retail stores on  the
West  Coast, 22 are located  in California. The Company's  retail stores carry a
full assortment of men's  and women's Guess merchandise,  including most of  its
licensed products. Distribution through its own retail stores allows the Company
to  influence the  merchandising and  presentation of  its products  and to test
market new product concepts. The Company's strategy is to increase its  domestic
sales  by selectively expanding  its network of retail  stores and by increasing
the productivity  of  its  existing  stores.  Over  the  past  year,  Guess  has
significantly   strengthened  its  retail   operations  management  through  the
selective hiring of experienced well-respected retail professionals.

The Company intends to continue to locate its stores in regional malls  with
a  smaller number of flagship stores in major  cities. As of March 31, 1996, the
Company had  opened two  retail stores  in  1996. The  Company intends  to  open
approximately  five additional retail stores during the remainder of 1996 and 15
additional retail stores during  1997. The Company  is currently completing  the
closure of three retail stores, the costs of which closures were reserved for in
1995.  The Company does not currently expect  that it will be closing additional
retail stores during the next 12 months.

FACTORY OUTLET STORES.   The  Company's 47 factory  outlet stores  typically
range  in size from approximately 2,100 to  7,500 square feet and are located in
outlet malls and  strip centers  outside the  shopping radius  of the  Company's
wholesale customers and its retail stores. The factory outlet stores are located
in  27 states, with no  major concentration in any  one state. These stores sell
selected styles  of  Guess  apparel  and licensed  products  at  a  discount  to
value-conscious  customers,  enabling  the Company  to  effectively  control the
distribution of its excess  inventory, thereby protecting  the Guess image.  The
Company  plans  to open  one and  close one  factory outlet  store in  1996. The
Company has no plans to open additional factory outlet stores in 1997.

INTERNATIONAL BUSINESS

Given the  high level  of GUESS  brand awareness  in countries  outside  the
United  States, the  Company believes  that international  distribution of GUESS
brand products represents a significant opportunity to

35

increase revenue  and profits.  This  awareness is  partially  a result  of  the
substantial  international advertising undertaken  by the Company  in advance of
distributing products to these locations. Although Guess is in the early  stages
of  its international expansion, GUESS brand products are currently sold in over
70 countries.

Guess derives net revenue and earnings  from outside the United States  from
three principal sources: (i) sales of GUESS brand apparel directly to 12 foreign
distributors  who distribute such  apparel to better  department stores, upscale
specialty retail  stores  and Guess-licensed  retail  stores operated  by  Guess
distributors  or licensees,  (ii) royalties  from licensees  who manufacture and
distribute GUESS brand  products outside the  United States and  (iii) sales  of
GUESS brand apparel by Guess Europe directly to upscale retail stores in Italy.

Since  1991, the Company has been  selling its products through distributors
and licensees  in Asia,  the Middle  East and  Australia. In  1993, the  Company
opened a design studio, sourcing office, sales office and warehouse in Italy and
in  1994 began sourcing,  marketing and distributing  products directly in Italy
and executed a  distribution agreement  for Spain. Recently,  Guess has  entered
into  distribution agreements  for Belgium,  Greece and  Hungary, and  is in the
process of negotiating additional arrangements in Europe and elsewhere including
the United Kingdom, Israel, Holland and Turkey.

As of March 31, 1996, 164 Guess retail stores were operated internationally,
111 of which  were operated by  13 licensees and  53 of which  were operated  by
eight  distributors. The Company's distribution and license agreements generally
provide detailed  guidelines for  store  fittings, fixtures,  merchandising  and
marketing  programs and the  appearance, merchandising and  service standards of
these stores are closely monitored to ensure the Guess image is maintained.  The
Company  has been advised  by its distributors  and licensees that  they plan to
establish approximately 35 new distributor-operated stores and approximately  21
licensee-operated stores, respectively, by the end of 1996, and approximately an
additional   45   new   distributor-operated   stores   and   approximately   39
licensee-operated stores, respectively, by the end of 1997. Guess also owns  and
operates  a  flagship  Guess retail  store  located  in Florence,  Italy.  As of
December 31, 1995, there  were approximately 220  shop-in-shops for GUESS  brand
products  in  stores outside  the United  States. See  "Risk Factors  -- Foreign
Operations and Sourcing -- Import Restrictions."

LICENSING AGREEMENTS AND TERMS

The  Company  carefully  selects  and  maintains  tight  control  over   its
licensees.  In  evaluating  a  potential  licensee,  the  Company  considers the
experience, financial stability, manufacturing performance and marketing ability
of the proposed licensee  and evaluates the  marketability and compatibility  of
the  proposed products with other GUESS brand merchandise. The Company's license
agreements generally  cover  three  years  with an  option  to  renew  prior  to
expiration  for  an  additional  multi-year  period.  In  addition  to licensing
products which  complement the  Company's apparel  products, Guess  has  granted
licenses  for the manufacture and sale of  GUESS branded products similar to the
Company's, including men's and  women's denim and knitwear,  in markets such  as
Canada,  Argentina,  Mexico, the  Philippines,  South Korea,  Brazil  and Japan.
Licenses granted to certain licensees which have produced high-quality  products
and otherwise have demonstrated exceptional operating performance, such as GUESS
WATCHES  and BABY GUESS, have been renewed repeatedly and in some cases expanded
to include new products or markets. The typical license agreement requires  that
the  licensee pay the Company the greater of  a royalty based on a percentage of
the licensee's net sales  of licensed products or  a guaranteed minimum  royalty
that  typically increases  over the  term of  the license  agreement. Generally,
licensees are  required to  spend a  percentage  of the  net sales  of  licensed
products  for advertising and  promotion of the  licensed products. In addition,
certain foreign licensees are  required to contribute  toward the protection  of
the  Company's  trademarks within  the  territories granted  to  such licensees,
thereby assisting  Guess in  its  efforts to  prevent counterfeiting  and  other
trademark infringement in such countries.

The   Company's  licensing  department  strictly  monitors  product  design,
development, merchandising and marketing. All GUESS brand products, advertising,
promotional and packaging materials  must be approved in  advance by Guess.  The
licensing  department meets regularly with  licensees to ensure consistency with
Guess's overall marketing,  merchandising and design  strategies, and to  ensure
uniformity  and quality  control. See "Risk  Factors --  Dependence upon Certain
Customers and Licensees."

36

ADVERTISING, PUBLIC RELATIONS AND MARKETING

The Company's advertising,  public relations  and marketing  strategy is  to
promote  a consistent  high impact  image which  endures regardless  of changing
consumer trends. Since the Company's inception, Paul Marciano has had  principal
responsibility  for the  GUESS brand  image and  creative vision.  All worldwide
advertising  and  promotional  material  is  controlled  through  the  Company's
Advertising  Department based in  Los Angeles, while  Guess Public Relations and
Special Events are based in New York.  GUESS JEANS, GUESS U.S.A. and GUESS  INC.
images  have been showcased in international  print campaigns in dozens of major
magazines, on billboards, bus shelters  and telephone kiosks, on television  and
most recently in movie theaters throughout the United States.

ADVERTISING.   The Company's advertising strategy is designed to promote the
Guess image rather than  focus on specific  products. The Company's  distinctive
black and white print advertisements have garnered prestigious awards, including
CLIO,  BELDING and  MOBIUS awards  for creativity  and excellence.  Such awards,
which the Company has received on  numerous occasions since 1986, are  generally
awarded  on the basis  of the judgment  of prominent members  of the advertising
industry.  Guess  has   maintained  a   high  degree  of   consistency  in   its
advertisements,  using  similar  themes  and images.  The  Company  requires its
licensees and distributors to invest a percentage of their net sales of licensed
products and  net purchases  of Guess  products, respectively,  in  advertising,
promotion  and  marketing. From  1992  through 1995,  the  Company's advertising
expenditures, together with amounts spent by its licensees and its  distributors
(as reported to the Company by such licensees and distributors), exceeded $160.0
million.

The  Company's  in-house  Advertising Department  is  responsible  for media
placement of  all advertising  worldwide including  that of  its licensees.  The
Company  uses a variety  of media, primarily  black and white  print and outdoor
advertising  in  various  countries.  The  Company  has  focused   advertisement
placement   in  national  and   international  contemporary  fashion/beauty  and
lifestyle magazines including VOGUE, GLAMOUR, VANITY FAIR, HARPERS BAZAAR, ELLE,
W and DETAILS. By retaining control  over its advertising programs, the  Company
is  able to  maintain the  integrity of  the GUESS  brand image  while realizing
substantial cost savings compared to the use of outside agencies. The  Company's
Advertising Department consisted of 10 employees as of March 31, 1996.

PUBLIC  RELATIONS.  The Company's Public Relations Department is responsible
for communicating the Guess  image to the public  and news media worldwide.  The
Public  Relations Department also coordinates local publicity and special events
programs for the Company and its  licensees, including in-store Guess model  and
celebrity  appearances and fashion shows.  The Guess Public Relations Department
consisted of seven full time employees as of March 31, 1996.

MARKETING.  The Company utilizes various additional marketing tools such  as
corporate  mailers, videos,  newsletters, special events  and a  toll free Guess
number to  assist customers  worldwide in  finding Guess  retail locations.  The
Company  also  produces  200,000 copies  of  the  GUESS JOURNAL,  a  full color,
oversized semi-annual magazine available in  retail stores worldwide or  through
the  Guess mailing list. The  GUESS JOURNAL features trends  in the arts, travel
destinations, candid celebrity profiles, philanthropic events and Guess  product
information.

The  Company further  strengthens communications with  customers through the
WORLD OF GUESS, the Company's Internet site  on the World Wide Web. This  global
medium  enables the  Company to  provide timely  information in  an entertaining
fashion on  the  Company's  history,  Guess  products  and  store  locations  to
consumers  and allows  the Company to  receive and respond  directly to customer
feedback.

SOURCING AND PRODUCT DEVELOPMENT

The Company sources products through  numerous suppliers, many of whom  have
established  relationships with  the Company. The  Company seeks  to achieve the
most efficient means for  the timely delivery of  its high quality products  and
continues  to rebalance its sourcing by  region in response to increasing demand
within each region. The Company's fabric  specialists work with fabric mills  in
the  United States, Europe  and Asia to  develop woven and  knitted fabrics that
enhance the products' comfort, design and appearance. For a substantial  portion
of the Company's apparel products, fabric purchases take place generally four to
five

37

months  prior  to the  corresponding  selling season.  Apparel  production (cut,
manufacture and trim) generally begins  after the Company has received  customer
orders.  Delivery of finished goods to  customers occurs approximately 90 to 120
days after receipt of customers' orders.

The Company engages both domestic and foreign contractors for the production
of its products. During 1995, the Company purchased approximately 77% of its raw
materials, labor and  finished goods  in the United  States, 18%  in Hong  Kong,
Taiwan,  South Korea and other Asian countries,  4% in Europe, and 1% elsewhere.
The production and sourcing staffs in Los Angeles and Italy oversee all  aspects
of fabric acquisition, apparel manufacturing, quality control and production, as
well  as researching and developing new  sources of supply. The Company operates
product sourcing  and quality  control offices  in Los  Angeles, Hong  Kong  and
Florence.

The  Company  does  not own  any  production equipment  other  than cutting,
silkscreen and embroidery machinery. The Company's apparel products are produced
for  the  Company  by  approximately  80  different  contractors.  None  of  the
contractors  engaged by the Company accounted for more than 10% of the Company's
total production during 1995. The Company has long-term relationships with  many
of  its contractors, although it does not have written agreements with them. The
Company uses a variety of raw materials, principally consisting of woven  denim,
woven  cotton and knitted  fabrics and yarns. The  Company must make commitments
for a significant  portion of  its fabric purchases  well in  advance of  sales,
although  the Company's  risk is  reduced because  a substantial  portion of the
Company's products (approximately  43% in  1995) are  sewn in  basic denim.  See
"Risk  Factors -- Foreign Operations and Sourcing; Import Restrictions," and "--
Dependence on Unaffiliated Manufacturers."

QUALITY CONTROL

The Company's quality control program is designed to ensure that all of  the
Company's  products  meet  the  Company's high  quality  standards.  The Company
monitors the quality  of its  fabrics prior to  the production  of garments  and
inspects  prototypes of each  product before production  runs are commenced. The
Company also performs  random in-line  quality control checks  during and  after
production  before the garments  leave the contractor.  Final random inspections
occur when the garments are received in the Company's distribution centers.  The
Company  currently has 25 full-time personnel engaged in quality control located
in its Los Angeles  office, five located  in Hong Kong (who  work for the  joint
venture)  and  four  in  Florence, including  two  independent  contractors. The
Company believes that its policy of inspecting its products at its  distribution
centers  and  at the  contractors' facilities  is  important in  maintaining the
quality and reputation of its products. The Company also conducts inspections on
all licensed products.

The Company  permits defective  garments  to be  authorized for  return  for
credit  by the purchasers. Less than 0.6% of the garments shipped by the Company
during each of the last three years has been returned under this policy.

WAREHOUSE AND DISTRIBUTION CENTERS

The Company  utilizes distribution  centers at  three strategically  located
sites.  Two of the distribution  centers are operated by  the Company and one is
operated by an independent contractor. Distribution of the Company's products in
the United States  is centralized in  the Los Angeles  facility operated by  the
Company.  The Company also operates a distribution center in Florence to service
Europe. The Company utilizes a contract warehouse in Hong Kong that services the
Pacific Rim.

The Company  currently intends  to  open a  contract warehouse  in  Northern
Europe  for distribution  to portions  of Europe  outside of  Italy. The Company
anticipates that such warehouse will become operational during the first half of
1997.

In order to ensure that each of its retail customers receives merchandise in
satisfactory condition, substantially all Company products are processed through
one of  the  Company's  distribution  centers  before  delivery  to  the  retail
customer.  Each  customer  is  assigned to  one  of  the  Company's distribution
centers, depending on the customer's location.

38

At its distribution center in Los Angeles, the Company has also developed  a
fully  integrated and  automated distribution system.  The bar  code scanning of
merchandise, picking  tickets  and  distribution cartons,  together  with  radio
frequency communications, provide timely, controlled, accurate and instantaneous
updates to the distribution information systems.

COMPETITION

The apparel industry is highly competitive and fragmented, and is subject to
rapidly changing consumer demands and preferences. The Company believes that its
success  depends in large part upon its ability to anticipate, gauge and respond
to changing consumer demands and fashion trends in a timely manner and upon  the
continued  appeal to consumers of the  Guess image. Guess competes with numerous
apparel manufacturers and  distributors (including Calvin  Klein, Ralph  Lauren,
DKNY,  Tommy Hilfiger and Nautica).  Moreover, several well-known designers have
recently entered or re-entered the designer denim market with products generally
priced lower than the  Company's designer jeans  products. The Company's  retail
and  factory outlet stores face  competition from other retailers. Additionally,
the Company encounters substantial competition from department stores, including
some of the Company's major retail customers. The Company's licensed apparel and
accessories also compete with a substantial number of designer and  non-designer
lines.  Many of the Company's competitors  have greater financial resources than
Guess.  The  Company's  licensed  products  also  compete  with  various   other
well-known  consumer brands. Although the level and nature of competition differ
among its product categories,  Guess believes that it  competes on the basis  of
its brand image, quality of design and workmanship and product assortment.

TRADEMARKS

The  Company's trademarks include GUESS?, GUESS, GUESS? AND TRIANGLE DESIGN,
BABY GUESS, GUESS KIDS, GUESS U.S.A. and GUESS COLLECTION. As of March 31, 1996,
the Company had more than 1,500 U.S. and international registered trademarks  or
trademark  applications pending with the trademark  offices of the United States
and over 137 countries around the world.  From time to time, the Company  adopts
new  trademarks  in connection  with  the marketing  of  new product  lines. The
Company considers its trademarks to have  significant value in the marketing  of
its  products  and,  since  shortly after  the  Company's  inception,  has acted
aggressively to register and protect its trademarks worldwide.

Like many  well-known  brands,  the  Company's  trademarks  are  subject  to
infringement.  Guess  has  a  staff devoted  to  the  monitoring  and aggressive
protection  of  its  trademarks  worldwide,  which  uses,  among  other  things,
available legal remedies to prevent unauthorized use of its trademarks.

MANAGEMENT INFORMATION SYSTEMS

The  Company believes that  advanced information processing  is essential to
maintaining its competitive  position. Consequently, over  the past three  years
(ending  December  31, 1995),  the Company  has invested  over $20.0  million in
upgrading its  management  information  systems.  The  Company  is  implementing
systems  which allow  areas of  the business to  be more  pro-active to customer
requirements, to  improve  internal  communication  flow,  to  increase  process
efficiency, and to support management decisions.

The  Company's  systems  provide, among  other  things,  comprehensive order
processing, production, accounting and management information for the marketing,
selling, manufacturing, retailing  and distribution functions  of the  Company's
business.  The  Company  has  developed a  sophisticated  software  program that
enables  the  Company  to  track,  among  other  things,  orders,  manufacturing
schedules,  inventory  and  sales  of Guess  products.  The  program  includes a
centralized management information system  which provides the various  operating
departments with integrated financial, sales, inventory and distribution related
information.

Computer-aided-design  ("CAD") systems  are utilized within  both the design
and marking and grading departments to  develop fabrics and styles. The  Company
has  these systems in place both  domestically and internationally, allowing for
this information to be shared. All style and fabric information is maintained in
a line management  system which  streamlines communication  between the  design,
sales and production departments.

39

The  Company is  a Quick Response  ("QR") vendor which,  via electronic data
interchange ("EDI"), provides for  customer orders to be  shipped from 24 to  72
hours  from the time of order receipt. The Company currently receives EDI orders
on a  worldwide basis,  including  its Singapore  and London  distributors.  The
Company's  integrated  and  automated distribution  system,  utilizing  bar code
scanning of merchandise, pick tickets and shipping cartons, together with  radio
frequency   communications,  provide  controlled,  accurate,  and  instantaneous
updates to the distribution information system.

The retail systems allow for rapid stock replenishment, concise  merchandise
planning,  and  inventory  accounting  and control  practices.  The  Company has
installed sophisticated  point-of-sale registers  in  Guess retail  and  factory
outlet  stores and is in  the process of installing  a computer network for such
stores that will  enable the Company  to track inventory  from store receipt  to
final sales.

WHOLESALE BACKLOG

The  Company maintains  a model  stock program  in its  basic denim products
under which Guess can  replenish a customer's inventory  within 48 hours.  Guess
generally  receives orders for its fashion apparel three to five months prior to
the time the products are delivered to  stores. The bulk of the fashion  product
orders  are received after test  markets for the Fall  and Spring seasons. As of
June 30, 1996, the Company  had unfilled wholesale orders, consisting  primarily
of orders for fashion apparel, of approximately $83.3 million, compared to $85.9
million  of such orders as of July  2, 1995. Guess expects to fill substantially
all of these orders in 1996. The  backlog of wholesale orders at any given  time
is  affected by a number of factors, including seasonality and the scheduling of
manufacturing and shipment of products. Accordingly, a comparison of backlogs of
wholesale orders from period to period is not necessarily meaningful and may not
be indicative of eventual actual shipments.

EMPLOYEES

Guess believes  that  its  employees  ("associates") are  one  of  its  most
valuable  resources.  As  of  March 31,  1996,  there  were  approximately 2,600
associates. Total associates include approximately 1,100 in wholesale operations
and approximately 1,500 in retail operations.

Guess is not a party to any  labor agreements and none of its associates  is
represented  by a labor  union. The Company considers  its relationship with its
associates to be good and has not experienced any interruption of its operations
due to labor  disputes. In  addition, the  Company was  among the  first in  the
apparel   industry  to  implement  a  program   to  monitor  the  compliance  of
subcontractors with Federal minimum wage and overtime pay requirements.

PROPERTIES

Certain information concerning  Guess's principal facilities,  all of  which
are leased, is set forth below:

APPROXIMATE AREA
LOCATION                                    USE                         IN SQUARE FEET
- -------------------------------  -----------------------------------------------  ----------------

1444 South Alameda Street        Principal executive and administrative offices,        514,000
Los Angeles, California          design facilities, sales offices, distribution
and warehouse facilities, production control,
sourcing
1385 Broadway                    Administrative offices, public relations,               30,000
New York, New York               showrooms
Kowloon, Hong Kong               Distribution, showrooms, licensing coordination          3,000
control
Milan, Italy                     Showrooms                                                1,800
Florence, Italy                  Administrative offices, design facilities,              17,200
production control, sourcing, retail,
distribution and warehouse facility

The   Company's  corporate,  wholesale  and   retail  headquarters  and  its
production, warehousing and distribution facilities are located in Los  Angeles,
California and consist of seven adjacent buildings totaling

40

approximately  514,000 square feet. Certain of  these facilities are leased from
limited partnerships in which the  sole partners are the Principal  Stockholders
pursuant  to leases that expire in July  2008. The total lease payments to these
limited partnerships  are  $208,000  per  month  with  aggregate  minimum  lease
commitments  at  December 31,  1995  totaling approximately  $32.7  million. See
"Certain Transactions."

In addition, Guess leases its  showrooms, advertising, licensing, sales  and
merchandising offices, remote warehousing facility and retail and factory outlet
store  locations  under non-cancelable  operating  lease agreements  expiring on
various dates through November 2007. These facilities are located principally in
the United States,  with aggregate  minimum lease commitments,  at December  31,
1995,  totaling approximately $135.8 million. The current terms of the Company's
store leases, including renewal options, expire as follows:

NUMBER
YEARS LEASE TERMS EXPIRE                                                                OF STORES
- ------------------------------------------------------------------------------------  -------------

1995-1997.........................................................................            3
1998-2000.........................................................................            9
2001-2003.........................................................................           22
2004-2006.........................................................................           65
2007-2009.........................................................................           11
2010-2012.........................................................................            2

Guess believes that  its existing  facilities are well  maintained, in  good
operating condition and are adequate to support its present level of operations.
See  "Certain Transactions." See Notes 8 and  9 of Notes to Financial Statements
for further information regarding current lease obligations.

ENVIRONMENTAL MATTERS

The Company is  subject to federal,  state and local  laws, regulations  and
ordinances  that  (i)  govern activities  or  operations that  may  have adverse
environmental effects (such as  emissions to air, discharges  to water, and  the
generation,  handling, storage  and disposal of  solid and  hazardous wastes) or
(ii) impose  liability  for  the costs  of  clean  up or  other  remediation  of
contaminated  property,  including  damages  from  spills,  disposals  or  other
releases of hazardous  substances or  wastes, in  certain circumstances  without
regard  to  fault. Certain  of the  Company's  operations routinely  involve the
handling of chemicals and wastes, some of  which are or may become regulated  as
hazardous  substances.  The Company  has not  incurred, and  does not  expect to
incur, any significant expenditures or liabilities for environmental matters. As
a result, the Company believes that its environmental obligations will not  have
a material adverse effect on its results of operations.

LITIGATION

Guess  is a party to various claims, complaints and other legal actions that
have arisen in the ordinary  course of business from  time to time. The  Company
believes  that the outcome  of all pending legal  proceedings, in the aggregate,
will not have a material adverse effect on the Company's financial condition  or
results of operations.

41

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The  following  table sets  forth  certain information  as  of July  1, 1996
concerning the directors and executive officers of the Company:

NAME               AGE                                       POSITION
- ---------------------      ---      ---------------------------------------------------------------------------

Maurice Marciano               47   Chairman of the Board and Chief Executive Officer
Paul Marciano                  44   President, Chief Operating Officer and Director
Armand Marciano                51   Senior Executive Vice President, Secretary and Director
Ken Duane                      39   President of Worldwide Sales -- Corporate
Roger Williams                 48   Executive Vice President and Chief Financial Officer
Andrea Weiss                   41   President of Retail Operations
Michael Wallen                 43   President, Retail Merchandising

Pursuant to  the Stockholders'  Agreement  described herein  under  "Certain
Transactions,"  the Principal Stockholders  have agreed to  vote their shares of
Common Stock to elect each of Maurice, Paul and Armand Marciano, or one designee
of any such person (if such designee shall be reasonably acceptable to the other
Principal Stockholders), to  the Board  of Directors. Maurice,  Paul and  Armand
Marciano are brothers. Maurice, Paul and Armand Marciano have worked together in
the fashion industry for the last 25 years.

MAURICE  MARCIANO, who was one  of the founders of  the Company in 1981, has
served as Chairman of the Board and Chief Executive Officer of the Company since
August 1993. Mr. Marciano had served as President of the Company from June  1990
to September 1992 and as Executive Vice President from 1981 until June 1990. Mr.
Marciano's  responsibilities include the design  direction of the Company, sales
and merchandising, manufacturing and production as well as financial aspects  of
the  Company. In addition, Mr. Marciano leads the marketing side of the business
with Mr. Paul Marciano. Mr.  Marciano has been a  Director of the Company  since
1981  (except for the period from January  1993 to May 1993). From February 1993
to May  1993,  Mr. Marciano  was  Chairman and  Chief  Executive Officer  and  a
Director of Pepe Clothing USA, Inc.

PAUL  MARCIANO joined the Company two months after its inception in 1981 and
has served as creative director for Guess advertising worldwide since that time.
He has served as President of the Company since September 1992 and as a Director
of the Company since 1990. Mr. Marciano's responsibilities have included  direct
supervisory  responsibility  for international  expansion, licensing,  the legal
department, MIS  and  developing the  Advertising  Department. Mr.  Marciano  is
recognized  for shaping the direction and  look of the Company's advertising and
creating the Company's signature image. Mr. Marciano served as Senior  Executive
Vice President of the Company from August 1990 to September 1992.

ARMAND  MARCIANO joined the  Company two months after  its inception in 1981
and has served as Senior Executive Vice President of the Company since  November
1992.  Mr.  Marciano has  direct  supervisory responsibility  for  the Company's
domestic retail  and  factory  outlet  stores.  In  addition,  Mr.  Marciano  is
responsible  for the manufacturing, distribution,  customer service and European
exports aspects of the business. Mr. Marciano has been a Director and  Secretary
of  the  Company since  1983. From  July 1988  to 1992,  Mr. Marciano  served as
Executive Vice President of the Company.

KEN DUANE joined the Company as President of Worldwide Sales -- Corporate in
June 1996. From  June 1990  to June  1996, Mr.  Duane served  as Executive  Vice
President Sales and Marketing for Nautica International. Mr. Duane had served as
a  Senior Vice  President Sales and  Marketing for Hugo  Boss International from
October 1985  to July  1990 and  prior to  that time  was a  Vice President  and
National Sales Manager for J. Schoeneman/Burberry's beginning June 1981.

ROGER  WILLIAMS has  been the Executive  Vice President  and Chief Financial
Officer of the Company since March 1994. From October 1992 to February 1994,  he
served  as Executive  Vice President  and Chief  Financial Officer  of The Donna
Karan  Company.  From  July  1990  to  October  1992,  he  was  Executive   Vice

42

President  --  Operations  and  Chief  Financial  Officer  of  Authentic Fitness
Corporation, a  company formed  in  1990 to  acquire  substantially all  of  the
Activewear  division  of Warnaco,  Inc., where  Mr.  Williams served  in various
capacities (ending with Senior Vice President and Chief Financial Officer)  from
May  1986 to June 1990. Since August 1994, Mr. Williams has served as a Director
of Nantucket Industries, Inc.

ANDREA WEISS joined Guess  as President of Retail  Operations for the  Guess
Retail and Factory Division in January 1996. Ms. Weiss was Senior Vice President
and  Director of Stores for Ann Taylor Stores and Ann Taylor Studio Shoe Stores,
and an officer  of Ann  Taylor Stores Corporation,  from July  1992 to  February
1996.  From March 1990 to July 1992,  she was Director of Merchandise Operations
for the Walt Disney World  Resort, a division of  The Walt Disney Company.  From
November 1987 to April 1990, she was Senior Vice President of Operations for the
Naragansett  Clothing Company, a  specialty women's apparel  retailer. Ms. Weiss
sits on the Board of Common Ground, a non-profit organization.

MICHAEL WALLEN has been President, Retail Merchandising since May 1995. From
October 1993 to April 1995, Mr. Wallen served as Executive Vice President of  G.
H.  Bass & Company, a division  of Phillips-Van Heusen Corporation. From January
1992 to August 1993, he served as  President of Merchandising of Macy's West,  a
division of R. H. Macy & Co., Inc. From January 1988 to January 1992, Mr. Wallen
served  as Senior Vice President of Macy's  California, Inc., a subsidiary of R.
H. Macy & Co., Inc. Mr. Wallen began  his professional career with R. H. Macy  &
Co., Inc. in New York and spent 19 years with the firm.

BOARD OF DIRECTORS

The Company's Board of Directors is currently comprised of Maurice, Paul and
Armand  Marciano.  Shortly  following  the consummation  of  the  Offerings, the
Company intends to appoint two directors who are neither officers nor  employees
of  the Company or its affiliates and, within one year following consummation of
the Offerings, to appoint an additional two such directors.

Upon the appointment  of the first  two additional directors,  the Board  of
Directors  will establish an  Audit Committee and  a Compensation Committee. The
Audit Committee will be responsible for  recommending to the Board of  Directors
the engagement of the independent auditors of the Company and reviewing with the
independent  auditors  the  scope  and  results  of  the  audits,  the  internal
accounting controls  of  the  Company,  audit  practices  and  the  professional
services  furnished by the independent auditors. The Compensation Committee will
be responsible for  reviewing and  approving all  compensation arrangements  for
officers of the Company, and will also be responsible for administering the 1996
Equity Plan.

The Company's Board of Directors is divided into three classes. Directors of
each  class will be  elected at the  annual meeting of  stockholders held in the
year in which  the term for  such class  expires and will  serve thereafter  for
three years. The first class, whose term will expire at the first annual meeting
after  the Offerings, currently  consists of Armand  Marciano; the second class,
whose term  will  expire at  the  second  annual meeting  after  the  Offerings,
currently consists of Paul Marciano; and the third class, whose term will expire
at  the third annual meeting after  the Offerings, currently consists of Maurice
Marciano. For  further information  on the  effect of  the classified  Board  of
Directors,   see  "Description  of  Capital  Stock  --  Certain  Certificate  of
Incorporation, Bylaws and Statutory Provisions Affecting Stockholders."

The General  Corporation  Law  of  the  State  of  Delaware  (the  "Delaware
Corporation  Law")  provides  that a  company  may indemnify  its  directors and
officers as  to  certain  liabilities. The  Company's  Restated  Certificate  of
Incorporation  and  Restated  Bylaws  provide  for  the  indemnification  of its
directors and officers to the fullest  extent permitted by law, and the  Company
intends  to  enter into  separate indemnification  agreements  with each  of its
directors and officers to effectuate these provisions and to purchase directors'
and  officers'  liability  insurance.  The  effect  of  such  provisions  is  to
indemnify, to the fullest extent permitted by law, the directors and officers of
the  Company against  all costs,  expenses and  liabilities incurred  by them in
connection with any  action, suit or  proceeding in which  they are involved  by
reason  of their affiliation with the Company. See "Description of Capital Stock
- --  Certain  Certificate  of  Incorporation,  Bylaws  and  Statutory  Provisions
Affecting Stockholders -- Director and Officer Indemnification."

43

COMPENSATION OF DIRECTORS

Directors  who  are employees  of the  Company  receive no  compensation for
serving on the Board  of Directors. It  is expected that  directors who are  not
employees  of the  Company will  receive an annual  retainer fee  of $15,000 for
their services and  attendance fees  of $1,000  per meeting.  All directors  are
reimbursed  for  expenses incurred  in connection  with  attendance at  board or
committee meetings.

In addition, pursuant to the Directors' Plan, each non-employee director  of
the  Company, upon  joining the Board  of Directors,  will receive non-qualified
options to purchase 10,000 shares of Common Stock and will receive non-qualified
options to purchase an additional 3,000 shares of Common Stock on the first  day
of each fiscal year thereafter. The exercise price of such options will be equal
to  85% of the fair market  value of the Common Stock  on the respective date of
grant, the term of the  options will be ten years,  and the options will  become
exercisable  in 25% installments on each of  the first four anniversaries of the
date of grant. See "-- 1996 Non-Employee Directors' Stock Option Plan."

EXECUTIVE COMPENSATION

The following  table  sets forth  each  component of  compensation  paid  or
awarded  to, or earned by, the Chief  Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer serving as
of December 31, 1995 (the "Named Executive Officers") for the fiscal years ended
December 31, 1993, 1994 and 1995.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
----------------------------------------------------------
OTHER ANNUAL           ALL OTHER
NAME AND PRINCIPAL POSITION         YEAR        SALARY        BONUS       COMPENSATION (1)     COMPENSATION (2)
- ------------------------------------  ---------  ------------  ------------  -------------------  -------------------

Maurice Marciano                           1995  $  2,000,000  $  1,200,000      $   378,230           $   2,250
Chairman of the Board and Chief           1994     2,000,000     1,950,000          438,990               2,250
Executive Officer (3)                     1993       653,846       728,097          --                    2,250
Paul Marciano                              1995     1,560,000       900,000          192,464               2,250
President and Chief Operating             1994     1,560,000     2,250,000          343,317               2,250
Officer                                   1993     1,560,000     3,700,485           33,302               2,250
Armand Marciano                            1995       742,306       900,000          202,512               2,250
Senior Executive Vice President           1994       600,000     1,800,000          278,041               2,250
1993       599,997     3,700,485           32,743               2,250
Roger Williams                             1995       450,000       --                30,620               2,250
Executive Vice President and Chief        1994       342,308       100,000          147,152              --
Financial Officer
Michael Wallen (4)                         1995       246,154        25,000           55,792              --
President, Retail Merchandising

- ------------------------

(1) Amounts of  1995 Other Annual  Compensation in  excess of 25%  of the  total
indicated  for such executive  officer include the  following: (i) $192,256,
$55,720 and $65,230 for transportation  for Maurice Marciano, Paul  Marciano
and  Armand Marciano,  respectively, (ii)  $179,000, $130,000,  $130,000 and
$18,400 for  life  insurance for  Maurice  Marciano, Paul  Marciano,  Armand
Marciano  and Roger Williams, respectively, and (iii) $55,701 for relocation
and other housing related expenses for Michael Wallen.
Amounts of 1994  Other Annual  Compensation in excess  of 25%  of the  total
indicated for such executive officer include the following: (i) $248,103 and
$89,012   for  transportation  for  Maurice   Marciano  and  Paul  Marciano,
respectively, (ii) $184,088,  $212,026 and $207,115  for life insurance  for
Maurice Marciano, Paul Marciano and Armand Marciano, respectively, and (iii)
$119,059  for  relocation  and  other  housing  related  expenses  for Roger
Williams.
Amounts of 1993  Other Annual  Compensation in excess  of 25%  of the  total
indicated  for  such  executive  officer  include  $33,302  and  $32,743 for
transportation for Paul Marciano and Armand Marciano, respectively.

(FOOTNOTES CONTINUE ON THE FOLLOWING PAGE)

44

(CONTINUED FROM PRIOR PAGE)

(2) Includes contributions to the Company's 401(k) Savings Plan dated January 1,
1992, by the Company for such executive officers.

(3) Mr. Marciano rejoined the Company in August 1993.

(4) Mr. Wallen joined the Company in May 1995.

EMPLOYMENT AGREEMENTS

The  Company  has  entered   into  individual  employment  agreements   (the
"Executive  Employment Agreements") with each of Maurice Marciano, Paul Marciano
and Armand  Marciano  (the "Executives").  The  initial term  of  the  Executive
Employment  Agreements begins  on the  date of  this Prospectus  (the "Effective
Date") and will terminate  on the third anniversary  of the Effective Date.  The
Executive Employment Agreements will automatically extend after the initial term
for  successive one-year terms, unless  notice not to extend  is given by either
party at least 90 days prior to the end of the then current term. The  Executive
Employment  Agreements provide for  an annual base  salary of $900,000, $900,000
and  $650,000  for  Maurice  Marciano,   Paul  Marciano  and  Armand   Marciano,
respectively, which may be increased based on annual reviews by the Compensation
Committee.  In addition, the Executive  Employment Agreements provide for annual
bonuses to be determined in accordance with the Company's Bonus Plan (as defined
below), with  a minimum  expected target  bonus equal  to 100%  of base  salary.
Commencing  on the expiration of the term of the Executive Employment Agreement,
or earlier should the  Executive Employment Agreement  be terminated other  than
due  to  the  Executive's  death  or for  cause  (as  defined  in  the Executive
Employment Agreements),  the  Company and  Maurice  Marciano, Paul  Marciano  or
Armand  Marciano, as  the case  may be,  will enter  into a  two-year consulting
agreement under which such Executive will render certain consulting services for
which the  Company will  pay  an annual  consulting fee  equal  to 50%  of  such
Executive's   annual  base  salary,  as  in  effect  immediately  prior  to  the
commencement of the consulting period.  In addition, each Executive is  entitled
to  certain fringe benefits, including access to aircraft leased or owned by the
Company and full  Company-paid health  and life  insurance for  himself and  his
immediate  family during  his lifetime. If  any of the  Executives is terminated
without cause or  resigns for  good reason  (as such  terms are  defined in  the
Executive  Employment Agreements), then such Executive will receive as severance
his then current base salary  and annual target bonus  for the remainder of  his
term  of  employment.  The  Executive  will  also  continue  to  participate  in
Company-sponsored health,  life insurance  and other  fringe benefit  plans  and
programs  during  the  severance  period.  Each  Executive  Employment Agreement
further provides that upon the death  or permanent disability of the  Executive,
such  Executive (or  his beneficiary)  will receive  a pro  rata portion  of his
annual target bonus  for the year  in which the  Executive's death or  permanent
disability  occurs.  The Executive  Employment  Agreements also  include certain
noncompetition, nonsolicitation and confidentiality provisions.

The Company entered into an employment agreement with Ken Duane, dated as of
May 14, 1996 (the "Duane Agreement"), pursuant to which Mr. Duane will serve  as
President  of Worldwide  Sales-Corporate for  a term  of three  years. Under the
Duane Agreement,  Mr.  Duane is  entitled  to (i)  a  base salary  of  $550,000,
$600,000  and  $650,000  in the  first,  second  and third  years  of  the term,
respectively; (ii) a guaranteed bonus of $250,000 in the first year of the term,
a performance bonus ranging from $100,000 to $300,000 in the second year of  the
term and a performance bonus ranging from $100,000 to $325,000 in the third year
of the term; and (iii) participation in various health, life insurance and other
fringe  benefit plans and programs maintained  by the Company. Immediately prior
to the Offerings, Mr. Duane will be granted nonqualified options to purchase  an
aggregate  of 104,705 shares of Common  Stock, consisting of options to purchase
69,807 shares at an exercise price of  $21.49 per share and options to  purchase
34,898  shares at an exercise price equal to the price per share at which shares
are sold in the Offerings. On the date of the Offerings, Mr. Duane will be fully
vested in options to purchase 34,898 shares  at an exercise price of $21.49  per
share.  On June 3, 1998,  Mr. Duane will be fully  vested in options to purchase
34,909 shares at an exercise price of $21.49 per share and on June 3, 1999,  Mr.
Duane will be fully vested in the remaining options to purchase 34,898 shares at
an  exercise price  equal to  the initial  public offering  price per  share. In
addition, Mr. Duane will  receive a cash  payment of $1.0  million prior to  the
Offerings. The Company does not anticipate recording any compensation expense in
connection with such options. If the Company terminates

45

Mr. Duane's employment other than for cause (as defined in the Duane Agreement),
he  will be entitled to the balance of the compensation described above, subject
to  mitigation.  The  Duane  Agreement  also  includes  certain  confidentiality
provisions.

The  Company's  employment  agreement  with  Roger  Williams  (the "Williams
Agreement"), pursuant to which Mr.  Williams serves as Executive Vice  President
and  Chief Financial Officer of the Company, expires on March 1, 1999. Under the
Williams Agreement, Mr.  Williams is entitled  to (i) a  base salary  (currently
$450,000  per year), subject to increase based upon an annual performance review
by the Board, (ii) an annual  performance bonus based upon the profitability  of
the  Company  of  up  to  50%  of  his  base  salary  for  such  year  and (iii)
participation in various health, life  insurance and other fringe benefit  plans
and  programs maintained by the Company. Immediately prior to the Offerings, Mr.
Williams will be granted nonqualified  stock options to purchase 200,000  shares
of  Common Stock  at an  exercise price equal  to the  price per  share at which
shares are sold in the Offerings. Portions of Mr. Williams's stock options  will
vest  and become exercisable  each February 28 from  1997 through 1999, becoming
fully exercisable as  of March 1,  1999. Certain termination  of employment  and
change  of control events set forth  in his employment agreement will accelerate
the vesting of his stock options or enable Mr. Williams to immediately  exercise
his  stock options  to the  extent then vested.  In addition,  if Mr. Williams's
employment is terminated by the Company other  than for cause, or if he  resigns
for  good reason (as such terms are  defined in the Williams Agreement), he will
be entitled (i) to receive a lump sum cash payment equal to the sum of his  base
salary  and his  performance bonus  for one  year and  (ii) to  continue for the
one-year period  following his  termination  to be  covered, together  with  his
spouse  and dependents, at the Company's  expense, under all medical, health and
accident insurance or  other such  health care arrangements  maintained for  his
benefit  immediately  prior  to  such  termination.  Mr.  Williams's  employment
agreement   also   includes   certain   noncompetition,   nonsolicitation    and
confidentiality provisions.

The  Company entered into  an employment agreement  with Andrea Weiss, dated
January 22, 1996 (the "Weiss Agreement"), pursuant to which Ms. Weiss will serve
as President of Retail Operations of the Company for a term of two years.  Under
the  Weiss Agreement,  Ms. Weiss  is entitled  to (i)  a base  salary (currently
$375,000 per year); (ii)  an annual performance bonus  ranging from $125,000  to
$325,000,  depending on the  performance of the Retail  Division of the Company;
and (iii)  participation in  various  health, life  insurance and  other  fringe
benefit  plans and programs maintained by the Company. The Company has an option
to extend the term of employment for an additional two years. Upon  consummation
of  the Offerings, Ms. Weiss will be  eligible to participate in the 1996 Equity
Plan at a  level commensurate with  her executive level  of employment. See  "--
1996  Equity Incentive  Plan." If  Ms. Weiss's  employment is  terminated by the
Company other than  for cause  at any  time during the  first two  years of  her
employment,  she will be entitled to the balance of her salary for the two years
plus up to an additional six months' salary.

1996 EQUITY INCENTIVE PLAN

Prior to the consummation of the Offerings, the Company intends to adopt the
1996 Equity Plan. The 1996 Equity Plan will be administered by the  Compensation
Committee  upon establishment thereof, and by the  Board prior to that time (the
"Committee"). The 1996 Equity Plan provides for the granting of incentive  stock
options  (within the meaning of Section 422  of the Code) and nonqualified stock
options, stock  appreciation rights,  restricted  stock, performance  units  and
performance  shares  (individually, an  "Award,"  or collectively,  "Awards") to
those officers,  and  other key  employees  and consultants  with  potential  to
contribute  to the future success of  the Company or its subsidiaries; PROVIDED,
that only employees may  be granted incentive stock  options. The Committee  has
discretion  to select  the persons  to whom Awards  will be  granted (from among
those eligible), to determine the type, size and terms and conditions applicable
to each  Award  and the  authority  to  interpret, construe  and  implement  the
provisions  of  the 1996  Equity  Plan; PROVIDED,  that  in accordance  with the
requirements under Section  162(m) of  the Code,  no participant  may receive  a
grant  of stock options or  stock appreciation rights with  respect to more than
500,000 shares of Common  Stock in any Plan  year. The Compensation  Committee's
decisions  are binding on the Company and persons eligible to participate in the
1996 Equity Plan and all  other persons having any  interest in the 1996  Equity
Plan.  It  is  presently  anticipated that  approximately  160  individuals will
initially participate in the 1996 Equity Plan.

46

The maximum number of shares of Common  Stock that may be subject to  Awards
under  the  1996 Equity  Plan, including  Awards  granted concurrently  with the
Offerings, is 4,500,000  shares, subject  to adjustment in  accordance with  the
terms  of the 1996 Equity  Plan. Common Stock issued  under the 1996 Equity Plan
may be either authorized but unissued shares, treasury shares or any combination
thereof. Any shares of Common Stock subject to an Award which lapses, expires or
is otherwise  terminated  prior  to  the issuance  of  such  shares  may  become
available for new Awards.

The  following table shows the dollar value and number of Options awarded to
the individuals and groups listed below pursuant to the 1996 Equity Plan:

NEW PLAN BENEFITS
1996 EQUITY INCENTIVE PLAN

DOLLAR
NAME                                                                            VALUE($)(1)     NUMBER OF OPTIONS
- ---------------------------------------------------------------------------  -----------------  ------------------

Maurice Marciano...........................................................         --                  --
Paul Marciano..............................................................         --                  --
Armand Marciano............................................................         --                  --
Roger Williams.............................................................         --                200,000(2)
Ken Duane..................................................................     $    35,602           104,705(2)
Andrea Weiss...............................................................         --                 75,000(3)
Michael Wallen.............................................................         --                 50,000(3)
Executive Group............................................................     $    35,602           429,705
Non-Employee Director Group................................................         --                  --
Non-Executive Officer Employee Group.......................................         --                777,700(3)

- ------------------------

(1) Represents the aggregate value of unexercised in-the-money options as of the
date of the grant, assuming an  initial public offering price of the  Common
Stock  of  $22.00  per  share. The  Company  does  not  anticipate recording
compensation expense relating to the grant of any such options.

(2) See  "-- Employment  Agreements"  above for  the  vesting schedule  of  such
options.

(3)  The date of grant of the options will be the date of the Offerings, and the
exercise price per share of such options will be the initial public offering
price of the Common Stock in the Offerings. Such options generally vest over
three or five-year periods, depending upon the employee's length of  service
with the Company.

Set forth below is a description of the types of Awards which may be granted
under the 1996 Equity Plan:

STOCK  OPTIONS.   Options (each, an  "Option") to purchase  shares of Common
Stock, which may  be nonqualified  or incentive  stock options,  may be  granted
under  the 1996 Equity Plan at an exercise price (the "Option Price") determined
by the Committee in its discretion, PROVIDED that the Option Price of  incentive
stock options may be no less than the fair market value of the underlying Common
Stock  on  the date  of grant  (110%  of fair  market value  in  the case  of an
incentive stock option granted to a ten percent shareholder).

Options will expire not later  than ten years after  the date on which  they
are  granted (five years in  the case of an incentive  stock option granted to a
ten percent shareholder). Options become exercisable  at such times and in  such
installments as determined by the Compensation Committee; PROVIDED that all such
Options will be fully exercisable within five years after the date on which they
are  granted, and such exercisability  may be based on  (i) length of service or
(ii) the attainment of performance goals established by the Committee;  PROVIDED
FURTHER that no Option granted before August 15, 1996 to a person who is subject
to  Section 16 of the Exchange Act may  be exercised within the first six months
following the date of grant. Subject to the preceding proviso, the Committee may
also accelerate  the time  or times  at  which any  or all  Options held  by  an
optionee  may be exercised. Payment of the Option  Price must be made in full at
the time  of exercise  in cash,  certified or  bank check,  or other  instrument
acceptable to the Committee. In the

47

discretion  of the  Committee, payment in  full or in  part may also  be made by
tendering to the Company shares of Common Stock having a fair market value equal
to the Option Price (or such portion thereof), by means of a "cashless exercise"
procedure to be  approved by the  Committee or by  withholding shares of  Common
Stock  that would otherwise have been issued  to the optionee in connection with
the exercise of an Option.

STOCK APPRECIATION RIGHTS.  A stock  appreciation right ("SAR") is an  Award
entitling  the recipient  to receive an  amount equal  to (or less  than, if the
Committee so determines  at the time  of grant)  the excess of  the fair  market
value of a share of Common Stock on the date of exercise over the exercise price
per  share specified for the  SAR, multiplied by the  number of shares of Common
Stock with respect to which the SAR  is then being exercised. An SAR granted  in
connection  with an Option  will be exercisable  to the extent  that the related
Option is exercisable. Upon  the exercise of  an SAR related  to an Option,  the
Option  related thereto will be cancelled to  the extent of the number of shares
covered by such exercise and such shares  will no longer be available for  grant
under  the 1996 Equity Plan. Upon the exercise of a related Option, the SAR will
be cancelled automatically to the extent of the number of shares covered by  the
exercise  of the Option. SARs unrelated to an Option will contain such terms and
conditions as  to exercisability,  vesting  and duration  as the  Committee  may
determine,  but such duration will not be  greater than ten years. The Committee
may accelerate the period for the exercise  of an SAR. Payment upon exercise  of
an  SAR will be  made, at the election  of the Committee, in  cash, in shares of
Common Stock or a combination thereof. In no event shall an SAR granted prior to
August 15, 1996 be exercisable within the  first six months after the date  such
SAR is granted, or in the case of an SAR granted prior to August 15, 1996 and in
tandem  with a Stock Option, within the first six months after the date of grant
of the related stock option.

The Committee may grant limited stock appreciation rights (an "LSAR")  under
the  1996 Equity Plan. An  LSAR is an SAR which  becomes exercisable only in the
event of a "change in control" (as defined below). Any such LSAR will be settled
solely in cash. An LSAR must be  exercised within the 30-day period following  a
change in control.

RESTRICTED  STOCK.  An Award of  restricted stock ("Restricted Stock") is an
Award of Common  Stock which is  subject to such  restrictions as the  Committee
deems  appropriate,  including  forfeiture conditions  and  restrictions against
transfer for a  period specified by  the Committee. With  respect to  Restricted
Stock  Awards made prior to August 15, 1996, a participant may not sell, assign,
transfer, pledge or  otherwise dispose  of such an  Award during  the six  month
period  commencing on  the date  of the  Award. Restricted  Stock Awards  may be
granted under the 1996 Equity Plan for or without consideration. Restrictions on
Restricted Stock may  lapse in  installments based  on factors  selected by  the
Committee.  The Committee, in  its sole discretion, may  waive or accelerate the
lapsing of restrictions  in whole or  in part.  Prior to the  expiration of  the
restricted  period, except as otherwise provided by the Committee, a grantee who
has received a Restricted  Stock Award has  the rights of  a shareholder of  the
Company, including the right to vote and to receive cash dividends on the shares
subject to the Award. Stock dividends issued with respect to shares covered by a
Restricted Stock Award will be treated as additional shares under such Award and
will  be subject to  the same restrictions  and other terms  and conditions that
apply to the shares with respect to which such dividends are issued.

PERFORMANCE SHARES;  PERFORMANCE  UNITS.    A  performance  share  Award  (a
"Performance  Share")  is  an Award  which  represents  the right  to  receive a
specified number  of  shares  of  Common  Stock  upon  satisfaction  of  certain
specified  performance criteria, subject  to such other  terms and conditions as
the Committee deems appropriate. A performance unit (a "Performance Unit") is an
Award of a number of units entitling the recipient to receive an amount equal to
(or less than, if the Committee so  determines at the time of grant) the  excess
of  the fair market value of  a share of Common Stock  on the relevant date over
the price per share specified for the Performance Unit, multiplied by the number
of Units, upon satisfaction of  certain specified performance criteria,  subject
to  such  other  terms  and  conditions  as  the  Committee  deems  appropriate.
Performance objectives will  be established  before, or as  soon as  practicable
after, the commencement of the performance period (the "Performance Period") and
may  be based  on net  earnings, operating  earnings or  income, absolute and/or
relative return on  equity or  assets, earnings  per share,  cash flow,  pre-tax
profits,  earnings growth,  revenue growth,  comparisons to  peer companies, any
combination of the  foregoing and/or such  other measures, including  individual
measures of performance, as the Committee deems

48

appropriate.  Prior to the  end of a  Performance Period, the  Committee, in its
discretion and only under  conditions which do not  affect the deductibility  of
compensation  attributable to  Performance Shares  or Performance  Units, as the
case may  be, under  Section 162(m)  of  the Code,  may adjust  the  performance
objectives  to reflect an  event which may materially  affect the performance of
the Company, a subsidiary or a  division, including, but not limited to,  market
conditions  or  a  significant acquisition  or  disposition of  assets  or other
property by the  Company, a  subsidiary or  a division.  The extent  to which  a
grantee  is entitled to payment in settlement  of a Performance Share Award or a
Performance Unit Award at the end  of the Performance Period will be  determined
by  the  Committee, in  its sole  discretion, based  on whether  the performance
criteria have been met.

Payment in settlement  of a Performance  Share Award or  a Performance  Unit
Award  will  be  made as  soon  as practicable  following  the last  day  of the
Performance Period, or  at such other  time as the  Committee may determine,  in
shares of Common Stock or cash, respectively.

ADDITIONAL  INFORMATION.  Under the 1996 Equity Plan, if there is any change
in the  outstanding shares  of Common  Stock by  reason of  any stock  dividend,
recapitalization, merger, consolidation, stock split, combination or exchange of
shares or other form of reorganization, or any other change involving the Common
Stock,  such  proportionate  adjustments  as  may  be  necessary  (in  the  form
determined by the  Committee) to  reflect such change  will be  made to  prevent
dilution or enlargement of rights with respect to the aggregate number of shares
of  Common Stock for  which Awards in  respect thereof may  be granted under the
1996 Equity  Plan,  the  number  of  shares of  Common  Stock  covered  by  each
outstanding  Award and  the price  per share  in respect  thereof. Generally, an
individual's  rights  under  the  1996  Equity  Plan  may  not  be  assigned  or
transferred (except in the event of death).

In  the  event  of a  change  in control  and  except as  the  Committee (as
constituted prior to such  change in control)  may expressly provide  otherwise:
(i) all Options or SARs then outstanding will become fully exercisable as of the
date  of  the change  in  control, whether  or  not then  exercisable;  (ii) all
restrictions and conditions of all Restricted Stock Awards then outstanding will
lapse as of  the date  of the  change in  control; (iii)  all Performance  Share
Awards  and Performance Unit Awards will be  deemed to have been fully earned as
of the date of the change in control and (iv) in the case of a change in control
involving a merger  of, or  consolidation involving,  the Company  in which  the
Company  is (A)  not the surviving  corporation (the "Surviving  Entity") or (B)
becomes a wholly owned subsidiary of  the Surviving Entity or a parent  thereof,
each outstanding Option granted under the Plan and not exercised (a "Predecessor
Option")  will be  converted into an  option (a "Substitute  Option") to acquire
common stock of the Surviving Entity or its parent, which Substitute Option will
have substantially the same terms and conditions as the Predecessor Option, with
appropriate adjustments as to the number and kind of shares and exercise prices.
The above notwithstanding, any Award granted before August 15, 1996 to a  person
who  is subject to  Section 16 of  the Exchange Act  and within six  months of a
change in control  will not be  afforded any such  acceleration as to  exercise,
vesting  and payment  rights or  lapsing as  to conditions  or restrictions. For
purposes of the 1996 Equity Plan and the Directors' Plan, a "change in  control"
shall  have  occurred when  (A)  any person  or  "group" within  the  meaning of
Sections 13(d) or 14(d)(2)  of the Securities Exchange  Act of 1934, as  amended
(the "Exchange Act") (other than (x) the Company, any subsidiary of the Company,
any employee benefit plan of the Company or of any subsidiary of the Company, or
any  person or entity organized, appointed or  established by the Company or any
subsidiary of the Company for or pursuant to the terms of any such plans or  (y)
Maurice  Marciano, Paul  Marciano or Armand  Marciano, any  trust established in
whole or in part for the benefit of one or more of them or their family members,
or any other entity controlled by one  or more of them), alone or together  with
its  affiliates  and  associates (collectively,  an  "Acquiring  Person"), shall
become the beneficial owner of  20% or more of  either (i) the then  outstanding
shares  of Common Stock or (ii) the  combined voting power of the Company's then
outstanding voting securities (except pursuant  to an offer for all  outstanding
shares  of Common  Stock at  a price  and upon  such terms  and conditions  as a
majority of the Continuing Directors (as  defined below) determine to be in  the
best  interests of  the Company  and its  shareholders (other  than an Acquiring
Person on whose behalf the offer is  being made)), (B) during any period of  two
consecutive  years, individuals who  at the beginning  of such period constitute
the Board of  Directors and any  new director (other  than a director  who is  a
representative or nominee of an Acquiring Person) whose election by the Board of
Directors or nomination for election by the

49

Company's  shareholders was  approved by a  vote of  at least a  majority of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination  for election was previously so  approved
(collectively,  the "Continuing Directors"), no  longer constitute a majority of
the Board of Directors, (C) the shareholders of the Company approve a merger  or
consolidation  of the Company with any other corporation, other than a merger or
consolidation which  would  result  in  the voting  securities  of  the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining outstanding  or  by being  converted  into voting  securities  of  the
Surviving  Entity or a parent thereof) at least 80% of the combined voting power
of the voting securities  of the Company  or such Surviving  Entity or a  parent
thereof  outstanding immediately after such merger  or consolidation; or (D) the
shareholders of  the Company  approve a  plan of  reorganization (other  than  a
reorganization  under the United States Bankruptcy Code) or complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's  assets; PROVIDED, HOWEVER, that a  change
in  control shall not be deemed  to have occurred in the  event of (x) a sale or
conveyance in which the Company continues as  a holding company of an entity  or
entities  that conduct  all or substantially  all of the  business or businesses
formerly conducted by  the Company  or (y)  any transaction  undertaken for  the
purpose  of reincorporating the Company under  the laws of another jurisdiction,
if such transaction does not materially  affect the beneficial ownership of  the
Company's capital stock.

The  1996 Equity Plan will remain in effect until terminated by the Board of
Directors  and  thereafter  until  all  Awards  granted  thereunder  are  either
satisfied  by the issuance of  shares of Common Stock or  the payment of cash or
terminated pursuant to  the terms of  the 1996  Equity Plan or  under any  Award
agreements.  Notwithstanding the foregoing,  no Awards may  be granted under the
1996 Equity Plan after the tenth anniversary  of the effective date of the  1996
Equity  Plan. The Board of Directors may  at any time terminate, modify, suspend
or amend  the 1996  Equity  Plan; PROVIDED,  HOWEVER,  that no  such  amendment,
modification,  suspension or termination  may adversely affect  an optionee's or
grantee's rights under any Award theretofore granted under the 1996 Equity Plan,
except with the consent of  such optionee or grantee,  and no such amendment  or
modification  will be  effective unless  and until the  same is  approved by the
shareholders of  the Company  where  such shareholder  approval is  required  to
comply  with Rule 16b-3 under  the Exchange Act, Section  162(m) of the Code, or
other applicable law,  regulation or  Nasdaq National Market  or stock  exchange
rule.

CERTAIN  FEDERAL INCOME TAX CONSEQUENCES OF OPTIONS.  Certain of the Federal
income tax consequences to  optionees and the Company  of Options granted  under
the 1996 Equity Plan should generally be as set forth in the following summary.

An  employee to whom an incentive stock option ("ISO") which qualifies under
Section 422 of  the Code is  granted will not  recognize income at  the time  of
grant  or exercise  of such Option.  However, upon  the exercise of  an ISO, any
excess in  the fair  market price  of the  Common Stock  over the  Option  Price
constitutes  a  tax  preference  item which  may  have  alternative  minimum tax
consequences for the employee. If the  employee sells such shares more than  one
year after the date of transfer of such shares and more than two years after the
date  of grant of  such ISO, the  employee will generally  recognize a long-term
capital gain or loss equal to the difference, if any, between the sale prices of
such shares and the Option Price. The Company will not be entitled to a  federal
income tax deduction in connection with the grant or exercise of the ISO. If the
employee  does not hold such  shares for the required  period, when the employee
sells such shares, the employee will recognize ordinary compensation income  and
possibly capital gain or loss (long-term or short-term, depending on the holding
period  of the stock sold) in such amounts as are prescribed by the Code and the
regulations thereunder and the Company will  generally be entitled to a  Federal
income  tax  deduction  in  the  amount  of  such  ordinary  compensation income
recognized by the employee.

An employee to whom a nonqualified stock option ("NSO") is granted will  not
recognize  income  at the  time  of grant  of  such Option.  When  such employee
exercises such NSO,  the employee  will recognize  ordinary compensation  income
equal  to the excess, if any, of the fair market value, as of the date of Option
exercise, of the shares the employee receives upon such exercise over the Option
Price paid. The tax basis of such shares  to such employee will be equal to  the
Option  Price paid plus the  amount, if any, includible  in the employee's gross
income, and the employee's holding period  for such shares will commence on  the
date  on which the employee recognizes taxable income in respect of such shares.
Gain or loss upon a subsequent sale

50

of any Common Stock received upon the exercise of a NSO generally would be taxed
as capital gain  or loss (long-term  or short-term, depending  upon the  holding
period of the stock sold). Certain additional rules apply if the Option Price is
paid  in shares previously  owned by the participant.  Subject to the applicable
provisions of the Code and regulations thereunder, the Company will generally be
entitled to a  Federal income tax  deduction in respect  of a NSO  in an  amount
equal  to  the ordinary  compensation income  recognized  by the  employee. This
deduction will, in general, be  allowed for the taxable  year of the Company  in
which the participant recognizes such ordinary income.

1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Prior to the consummation of the Offerings, the Company intends to adopt the
Directors'  Plan. The purposes of the Directors'  Plan are to attract and retain
as non-employee  directors individuals  with superior  training, experience  and
ability  and to provide additional incentives to such individuals by giving them
an opportunity to participate in the  ownership of Common Stock of the  Company.
All  directors who are not employees of  the Company are eligible to participate
in the  Directors' Plan.  It is  presently anticipated  that approximately  four
individuals will participate in the Directors' Plan.

Under  the Directors' Plan, any person who is not an employee of the Company
and who becomes a  director either on  or after the date  of the Offerings  will
receive  a non-qualified  option (a  "Non-Qualified Option")  to purchase 10,000
shares of Common Stock on the date he or she becomes a director. In addition, on
the first business day of each fiscal year of the Company, commencing January 1,
1997, while the Directors' Plan is in effect (each, an "Eligibility Date"), each
non-employee director who has not  been an employee of  the Company at any  time
during  the  previous  twelve  months will  receive  a  Non-Qualified  Option to
purchase 3,000 shares of Common Stock.

The aggregate number of shares of Common Stock that may be issued under  the
Directors'  Plan is 500,000, subject to  adjustment in accordance with the terms
of the Directors'  Plan. Common Stock  issued under the  Directors' Plan may  be
either authorized but unissued shares, treasury shares or a combination thereof.
Any  shares  of Common  Stock subject  to a  Non-Qualified Option  which lapses,
expires or  is otherwise  terminated without  the issuance  of such  shares  may
become available for new awards.

All  Non-Qualified Options granted  under the Directors'  Plan will vest and
become exercisable in 25% installments in  each of the first four  anniversaries
of  the  date of  grant;  PROVIDED that  the  participant may  not  exercise any
Non-Qualified Option as to less than 100 shares at any one time or, if the total
remaining number of shares is less  than 100, the participant must exercise  the
entire  remaining shares  covered by the  Non-Qualified Option.  However, in the
event of a  "change in control"  of the Company,  (i) all Non-Qualified  Options
then  outstanding will become fully exercisable and (ii) in the case of a change
in control involving  a merger of,  or consolidation involving,  the Company  in
which  the Company is (A) not the Surviving Entity or (B) becomes a wholly owned
subsidiary of  the Surviving  Entity  or any  parent thereof,  each  Predecessor
Option will be converted into a Substitute Option to acquire common stock of the
Surviving  Entity or its parent, which Substitute Option will have substantially
the same  terms  and conditions  as  the Predecessor  Option,  with  appropriate
adjustments  as to the  number and kind  of shares and  exercise prices. See "--
1996 Equity Incentive Plan --  Additional Information" above for the  definition
of  "change in control." In addition, if  there is any change in the outstanding
shares of  Common  Stock by  reason  of any  stock  dividend,  recapitalization,
merger,  consolidation, stock split, combination or  exchange of shares or other
form of reorganization,  or any other  change involving the  Common Stock,  such
proportionate  adjustments as  may be necessary  (in the form  determined by the
Board) to reflect such change will be made to prevent dilution or enlargement of
rights with regard to the aggregate number  of shares of Common Stock for  which
Non-Qualified  Options in  respect thereof may  be granted  under the Directors'
Plan, the  number  of  shares  of  Common  Stock  covered  by  each  outstanding
Non-Qualified Option and the price per share in respect thereof.

The  price  of the  shares  of Common  Stock  purchased upon  exercise  of a
Non-Qualified Option will be equal to 85% of the fair market value of the Common
Stock subject to such Non-Qualified Option as of the date of grant. The exercise
price must be paid in  full at the time of  exercise in cash, certified or  bank
check,  or  other  instrument  acceptable  to the  Board  of  Directors.  In the
discretion of  the Board,  payment  in full  or  in part  may  also be  made  by
tendering  to the  Company shares  of Common  Stock having  a fair  market value

51

equal to the exercise price (or such  portion thereof), by means of a  "cashless
exercise"  procedure to be approved by the  Board of Directors or by withholding
shares of Common  Stock that would  otherwise have been  issued to the  optionee
upon  the  exercise  of the  Non-Qualified  Option.  The Company  may  also loan
optionees sufficient funds to exercise any Non-Qualified Option.

ADDITIONAL INFORMATION.   Non-Qualified  Options granted  or to  be  granted
under the Directors' Plan are nontransferable. Each Non-Qualified Option granted
will  expire ten years from the date of grant and cannot be exercised after that
time. In addition, if any participant ceases to be an eligible director for  any
reason  other than  death or disability,  any Non-Qualified Option  held by such
participant may thereafter be exercised, to the extent it was exercisable at the
time of termination, for a period of six months from the time of termination  or
the expiration of the stated term of such Non-Qualified Option, whichever period
is  shorter;  PROVIDED,  HOWEVER,  that if  such  participant  dies  within such
six-month period, any unexercised Non-Qualified Options held by such participant
will be exercisable,  to the  extent exercisable  at the  time of  death, for  a
period  of one year from the  date of such death or  until the expiration of the
stated term of any  such Non-Qualified Option, whichever  period is shorter.  If
any  participant  ceases  to be  an  eligible  director by  reason  of  death or
disability, any Non-Qualified Option held by such participant may thereafter  be
exercised,  to the extent it  was exercisable at the  time of termination, for a
period of one year from the date of such termination or until the expiration  of
the  stated  term of  such Non-Qualified  Option,  whichever period  is shorter;
PROVIDED, that  if a  participant  who is  disabled  dies within  such  one-year
period,  any  unexercised Non-Qualified  Option  held by  such  participant will
thereafter be  exercisable, to  the extent  it was  exercisable at  the time  of
death,  for  a period  of one  year from  the date  of such  death or  until the
expiration of the stated term of such Non-Qualified Option, whichever period  is
shorter.

Unless  it is terminated at  an earlier date by  the Board of Directors, the
Directors' Plan shall terminate ten  years after the date Non-Qualified  Options
are first granted under the Directors' Plan.

The  Board of  Directors has full  and exclusive  discretionary authority to
revise administrative rules  and guidelines  governing the  Directors' Plan,  to
interpret  the terms of the Directors'  Plan and related agreements, to delegate
its responsibility and  authority under  the Directors' Plan,  and to  generally
supervise  the administration of the Directors'  Plan. In addition, the Board of
Directors may amend, alter,  suspend or discontinue the  Directors' Plan at  any
time;  PROVIDED, that the Board of Directors may not act to impair the rights of
plan participants pursuant to Non-Qualified Options previously granted under the
Directors' Plan  without  the  optionee's  consent.  No  amendment,  alteration,
suspension  or  termination  will be  effective  unless  and until  the  same is
approved by the shareholders of the  Company where such shareholder approval  is
required to comply with applicable law.

CERTAIN  FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED OPTIONS.  Although
no Federal  income  tax  liability  accrues  to a  participant  at  the  time  a
Non-Qualified  Option  is  granted,  the  participant  must  recognize  ordinary
compensation income in the year in  which the Non-Qualified Option is  exercised
equal  to the amount by  which the fair market value  of the purchased shares on
the date of exercise exceeds the exercise price. The tax basis of such shares to
such participant  will be  equal to  the  exercise price  paid plus  the  amount
includible  in  the participant's  gross income,  and the  participant's holding
period for  such shares  will commence  on  the date  on which  the  participant
recognizes  taxable  income in  respect  of such  shares.  Gain or  loss  upon a
subsequent  sale  of  any  Common  Stock   received  upon  the  exercise  of   a
Non-Qualified Option generally would be taxed as capital gain or loss (long-term
or  short-term, depending  upon the holding  period of the  stock sold). Certain
additional rules apply if the exercise price for a Non-Qualified Option is  paid
in shares previously owned by the participant.

Subject to the applicable provisions of the Code and regulations thereunder,
the  Company will generally be entitled to  an income tax deduction equal to the
amount of ordinary compensation income the participant recognizes in  connection
with  the exercise of any Non-Qualified  Option. The deduction will, in general,
be allowed  for  the  taxable year  of  the  Company in  which  the  participant
recognizes such ordinary compensation income.

ANNUAL INCENTIVE BONUS PLAN

Prior  to the consummation of the Offerings, the Company intends to adopt an
Annual Incentive Bonus Plan (the "Bonus Plan") which will be administered by the
Compensation Committee after the Offerings.

52

Participation is based upon individual  selection by the Compensation  Committee
from among key employees who, in the judgment of the Compensation Committee, are
in a position to have a significant impact on the performance of the Company. It
is  anticipated that approximately 100 individuals will participate in the Bonus
Plan. Awards  are  based  upon  the extent  to  which  the  Company's  financial
performance  (in terms  of net earnings,  operating income,  earnings per share,
cash flow, absolute and/or relative return on equity or assets, pre-tax profits,
earning growth, revenue growth, comparison to peer companies, any combination of
the  foregoing  and/or  other  appropriate  measures  in  such  manner  as   the
Compensation  Committee deems appropriate)  during the year  has met or exceeded
certain  performance  goals  specified  by  the  Compensation  Committee.   Some
performance  goals applicable to participants may include elements which specify
individual achievement objectives directly related to such individual's areas of
responsibility. In determining  whether performance goals  have been  satisfied,
the Compensation Committee in its discretion may direct that adjustments be made
to  the performance goals or actual financial performance as reported to reflect
extraordinary changes  that  have occurred  during  the year.  The  Compensation
Committee  may  alternatively  grant  a  discretionary  bonus.  In  the  event a
participant terminates employment  prior to  the end of  a year  for any  reason
other  than disability, retirement or death, no  award under the Bonus Plan will
be paid for such year unless otherwise determined by the Compensation  Committee
in  its  sole  discretion. If  employment  terminates by  reason  of disability,
retirement or death,  the participant  will be entitled  to receive  a PRO  RATA
award.

Because  the performance  goals under the  Bonus Plan are  determined by the
Compensation Committee in its  discretion, it is not  possible to determine  the
benefits  and amounts  that will  be received  by any  individual participant or
group of participants in the future.

The Board of Directors may terminate,  modify or suspend the Bonus Plan,  in
whole or in part, at any time; provided that no such termination or modification
may impair any rights which may have accrued under such Plan.

401(K) SAVINGS PLAN

On  January 1, 1992, the  Company established the Guess  ? Inc. Savings Plan
(the "Savings Plan") under Section 401(k)  of the Code. Under the Savings  Plan,
associates  may contribute up to  15% of their compensation  per year subject to
the elective limits  as defined by  guidelines of the  Internal Revenue  Service
(the  "IRS") and the Company  may make matching contributions  in amounts not to
exceed 1.5% of the associates' annual compensation. The Company's  contributions
to  the Savings  Plan during the  years ended  December 31, 1993,  1994 and 1995
aggregated $221,000, $213,000 and  $261,000, respectively. Contributions to  the
Savings  Plan  during  the six  months  ended July  2,  1995 and  June  30, 1996
aggregated $132,000 and $134,000, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a  Compensation Committee during 1995, but each  of
Maurice,  Paul and  Armand Marciano  (each of whom  also served  as an executive
officer of the  Company during  1995) participated  in deliberations  concerning
executive   compensation.  See  "Certain  Transactions"  immediately  below  for
information regarding related-party transactions involving each of Maurice, Paul
and Armand Marciano.

53

CERTAIN TRANSACTIONS

The Company is engaged in various transactions with entities affiliated with
the Marciano Trusts and the  other Principal Stockholders. The Company  believes
that  each of the transactions discussed below was entered into on terms no less
favorable to the  Company than  could have  been obtained  from an  unaffiliated
third party.

LICENSE ARRANGEMENTS AND LICENSEE TRANSACTIONS

On  January 1,  1995, the  Company entered  into a  licensing agreement with
Charles David of California ("Charles  David"). This new agreement superseded  a
prior  license agreement dated September  28, 1990 and amended  in May 1993. The
Marciano Trusts and Nathalie Marciano (the spouse of Maurice Marciano)  together
own 50% of Charles David, and the remaining 50% is owned by the father-in-law of
Maurice  Marciano.  The license  agreement grants  Charles  David the  rights to
manufacture worldwide and distribute worldwide (except Japan) men's, women's and
some children's leather and rubber footwear, excluding athletic footwear,  which
bear  the GUESS logo and trademark. The  license also includes related shoe care
products and  accessories. Gross  royalties  earned by  the Company  under  such
license  agreement for the fiscal years ended  December 31, 1993, 1994 and 1995,
and for the six months ended June 30, 1996, was $1.7 million, $1.9 million, $2.1
million and $858,000, respectively. In the same respective periods, the  Company
purchased  $3.7 million, $4.8 million, $6.4 million and $2.7 million of products
from Charles David for resale in the Company's retail stores.

On September 1, 1994,  the Company entered into  a licensing agreement  with
California  Sunshine Active Wear, Inc.  ("California Sunshine"), granting it the
rights to manufacture and distribute certain men's and women's activewear, which
bear the GUESS  logo and trademark,  in the United  States. The Marciano  Trusts
together  own 51% of California Sunshine.  Gross royalties earned by the Company
under such license agreement  for the fiscal years  ended December 31, 1994  and
1995, and for the six months ended June 30, 1996, was $0, $342,000 and $350,000,
respectively. In the same respective periods, the Company purchased $0, $254,000
and  $332,000 of products  from California Sunshine for  resale in the Company's
retail stores.

Effective January 1, 1995,  the Company entered  into a licensing  agreement
with  Guess Italia, S.r.l. ("Guess Italia"),  granting it the exclusive right in
Italy and  non-exclusive right  in  other parts  of  Europe to  manufacture  and
distribute  men's and women's  apparel and accessories that  bear the GUESS logo
and trademark. Guess  Italia is owned  79% by  the Company and  21% by  Marciano
International,  a company  wholly owned  by the  Marciano Trusts  that is  to be
merged into the Company as part of the Reorganization. Gross royalties earned by
the Company under such license agreement for the fiscal year ended December  31,
1995  and for  the six  months ended  June 30,  1996 was  $505,000 and $266,000,
respectively. During 1993, 1994 and 1995 and the six months ended June 30, 1996,
the Company  purchased $0,  $0, $511,000  and $251,000  of products  from  Guess
Italia  for resale in  the retail division's  stores. The Company  sold $0, $1.1
million, $411,000 and  $94,000 of products  to Guess Italia  during 1993,  1994,
1995  and the six months ended June 30, 1996, respectively. The Company will pay
the Marciano Trusts an  aggregate of $300,000 in  connection with the merger  of
Marciano International into the Company.

During  1993 and 1994, the Company made advances to Guess Italia of $193,000
and  $989,000,  respectively.  These  advances  were  subsequently  recorded  as
additional paid-in capital.

On  December 1,  1992, the Company  entered into a  licensing agreement with
Nantucket Industries, Inc.  ("Nantucket Industries")  granting it  the right  to
distribute  and manufacture  men's and women's  innerwear, which  bear the GUESS
logo and trademark, in the United States. The Marciano Trusts together own  8.9%
of  Nantucket  Industries.  Gross royalties  earned  by the  Company  under such
license agreement for the fiscal years  ended December 31, 1993, 1994 and  1995,
and  for the six months ended June 30, 1996, was $47,000, $214,000, $264,000 and
$157,000, respectively. In  the same respective  periods, the Company  purchased
$23,000,  $201,000, $505,000 and $313,000  of products from Nantucket Industries
for resale in the Company's retail stores.

54

PURCHASING AGENCY AGREEMENT

On May 3, 1994, the Company entered  into an agreement with Ranche to  serve
as  a non-exclusive buying agent  for the Company in  Hong Kong, which agreement
was terminated in the first quarter of 1996 when certain of Ranche's assets were
transferred to  Newtimes Guess  Ltd., a  Hong Kong  corporation ("Newtimes")  in
which  the Marciano Trusts,  through their ownership  of Marciano International,
and the Company hold indirect ownership interests of 25% and 25%,  respectively.
Ranche  is currently a wholly owned subsidiary of GEBV. In the fiscal year ended
December 31, 1995,  and in the  six months  ended June 30,  1996, Ranche  earned
commission  income from the Company of  $1.3 million and $192,000, respectively,
in connection  with supplying  product.  In addition,  Ranche operates  under  a
licensing  arrangement to  distribute product to  authorized distributors. Gross
royalties earned by  the Company under  such license for  the fiscal year  ended
December  31, 1995, and for the six months ended June 30, 1996, was $240,000 and
$133,000, respectively.

In February 1996, the  Company entered into a  buying agency agreement  with
Newtimes.  Pursuant to  such agreement, the  Company pays  Newtimes a commission
based upon the price of all raw materials purchased for the Company by Newtimes.
As of June  30, 1996,  the Company had  paid Newtimes  aggregate commissions  of
$186,000.  In connection with the  Reorganization, the Marciano Trusts' indirect
interest in Newtimes will be transferred to the Company.

SALE/LEASEBACK TRANSACTION

On July 29, 1992, the Company  sold its corporate and distribution  facility
in Los Angeles to a limited partnership in which the sole partners were the then
existing  stockholders under a sale/leaseback arrangement. The facility was sold
for $24 million,  of which  $13 million  was received  in cash  upon closing  of
escrow. The balance of $11 million was paid by issuance of a promissory note due
in  July 1994.  The note  was repaid in  February 1993.  The limited partnership
obtained additional financing for  its purchase of the  facility through a  loan
from   an  institutional  third  party  lender.  The  loan  is  secured  by  the
partnership's interest  in the  facility  and in  the  lease with  the  Company.
Pursuant  to  the lease,  the Company  has agreed  to indemnify  the partnership
against certain losses  that may be  incurred in connection  with such loan.  In
August  1993, the partnership acquired and retired Georges Marciano's beneficial
interest in  such  partnership,  and  the  corporate  general  partner  in  such
partnership  redeemed Georges  Marciano's beneficial  interest in  the corporate
general partner.

LEASES

The Company leases  warehouse and administrative  facilities and one  retail
administrative  facility from partnerships affiliated  with the Marciano Trusts.
The leases will expire in July 2008. Aggregate lease payments under such  leases
for  the fiscal years ended December 31, 1993,  1994 and 1995 and the fiscal six
months ended June  30, 1996 were  $2.1 million, $2.6  million, $2.8 million  and
$1.3 million, respectively.

LOANS TO EXECUTIVE OFFICERS

In  1995, the  Company loaned Mr.  Wallen the  sum of $200,000  at an annual
interest rate of  7% in connection  with certain moving  expenses. This loan  is
scheduled  to be repaid on August 31, 1999, with interest on the loan payable in
four annual  installments  commencing August  31,  1996.  If Mr.  Wallen  is  an
employee in good standing on August 31, 1996, the first interest payment will be
waived.

In  1994, the Company loaned Mr. Williams  the sum of $400,000 in connection
with certain moving expenses. The loan has been repaid in full.

OTHER TRANSACTION

On December  31, 1993,  the  Company wrote  off  a current  note  receivable
(including  accrued interest) in the amount  of $521,000 from G&C Entertainment,
Inc.  ("G&C"),  a  corporation  engaged  in  television  and  record  production
development.  The Company acquired its 51% interest  in equity of G&C in January
1993 from trusts for the benefit of Georges Marciano and Paul Marciano who  were
G&C's sole stockholders prior to such acquisition. G&C was dissolved in 1994.

55

STOCKHOLDERS' AGREEMENT

Prior  to consummation of the Offerings,  the Principal Stockholders and the
Company will amend and restate the Amended and Restated Shareholders'  Agreement
dated  November  12,  1993  (the  "Stockholders'  Agreement").  Pursuant  to the
Stockholders' Agreement, the  Principal Stockholders have  agreed to vote  their
shares  of Common Stock to  elect each of Maurice,  Paul and Armand Marciano, or
one designee of any such person (if such designee shall be reasonably acceptable
to  the  other  Principal   Stockholders)  to  the   Board  of  Directors.   The
Stockholders'  Agreement provides  that each  of the  Principal Stockholders has
granted to each other and to the Company rights of first refusal with respect to
the sale of any shares of  the Company's outstanding Common Stock (with  certain
limited exceptions).

PURCHASE AGREEMENT

On  August 23,  1993, the  Company repurchased 95%  of the  shares of Common
Stock then held by Georges  Marciano for a price of  $203.5 million and a  trust
for the benefit of Paul Marciano purchased the remaining 5% of such shares for a
price  of $10.7 million.  The purchase price  for such shares  was determined by
negotiation among the Company, the  Marciano Trusts and Georges Marciano.  Among
the  factors  considered in  determining the  purchase price  were the  past and
present operations of  the Company,  the prospects  for future  earnings of  the
Company  and other  relevant factors.  In connection  with such  repurchase, the
Company and the Marciano Trusts agreed to release and indemnify Georges Marciano
and the Georges Marciano Trust from  and against any claims relating to  certain
specified  matters, including the Company, its management, financing, operations
and personnel,  and the  offer and  sale of  the Company's  Senior  Subordinated
Notes.  Any  claim  for  such  indemnity  will  be  in  the  first  instance the
responsibility of the Company. As consideration for such indemnity and  release,
Georges  Marciano and  the Georges Marciano  Trust released the  Company and the
Marciano Trusts from any claim relating to certain specified matters,  including
the  Company, its  management, financing,  operations and  personnel (other than
certain excluded  matters).  In  addition, the  Company  canceled  the  existing
license  agreement between it and an  affiliate of Georges Marciano with respect
to the GEORGES MARCIANO-Registered  Trademark- trademarks, effective August  23,
1994,  and agreed to assign to such  affiliate all of the Company's right, title
and interest  in  the  GEORGES MARCIANO-Registered  Trademark-  trademarks,  but
reserved   the  right  to  use  such   trademarks  until  August  23,  1994.  As
consideration for such assignment, Georges  Marciano agreed to refrain from  any
use  of the GEORGES  MARCIANO-Registered Trademark- trademarks  until August 23,
1995.

56

PRINCIPAL STOCKHOLDERS

The  following table and the notes thereto  set forth information, as of the
date of this Prospectus,  relating to beneficial ownership  (as defined in  Rule
13d-3 of the Exchange Act) of the Company's equity securities and each Principal
Stockholder:

BENEFICIAL OWNERSHIP   BENEFICIAL OWNERSHIP
OF COMMON STOCK        OF COMMON STOCK
PRIOR TO THE            AFTER THE
OFFERINGS (1)          OFFERINGS (1)
--------------------   --------------------
NAME OF BENEFICIAL OWNERS                                                 NUMBER     PERCENT     NUMBER     PERCENT
- ----------------------------------------------------------------------  -----------  -------   -----------  -------

Maurice Marciano (2)..................................................   14,812,252   45.3%     14,812,252   35.4%
Paul Marciano (3).....................................................   12,062,736   36.9      12,062,736   28.8
Armand Marciano (4)...................................................    5,806,831   17.8       5,806,831   13.8
All directors and executive officers as a group
(7 persons)..........................................................   32,681,819  100.0%     32,681,819   78.0%

- ------------------------------

(1)  The address of  each person listed above  is c/o Guess  ?, Inc., 1444 South
Alameda Street, Los Angeles,  California 90021. Subject  to the Amended  and
Restated  Stockholders' Agreement dated as of  August 1, 1996 and applicable
community property laws and similar laws, each person listed above has  sole
voting and investment power with respect to such shares.

(2)   Includes  shares  beneficially  owned  by  Maurice  Marciano  as  follows:
13,072,727  shares  as   trustee  of  the   Maurice  Marciano  Trust   (1995
Restatement)  with respect to which he has sole voting and investment power;
1,094,332 shares as co-trustee  of the Paul  Marciano 1996 Grantor  Retained
Annuity  Trust with respect to which  he shares voting and investment power;
and 645,193  shares  as  co-trustee  of the  Armand  Marciano  1996  Grantor
Retained Annuity Trust with respect to which he shares voting and investment
power.

(3)  Includes shares beneficially owned by  Paul Marciano as follows: 10,502,443
shares as trustee of  the Paul Marciano Trust  dated February 20, 1986  with
respect  to which  he has  sole voting  and investment  power; and 1,560,293
shares as co-trustee of the  Maurice Marciano 1996 Grantor Retained  Annuity
Trust with respect to which he shares voting and investment power.

(4)  Includes shares  beneficially owned  by Armand  Marciano as  trustee of the
Armand Marciano Trust dated February 20,  1986 with respect to which he  has
sole voting and investment power.

57

SHARES ELIGIBLE FOR FUTURE SALE

Upon  the consummation  of the Offerings,  the Company  will have 41,882,000
shares of Common  Stock outstanding. Of  these shares, the  9,200,000 shares  of
Common  Stock sold  by the  Company in  the Offerings  will be  freely tradeable
without restriction or  further registration  under the  Securities Act,  unless
held  by an "affiliate" of the Company (as that term is defined below). Any such
affiliate will be subject  to the resale limitations  of Rule 144 adopted  under
the  Securities Act. The remaining 32,682,000 shares of Common Stock outstanding
are  "restricted  securities"  for  purposes  of  Rule  144  and  are  held   by
"affiliates"  of the Company within the meaning of Rule 144 under the Securities
Act. Restricted securities may not be resold in a public distribution except  in
compliance  with the registration requirements of the Securities Act or pursuant
to an exemption  therefrom, including the  exemption provided by  Rule 144.  The
Principal  Stockholders  have contractual  rights  to demand  or  participate in
future registrations of shares of Common Stock under the Securities Act.

In general, under  Rule 144  as currently in  effect, a  person (or  persons
whose  shares are  aggregated), including a  person who  may be deemed  to be an
"affiliate" of the Company as that term is defined under the Securities Act,  is
entitled  to sell within any three month  period a number of shares beneficially
owned for at least two years that does  not exceed the greater of (i) 1% of  the
then  outstanding  shares of  Common Stock  or (ii)  the average  weekly trading
volume of the outstanding shares of Common Stock during the four calendar  weeks
preceding  such  sale.  Sales  under  Rule  144  are  also  subject  to  certain
requirements as to the  manner of sale, notice  and the availability of  current
public information about the Company. However, a person (or persons whose shares
are  aggregated) who  is not an  "affiliate" of  the Company during  the 90 days
preceding a  proposed  sale  by  such person  and  who  has  beneficially  owned
"restricted securities" for at least three years is entitled to sell such shares
under  Rule  144  without  regard  to  the  volume,  manner  of  sale  or notice
requirements. As defined in Rule  144, an "affiliate" of  an issuer is a  person
that  directly or indirectly controls,  or is controlled by,  or is under common
control with such issuer.

The Company and the Principal  Stockholders have agreed, subject to  certain
exceptions,  not  to, directly  or  indirectly, (i)  sell,  grant any  option to
purchase or otherwise  transfer or  dispose of  any Common  Stock or  securities
convertible  into  or exchangeable  or exercisable  for Common  Stock or  file a
registration statement under the Securities Act with respect to the foregoing or
(ii) enter into any  swap or other agreement  or transaction that transfers,  in
whole  or in part,  the economic consequence  of ownership of  the Common Stock,
without the prior written  consent of Merrill  Lynch, for a  period of 180  days
after the date of this Prospectus.

Effective  upon the  consummation of the  Offerings, the  Company intends to
grant options covering  approximately 1,207,405  shares of its  Common Stock  to
certain of its employees pursuant to the 1996 Equity Plan. After such grants, an
aggregate  of approximately  3,792,595 shares  will remain  available for future
option grants  and  other equity  awards  under the  1996  Equity Plan  and  the
Directors'  Plan. See  "Management -- 1996  Equity Incentive Plan"  and "-- 1996
Non-Employee Directors'  Stock  Option Plan."  The  Company intends  to  file  a
registration statement under the Securities Act to register all of the shares of
Common  Stock reserved  for issuance under  the 1996 Equity  Plan and Directors'
Plan. Such registration statement is expected to be filed as soon as practicable
after the date  of the Offerings  and will automatically  become effective  upon
filing.  Shares issued under the 1996 Equity  Plan and the Directors' Plan after
the registration statement is filed may  thereafter be sold in the open  market,
subject,  in the case of the various holders, to the Rule 144 volume limitations
applicable to affiliates and  any transfer restrictions imposed  on the date  of
the grant.

Prior  to the  Offerings, there  has been  no public  market for  the Common
Stock. No predictions can be  made of the effect, if  any, that future sales  of
shares  of Common Stock, and  options to acquire shares  of Common Stock, or the
availability of shares for future sale, will have on the market price prevailing
from time to time. Sales  of substantial amounts of  Common Stock in the  public
market,  or the  perception that  such sales  may occur,  could have  a material
adverse effect on the  market price of  the Common Stock.  See "Risk Factors  --
Future Sales by Principal Stockholders; Shares Eligible for Future Sale."

58

DESCRIPTION OF CAPITAL STOCK

The  following summary  description of the  capital stock of  the Company is
qualified in its entirety  by reference to the  form of Restated Certificate  of
Incorporation  of the Company (the "Restated  Certificate") and form of Restated
Bylaws of  the  Company,  to  become  effective prior  to  the  closing  of  the
Offerings,  a copy of each  of which is filed as  an exhibit to the Registration
Statement of which this Prospectus forms a part.

The authorized capital stock of  the Company consists of 150,000,000  shares
of  Common Stock, par value  $.01 per share, and  10,000,000 shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock").

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on  all
matters  submitted  to a  vote of  the shareholders,  including the  election of
directors. The Restated Certificate  does not provide  for cumulative voting  in
the  election of directors. Accordingly, holders of  a majority of the shares of
Common Stock entitled to vote in any election of directors may elect all of  the
directors  standing for election. Subject to  preferences that may be applicable
to any Preferred  Stock outstanding  at the time,  holders of  Common Stock  are
entitled to receive ratably such dividends, if any, as may be declared from time
to  time by the Board of Directors  out of funds legally available therefor. See
"Dividend Policy." In the event of  a liquidation, dissolution or winding up  of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining  after  payment  of  the  Company's  liabilities  and  the liquidation
preference, if any,  of any outstanding  shares of Preferred  Stock. Holders  of
Common  Stock have no  preemptive rights and  no rights to  convert their Common
Stock into any  other securities  and there  are no  redemption provisions  with
respect  to such shares. All of the outstanding shares of Common Stock are fully
paid and non-assessable. The  rights, preferences and  privileges of holders  of
Common Stock are subject to, and may be adversely affected by, the rights of the
holders  of  shares of  any  series of  Preferred  Stock which  the  Company may
designate and issue in the future.

At present there is no established trading market for the Common Stock.  The
Common  Stock has been approved for listing  on the NYSE under the symbol "GES,"
subject to official notice of issuance.

The transfer agent and registrar for the Common Stock is The First  National
Bank of Boston.

PREFERRED STOCK

The  Restated  Certificate provides  that  the Board  of  Directors, without
further action by the stockholders, may  issue shares of the Preferred Stock  in
one or more series and may fix or alter the relative, participating, optional or
other  rights, preferences,  privileges and  restrictions, including  the voting
rights, redemption  provisions  (including sinking  fund  provisions),  dividend
rights,  dividend rates, liquidation preferences  and conversion rights, and the
description of and number of shares  constituting any wholly unissued series  of
Preferred  Stock. The Board of  Directors, without further stockholder approval,
can issue  Preferred  Stock  with  voting  and  conversion  rights  which  could
adversely  affect the voting power of the  holders of Common Stock. No shares of
Preferred Stock presently are outstanding and the Company currently has no plans
to issue shares of Preferred Stock.  The issuance of Preferred Stock in  certain
circumstances  may have the effect of delaying or preventing a change of control
of the Company without further action  by the stockholders, may discourage  bids
for  the Company's Common Stock at a premium over the market price of the Common
Stock and may adversely affect the market price and the voting and other  rights
of the holders of Common Stock.

CERTAIN CERTIFICATE OF INCORPORATION, BYLAWS AND STATUTORY PROVISIONS AFFECTING
STOCKHOLDERS

CLASSIFIED  BOARD OF DIRECTORS.  The Company's Board of Directors is divided
into three classes of directors serving staggered terms. One class of  directors
will  be elected at each  annual meeting of stockholders  for a three-year term.
See "Management  --  Board  of  Directors." At  least  two  annual  meetings  of
stockholders,  instead of one, generally will be required to change the majority
of the Company's Board of Directors.

59

SPECIAL MEETING OF STOCKHOLDERS; STOCKHOLDER ACTION BY WRITTEN CONSENT.  The
Restated Certificate provides that any action required or permitted to be  taken
by  the Company's stockholders may  be effected only at  a duly called annual or
special meeting  of stockholders.  Additionally,  the Restated  Certificate  and
Bylaws  provide that special meetings of the  stockholders of the Company may be
called only  by the  Chairman of  the Board  of Directors,  the Chief  Executive
Officer or the President of the Company.

ADVANCE   NOTICE  REQUIREMENTS   FOR  STOCKHOLDER   PROPOSALS  AND  DIRECTOR
NOMINATIONS.  The Company's  Bylaws provide that  stockholders seeking to  bring
business  before or to  nominate directors at any  meeting of stockholders, must
provide timely notice thereof in writing.  To be timely, a stockholder's  notice
must be delivered to, or mailed and received at, the principal executive offices
of  the  Company not  less than  60  days nor  more than  90  days prior  to the
anniversary date of  the immediately preceding  annual meeting of  stockholders;
PROVIDED, HOWEVER, that (i) in the event that the annual meeting is called for a
date  that is not within 30 days before  or after such anniversary date, or (ii)
in the case of the  annual meeting of stockholders  held during the 1997  fiscal
year of the Corporation, notice by the stockholder in order to be timely must be
so  received not later than the close of business on the tenth day following the
day on which  notice of  the date  of the annual  meeting was  mailed or  public
disclosure  of the date of the annual  meeting was made, whichever first occurs.
The Bylaws also specify certain requirements for a stockholder's notice to be in
proper written  form.  These  provisions may  preclude  some  stockholders  from
bringing  matters  before  the  stockholders  or  from  making  nominations  for
directors.

DIRECTOR AND OFFICER INDEMNIFICATION.  The Delaware Corporation Law provides
that a  Delaware  corporation  may  include provisions  in  its  certificate  of
incorporation  relieving each of its directors of monetary liability arising out
of his or  her conduct as  a director for  breach of his  or her fiduciary  duty
except  liability for (i) any  breach of such director's  duty of loyalty to the
corporation or its  stockholders, (ii) acts  or omissions that  are not in  good
faith  or involve  intentional misconduct or  a knowing violation  of law, (iii)
conduct violating Section  174 of  the Delaware Corporation  Law (which  section
relates to unlawful distributions) or (iv) any transaction from which a director
derived  an  improper  personal  benefit.  The  Company's  Restated  Certificate
includes such provisions.

To the fullest extent permitted by the Delaware Corporation Law, as  amended
from  time to time,  the Company's Restated Certificate  and Bylaws provide that
the Company shall indemnify and advance expenses to each of its currently acting
and former directors and officers, and may so indemnify and advance expenses  to
each  of its current and  former employees and agents.  The Company believes the
foregoing provisions are necessary  to attract and  retain qualified persons  as
directors  and officers. Prior to the consummation of the Offerings, the Company
intends to  enter into  separate  indemnification agreements  with each  of  its
directors and executive officers in order to effectuate such provisions.

60

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The  following is a general discussion  of certain United States Federal tax
consequences of the acquisition, ownership and disposition of Common Stock by  a
holder  that  is an  individual, corporation,  estate or  trust and,  for United
States Federal  income  tax  purposes,  is  not  a  "United  States  person"  (a
"Non-United  States Holder").  This discussion is  based upon  the United States
Federal  tax  law  now  in  effect,   which  is  subject  to  change,   possibly
retroactively. For purposes of this discussion, a "United States person" means a
citizen  or resident of the United States; a corporation, a partnership or other
entity created or organized in the United States or under the laws of the United
States or of  any political  subdivision thereof; or  an estate  or trust  whose
income  is  includible in  gross  income for  United  States Federal  income tax
purposes regardless  of  its  source.  This discussion  does  not  consider  any
specific facts or circumstances that may apply to a particular Non-United States
Holder.  Prospective investors are urged to consult their tax advisors regarding
the United States Federal tax  consequences of acquiring, holding and  disposing
of  Common Stock, as well as any tax  consequences that may arise under the laws
of any foreign, state, local or other taxing jurisdiction.

DIVIDENDS

Dividends paid to a  Non-United States Holder will  generally be subject  to
withholding  of United  States Federal income  tax at the  rate of 30%  (or at a
reduced tax treaty rate), unless the dividend is effectively connected with  the
conduct of a trade or business within the United States by the Non-United States
Holder,  in which case the dividend will be subject to the United States Federal
income tax on net income on the same basis that applies to United States persons
generally. In the  case of a  Non-United States Holder  which is a  corporation,
such effectively connected income also may be subject to the branch profits tax.
Non-United  States  Holders should  consult  their tax  advisors  concerning any
applicable income tax treaties that may provide for a lower rate of  withholding
or other rules different from those described above.

GAIN ON DISPOSITION

A  Non-United States Holder  will generally not be  subject to United States
Federal income tax on gain recognized on  a sale or other disposition of  Common
Stock  unless (i) the gain is effectively  connected with the conduct of a trade
or business within the  United States by the  Non-United States Holder, (ii)  in
the case of a Non-United States Holder who is a nonresident alien individual and
holds  the Common Stock as a capital asset, such holder is present in the United
States for 183 or more days in  the taxable year of disposition and either  such
individual  has a "tax home" in the United States or the gain is attributable to
an office or other fixed place of business maintained by such individual in  the
United  States or (iii) the Company is or has been a "U.S. real property holding
corporation" for United States  Federal income tax  purposes (which the  Company
does  not believe that it  is or is likely to  become). Gain that is effectively
connected with the conduct of  a trade or business  within the United States  by
the Non-United States Holder will be subject to the United States Federal income
tax  on  net income  on the  same basis  that applies  to United  States persons
generally (and, with respect to corporate holders, under certain  circumstances,
the  branch  profits tax)  but will  not be  subject to  withholding. Non-United
States Holders should consult their  own tax advisors concerning any  applicable
treaties that may provide for different rules.

FEDERAL ESTATE TAXES

Common Stock owned or treated as owned by an individual who is not a citizen
or  resident (for United States estate tax purposes) of the United States at the
date of death  will be included  in such individual's  estate for United  States
Federal  estate tax  purposes, unless an  applicable estate  tax treaty provides
otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company generally must report  annually to the Internal Revenue  Service
and  to each Non-United States  Holder the amount of  dividends paid to, and the
tax withheld with  respect to, such  holder, regardless of  whether any tax  was
actually  withheld.  This information  may  also be  made  available to  the tax
authorities of a country in which the Non-United States Holder resides.

61

Under  temporary   United  States   Treasury  regulations,   United   States
information reporting requirements and backup withholding tax will generally not
apply  to dividends paid on the Common Stock to a Non-United States Holder at an
address outside  the United  States. Payments  by a  United States  office of  a
broker  of the proceeds of a sale of  the Common Stock is subject to both backup
withholding at  a  rate of  31%  and  information reporting  unless  the  holder
certifies  its Non-United  States Holder  status under  penalties of  perjury or
otherwise establishes an exemption. Information reporting requirements (but  not
backup  withholding) will also apply to payments of the proceeds of sales of the
Common Stock by  foreign offices of  United States brokers,  or foreign  brokers
with  certain types of relationships to the United States, unless the broker has
documentary evidence  in its  records that  the holder  is a  Non-United  States
Holder and certain other conditions are met, or the holder otherwise establishes
an exemption.

Backup  withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will, in certain circumstances, be refunded or credited
against  the  Non-United  States  Holder's  United  States  Federal  income  tax
liability,  provided that the required information  is furnished to the Internal
Revenue Service.

PROPOSED REGULATIONS

Under current  United  States Treasury  regulations,  dividends paid  to  an
address  in a  foreign country  are presumed to  be paid  to a  resident of that
country (unless the  payor has knowledge  to the contrary)  for purposes of  the
withholding  discussed  above and,  under the  current interpretation  of United
States Treasury regulations, for purposes of determining the applicability of  a
tax treaty rate. Under recently proposed United States Treasury regulations that
are  proposed to  be effective  for payments made  after December  31, 1997 (the
"Proposed Regulations"), however, a Non-United States Holder of Common Stock who
wishes to claim the benefit  of an applicable treaty  rate would be required  to
satisfy  applicable certification requirements.  Under the Proposed Regulations,
dividend payments would also be made subject to information reporting and backup
withholding unless these applicable certification requirements are satisfied. In
addition, under the Proposed Regulations, in the case of Common Stock held by  a
foreign  partnership,  (x)  the  certification  requirement  would  generally be
applied to the  partners of  the partnership and  (y) the  partnership would  be
required  to  provide certain  information, including  a United  States taxpayer
identification number. The Proposed Regulations also provide look-through  rules
for tiered partnerships. There can be no assurance that the Proposed Regulations
will  be adopted  or as  to the provisions  that they  will include  if and when
adopted in temporary or final form.

62

UNDERWRITING

Subject  to the terms and conditions set  forth in a purchase agreement (the
"U.S. Purchase Agreement") among the Company and each of the underwriters  named
below  (the "U.S.  Underwriters"), and concurrently  with the  sale of 1,840,000
shares of Common  Stock to the  International Managers (as  defined below),  the
Company  has agreed to  sell to each of  the U.S. Underwriters,  and each of the
U.S. Underwriters severally has agreed to purchase from the Company, the  number
of shares of Common Stock set forth opposite its name below.

NUMBER
U.S. UNDERWRITERS                                              OF SHARES
-----------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................
Morgan Stanley & Co. Incorporated.....................................
-----------
Total.......................................................    7,360,000
-----------
-----------

Merrill  Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated are acting as representatives  (the "U.S. Representatives") of  the
U.S. Underwriters.

The  Company has also entered into  a purchase agreement (the "International
Purchase  Agreement"  and,  together  with  the  U.S.  Purchase  Agreement,  the
"Purchase  Agreements") with certain underwriters  outside the United States and
Canada (collectively, the "International Managers,"  and together with the  U.S.
Underwriters,  the  "Underwriters"), for  whom  Merrill Lynch  International and
Morgan Stanley & Co. International Limited are acting as representatives of  the
International  Managers (the "International  Representatives" and, together with
the U.S.  Representatives,  the "Representatives").  Subject  to the  terms  and
conditions  set forth in the  International Purchase Agreement, and concurrently
with the  sale of  7,360,000 shares  of Common  Stock to  the U.S.  Underwriters
pursuant  to the U.S. Purchase Agreement, the  Company has agreed to sell to the
International Managers and the International  Managers have severally agreed  to
purchase from the Company, an aggregate of 1,840,000 shares of Common Stock. The
initial  public offering  price per share  of Common Stock  and the underwriting
discount per  share  of Common  Stock  are  identical under  the  U.S.  Purchase
Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several  U.S. Underwriters and the several International Managers, respectively,
have agreed, subject to the terms and conditions set forth therein, to  purchase
all  of the shares of Common Stock being sold pursuant to each such Agreement if
any of the  shares of Common  Stock being  sold pursuant to  such Agreement  are
purchased.  Under certain circumstances, the  commitments of non-defaulting U.S.
Underwriters or International Managers  (as the case may  be) may be  increased.
The  purchase of shares of Common Stock  by the U.S. Underwriters is conditioned
upon the purchase of shares of  Common Stock by the International Managers,  and
vice versa.

The  U.S. Underwriters and  the International Managers  have entered into an
intersyndicate agreement  (the  "Intersyndicate Agreement")  providing  for  the
coordination of their activities. The Underwriter's are permitted to sell shares
of  Common Stock  to each  other for  purposes of  resale at  the initial public
offering price, less an  amount not greater than  the selling concession.  Under
the  terms of the Intersyndicate Agreement, the U.S. Underwriters and any dealer
to whom they sell shares of Common Stock  will not offer to sell or sell  shares
of  Common  Stock to  persons who  are  non-U.S. or  non-Canadian persons  or to
persons  they  believe  intend  to  resell  to  persons  who  are  non-U.S.   or
non-Canadian persons, and the International Managers and any dealer to whom they
sell  shares of  Common Stock will  not offer to  sell or sell  shares of Common
Stock to U.S. persons or to Canadian  persons or to persons they believe  intend
to  resell  to  U.S.  persons  or  Canadian  persons,  except  in  the  case  of
transactions pursuant to the Intersyndicate Agreement.

63

The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to  offer the  shares of  Common Stock  to the  public at  the
initial  public offering price set  forth on the cover  page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $    per
share  of Common Stock on sales to  certain other dealers. The U.S. Underwriters
may allow, and such  dealers may reallow, a  discount not in excess  of $    per
share  of Common  Stock on  sales to  certain other  dealers. After  the initial
public offering,  the public  offering  price, concession  and discount  may  be
changed.

At  the request of  the Company, the  U.S. Underwriters have  reserved up to
750,000 shares of Common Stock for sale at the initial public offering price  to
directors,  officers, employees, business associates  and related persons of the
Company. The number of shares of Common Stock available for sale to the  general
public will be reduced to the extent such persons purchase such reserved shares.
Any  reserved  shares  which  are  not  so  purchased  will  be  offered  by the
Underwriters to the general public on the same basis as the other shares offered
hereby. Certain individuals purchasing reserved shares may be required to  agree
not  to sell,  offer or otherwise  dispose of any  shares of Common  Stock for a
period of three months after the date of this Prospectus.

The Company,the Principal Stockholders  and certain executive officers  have
agreed, subject to certain exceptions, not to, directly or indirectly, (i) sell,
grant  any option  to purchase  or otherwise transfer  or dispose  of any Common
Stock or securities convertible into  or exchangeable or exercisable for  Common
Stock  or file a registration statement under the Securities Act with respect to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole  or in part,  the economic consequence  of ownership of  the
Common  Stock, without the prior written consent  of Merrill Lynch, for a period
of 180 days after the date of this Prospectus.

The Company  has granted  an option  to the  U.S. Underwriters,  exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of  1,104,000 additional shares  of Common Stock at  the initial public offering
price set forth  on the  cover page of  this Prospectus,  less the  underwriting
discount.  The  U.S.  Underwriters  may  exercise  this  option  only  to  cover
over-allotments, if any, made on the sale of the Common Stock offered hereby. To
the  extent  that  the  U.S.  Underwriters  exercise  this  option,  each   U.S.
Underwriter  will be  obligated, subject  to certain  conditions, to  purchase a
number  of  additional  shares  of  Common  Stock  proportionate  to  such  U.S.
Underwriter's  initial amount reflected in the foregoing table. The Company also
has granted an option to the International Managers, exercisable within 30  days
after  the date of  this Prospectus, to  purchase up to  an aggregate of 276,000
additional shares of  Common Stock to  cover over-allotments, if  any, on  terms
similar to those granted to the U.S. Underwriters.

Prior  to the Offerings, there  has been no public  market for the shares of
Common Stock  of  the  Company.  The initial  public  offering  price  has  been
determined  through negotiations  between the  Company and  the Representatives.
Among the factors considered in  determining the initial public offering  price,
in  addition  to  prevailing  market conditions,  are  price-earnings  ratios of
publicly traded companies that the  Representatives believe to be comparable  to
the  Company, certain financial information of  the Company, the history of, and
the prospects  for,  the Company  and  the industry  in  which it  competes,  an
assessment  of the  Company's management, its  past and  present operations, the
prospects for, and timing of, future revenues of the Company, the present  state
of the Company's development, and the above factors in relation to market values
and  valuation measures of other companies  engaged in activities similar to the
Company. There can be  no assurance that an  active trading market will  develop
for  the Common Stock or  that the Common Stock will  trade in the public market
subsequent to the Offerings at or above the initial public offering price.

The Underwriters do not intend to confirm sales of the Common Stock  offered
hereby to any accounts over which they exercise discretionary authority.

The  Company and  the Principal  Stockholders have  agreed to  indemnify the
several Underwriters against  certain liabilities,  including liabilities  under
the  Securities  Act,  or to  contribute  to  payments the  Underwriters  may be
required to make in respect thereof.

64

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for  the
Company  by Shearman & Sterling, Los  Angeles, California. Certain legal matters
relating to the Offerings will be  passed upon for the Underwriters by  Skadden,
Arps,  Slate, Meagher &  Flom, Los Angeles, California.  Shearman & Sterling has
from time to  time represented certain  of the Underwriters  in connection  with
unrelated  legal matters. Skadden, Arps, Slate, Meagher  & Flom has from time to
time represented the Company in connection with unrelated legal matters.

EXPERTS

The consolidated  financial statements  and schedule  of the  Company as  of
December  31, 1994 and 1995, and for each  of the years in the three year period
ended December  31, 1995,  have been  included herein  and in  the  registration
statement  in reliance  upon the  report of  KPMG Peat  Marwick LLP, independent
certified public accountants appearing elsewhere herein, and upon the  authority
of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and,  in  accordance therewith,  files reports  and  other information  with the
Securities and Exchange Commission. Such reports and other information filed  by
the  Company  may be  inspected without  charge at  the Securities  and Exchange
Commission's principal office in Washington, D.C., and at the following regional
offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and  at Seven World Trade  Center, Suite 1300,  New
York, New York 10048. Copies of all or any part thereof may be obtained from the
Public  Reference Section, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 upon payment  of the prescribed fees. Upon  listing
of  the Common Stock on the NYSE, such reports and other information can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
In addition, the Commission maintains a World  Wide Web site on the Internet  at
http://  www.sec.gov that contains reports, proxy and information statements and
other information  regarding  registrants  that  file  electronically  with  the
Commission.

The  Company  has  filed  with  the  Securities  and  Exchange  Commission a
Registration Statement on Form S-1 under the Securities Act with respect to  the
Common  Stock  offered  hereby. This  Prospectus  does  not contain  all  of the
information set  forth  in  the  Registration Statement  and  the  exhibits  and
schedules  thereto. For further information with  respect to the Company or such
Common Stock, reference is made to the Registration Statement and the  schedules
and  exhibits filed as  a part thereof. Statements  contained in this Prospectus
regarding the contents of any contract or any other document are not necessarily
complete and, in each  instance, reference is  hereby made to  the copy of  such
contract  or other document filed as  an exhibit to such Registration Statement.
The Registration Statement, including exhibits thereto, may be inspected without
charge office of the  Securities and Exchange Commission.  Copies of all or  any
part thereof may be obtained upon payment of the prescribed fees.

The  Company  intends  to  furnish  its  stockholders  with  annual  reports
containing  financial  statements  audited   by  independent  certified   public
accountants   and   with  quarterly   reports  containing   unaudited  financial
information for each of the first three quarters of each fiscal year.

65

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report....................................................     F-2

Consolidated Balance Sheets at December 31, 1994, 1995 (audited) and June 30,
1996 and pro forma June 30, 1996 (unaudited)...................................     F-3

Consolidated Statements of Earnings for the years ended December 31, 1993, 1994,
1995 (audited) and the six months ended July 2, 1995 and June 30, 1996
(unaudited)....................................................................     F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31,
1993, 1994, 1995 (audited) and six months ended July 2, 1995 and June 30, 1996
(unaudited)....................................................................     F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1993,
1994, 1995 (audited) and six months ended July 2, 1995 and June 30, 1996
(unaudited)....................................................................     F-6

Notes to Consolidated Financial Statements......................................     F-7

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Guess ?, Inc.:

We  have audited the accompanying consolidated financial statements of Guess
?, Inc. and Subsidiaries as listed in the accompanying index. These consolidated
financial statements are  the responsibility  of the  Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion, the  consolidated financial  statements referred  to  above
present  fairly, in  all material respects,  the financial position  of Guess ?,
Inc. and Subsidiaries as of December 31, 1994 and 1995 and the results of  their
operations  and their cash flows for each  of the years in the three-year period
ended December  31,  1995  in  conformity  with  generally  accepted  accounting
principles.

KPMG PEAT MARWICK LLP

Los Angeles, California
March 1, 1996

F-2

GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1995, JUNE 30, 1996 AND PRO FORMA JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

PRO FORMA
JUNE 30,
JUNE 30,    1996 (NOTE
1994        1995        1996          1)
----------  ----------  ----------  ------------
(UNAUDITED)

Current assets:
Cash...........................................................  $    5,994  $    6,417  $    5,442   $    5,442
Receivables:
Trade receivables, net of reserves aggregating, $10,391,
$10,849 and $8,222 at December 31, 1994 and 1995 and June
30, 1996, respectively......................................      23,505      22,886      31,403       31,403
Royalties....................................................       9,728       9,975      10,875       10,875
Other........................................................       5,267       4,040       3,427        3,427
----------  ----------  ----------  ------------
38,500      36,901      45,705       45,705
Inventories (note 3)...........................................      83,772      72,889      92,340       92,340
Prepaid expenses...............................................       4,837       5,557       6,845        6,845
Deferred tax assets (note 1)...................................      --          --          --            3,663
----------  ----------  ----------  ------------
Total current assets.......................................     133,103     121,764     150,332      153,995

Property and equipment, at cost, net of accumulated depreciation
and amortization (note 4).......................................      59,725      68,199      67,346       67,346
Long-term investments (note 2)...................................       3,136       3,394       3,408        3,408
Deferred tax assets (note 1).....................................      --          --          --            3,781
Other assets, at cost, net of accumulated amortization of $1,800,
$2,279 and $2,680 at December 31, 1994 and 1995 and June 30,
1996, respectively (note 7).....................................      11,732       9,278       8,649        8,649
----------  ----------  ----------  ------------
$  207,696  $  202,635  $  229,735   $  237,179
----------  ----------  ----------  ------------
----------  ----------  ----------  ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of notes payable and long-term debt (notes
5 and 7)......................................................  $    4,696  $    4,123  $    4,056   $    4,056
Accounts payable...............................................      29,840      40,701      37,221       37,221
Accrued expenses...............................................      14,431      18,332      23,865       23,865
Income taxes payable (note 6)..................................       1,009       1,036         775          775
S corporation distribution notes (note 1)......................      --          --          --          176,900
----------  ----------  ----------  ------------
Total current liabilities..................................      49,976      64,192      65,917      242,817

Notes payable and long-term debt, net of current installments

(notes 5 and 7).................................................     151,799     119,212     148,712      148,712
Minority interest................................................          53          75         247          247
Other liabilities................................................       5,495       8,159       8,535        8,535
----------  ----------  ----------  ------------
207,323     191,638     223,411      400,311
Stockholders' equity (notes 1, 7 and 13):
Preferred stock, $.01 par value. Authorized 10,000,000 shares;
no shares issued and outstanding..............................      --          --          --           --
Common stock, $.01 par value. Authorized 150,000,000 shares;
issued 52,713,000 shares, outstanding 32,682,000 shares,
20,031,000 shares held in Treasury............................          35          35          35           35
Paid-in capital................................................         181         181         181      (19,883)
Retained earnings..............................................     150,948     161,567     156,836        7,444
Foreign currency translation adjustment........................         (15)        (10)         48           48
Treasury stock, 20,031,000 shares repurchased..................    (150,776)   (150,776)   (150,776)    (150,776)
----------  ----------  ----------  ------------
Net stockholders' equity (deficiency)........................         373      10,997       6,324     (163,132)
Commitments, contingencies and subsequent events (notes 5, 9, 13
and 14).........................................................
----------  ----------  ----------  ------------
$  207,696  $  202,635  $  229,735   $  237,179
----------  ----------  ----------  ------------
----------  ----------  ----------  ------------

See accompanying notes to consolidated financial statement

F-3

GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND SIX MONTHS ENDED JULY 2, 1995 AND JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

JULY 2,     JUNE 30,
1993       1994         1995        1995         1996
---------  ---------  ------------  ---------  ------------
(UNAUDITED)

Net revenue:
Product sales.....................................  $ 491,444  $ 507,462  $    440,359  $ 206,579  $    232,111
Net royalties.....................................     28,780     40,350        46,374     23,073        25,295
---------  ---------  ------------  ---------  ------------
520,224    547,812       486,733    229,652       257,406
Cost of sales (note 8)..............................    260,409    291,989       262,142    120,809       137,113
---------  ---------  ------------  ---------  ------------
Gross profit........................................    259,815    255,823       224,591    108,843       120,293
Selling, general and administrative expenses (note
8).................................................    145,351    138,016       141,663     66,468        72,829
Reorganization charge (note 14).....................     --         --           --          --             3,559
---------  ---------  ------------  ---------  ------------
Earnings from operations..........................    114,464    117,807        82,928     42,375        43,905

Non-operating income (expense):
Interest, net.....................................    (11,735)   (16,948)      (15,957)    (7,926)       (7,291)
Other, net........................................      2,552        322          (157)      (180)         (147)
---------  ---------  ------------  ---------  ------------
(9,183)   (16,626)      (16,114)    (8,106)       (7,438)

Earnings before income taxes......................    105,281    101,181        66,814     34,269        36,467

Income taxes (note 6)...............................      1,810      3,540         2,895      1,275         1,598
---------  ---------  ------------  ---------  ------------
Net earnings......................................  $ 103,471  $  97,641  $     63,919  $  32,994  $     34,869
---------  ---------  ------------  ---------  ------------
---------  ---------  ------------  ---------  ------------

Supplemental pro forma financial information (note
1):
Earnings before income taxes, as presented..........  $ 105,281  $ 101,181  $     66,814  $  34,269  $     36,467
Pro forma provision for income taxes (unaudited)....     42,112     40,472        26,726     13,708        14,477
---------  ---------  ------------  ---------  ------------
Pro forma net earnings (unaudited)..................  $  63,169  $  60,709  $     40,088  $  20,561  $     21,990
---------  ---------  ------------  ---------  ------------
---------  ---------  ------------  ---------  ------------
Pro forma net earnings per share....................                        $       1.00             $        .55
Weighted average common shares outstanding..........                          40,026,000               39,811,000
------------             ------------
------------             ------------

See accompanying notes to consolidated financial statements

F-4

GUESS ?, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)

FOREIGN
CURRENCY
COMMON        PAID-IN     RETAINED    TRANSLATION    TREASURY
STOCK        CAPITAL     EARNINGS    ADJUSTMENT      STOCK       TOTAL
-------------  -----------  ----------  -------------  ----------  ----------

Balance at December 31, 1992................    $      35     $     181   $  167,174    $  --        $   --      $  167,390
Net earnings..............................       --            --          103,471       --            --         103,471
Stockholder distributions.................       --            --         (117,656)      --            --        (117,656)
Foreign currency translation adj..........       --            --           --              (31)       --             (31)
Repurchase of treasury stock..............       --            --          (52,682)      --          (150,776)   (203,458)
---         -----   ----------          ---    ----------  ----------
Balance at December 31, 1993................           35           181      100,307          (31)     (150,776)    (50,284)
Net earnings..............................       --            --           97,641       --            --          97,641
Stockholder distributions.................       --            --          (47,000)      --            --         (47,000)
Foreign currency translation adj..........       --            --           --               16        --              16
---         -----   ----------          ---    ----------  ----------
Balance at December 31, 1994................           35           181      150,948          (15)     (150,776)        373
Net earnings..............................       --            --           63,919       --            --          63,919
Stockholder distributions.................       --            --          (53,300)      --            --         (53,300)
Foreign currency translation adj..........       --            --           --                5        --               5
---         -----   ----------          ---    ----------  ----------
Balance at December 31, 1995................           35           181      161,567          (10)     (150,776)     10,997
Net earnings (unaudited)..................       --            --           34,869       --            --          34,869
Stockholder distributions
(unaudited)..............................       --            --          (39,600)      --            --         (39,600)
Foreign currency translation adj.
(unaudited)..............................       --            --           --               58        --              58
---         -----   ----------          ---    ----------  ----------
Balance at June 30, 1996
(unaudited)................................    $      35     $     181   $  156,836    $      48    $ (150,776) $    6,324
---         -----   ----------          ---    ----------  ----------
---         -----   ----------          ---    ----------  ----------

See accompanying notes to consolidated financial statement

F-5

GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND SIX MONTHS ENDED
JULY 2, 1995 AND JUNE 30, 1996 (IN THOUSANDS)

JULY 2,    JUNE 30,
1993       1994       1995       1995        1996
---------  ---------  ---------  ---------  -----------
(UNAUDITED)

Cash flows from operating activities:
Net earnings................................................  $ 103,471  $  97,641  $  63,919  $  32,994   $  34,869
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization of property and equipment...     10,322     12,070     14,277      6,822       8,379
Amortization of deferred charges..........................        251        515      1,373        801         669
(Gain) loss on disposition of property and equipment......       (223)       726        814        259         100
Foreign currency translation adjustment...................        (31)        (5)       (14)        17          33
Contributions from minority interest......................         29         24         22        (51)        172
Undistributed equity method earnings......................     --            (72)      (117)       (21)         (9)
(Increase) decrease in:
Receivables.............................................     46,708    (14,628)     1,599    (12,119)     (8,803)
Inventories.............................................    (20,357)    (3,353)    10,884      6,097     (19,451)
Prepaid expenses........................................       (245)    (1,516)      (720)      (309)     (1,288)
Other assets............................................     (1,620)       180      1,858        428         234
Increase (decrease) in:
Accounts payable........................................     (9,259)     8,043     10,861      2,294      (3,479)
Accrued expenses........................................      1,303     (1,337)     3,658      1,728       5,367
Income taxes payable....................................     (2,380)       795         22       (191)       (261)
---------  ---------  ---------  ---------  -----------
Net cash provided by operating activities.............    127,969     99,083    108,436     38,749      16,532
---------  ---------  ---------  ---------  -----------
Cash flows from investing activities:
Net decrease in short-term investments......................     22,782      5,000     --         --          --
Purchases of property and equipment.........................    (14,965)   (19,779)   (23,757)   (12,527)     (7,986)
Proceeds from the disposition of property and equipment.....      2,425        172        192        127         360
Lease incentives granted....................................      1,573      1,503      2,015      1,248         261
Purchase of long-term investments...........................     --         (3,136)       (23)      (122)     --
---------  ---------  ---------  ---------  -----------
Net cash provided by (used in) investing activities...     11,815    (16,240)   (21,573)   (11,274)     (7,365)
---------  ---------  ---------  ---------  -----------
Cash flows from financing activities:
Proceeds from notes payable and long-term debt..............    280,520    222,040    131,193     75,254     105,943
Proceeds from Bridge Loan...................................     80,000     --         --         --          --
Repayment of notes payable and long-term debt...............    (99,655)  (254,959)  (164,353)   (63,861)    (76,510)
Repayments of Bridge Loan...................................    (80,000)    --         --         --          --
Distributions to stockholders...............................   (117,656)   (47,000)   (53,300)   (41,800)    (39,600)
Repurchase of treasury stock................................   (203,458)    --         --         --          --
---------  ---------  ---------  ---------  -----------
Net cash used in financing activities.................   (140,249)   (79,919)   (86,460)   (30,407)    (10,167)
---------  ---------  ---------  ---------  -----------
Effect of exchange rates on cash..............................     --             20         20        (10)         25
Net increase (decrease) in cash.......................       (465)     2,944        423     (2,942)       (975)
Cash at beginning of period...................................      3,515      3,050      5,994      5,994       6,417
---------  ---------  ---------  ---------  -----------
Cash at end of period.........................................  $   3,050  $   5,994  $   6,417  $   3,052   $   5,442
---------  ---------  ---------  ---------  -----------
---------  ---------  ---------  ---------  -----------
Supplemental disclosures:
Cash paid during the period for:
Interest..................................................  $   7,189  $  16,380  $  15,396  $   7,627   $   6,926
Income taxes..............................................      4,259      2,879      1,925      1,467       1,856
---------  ---------  ---------  ---------  -----------
---------  ---------  ---------  ---------  -----------

See accompanying notes to consolidated financial statements

F-6

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Guess  ?,  Inc.  (the  "Company")  designs,  develops  and  markets  quality
contemporary jeans  and  other  casual  wear for  men  and  women.  The  Company
distributes  it products  through major department  stores, specialty retailers,
foreign distributors and its network  of Company-owned and -operated retail  and
factory outlet stores.

BASIS OF PRESENTATION

The  consolidated financial statements  include the accounts  of the Company
and its foreign subsidiaries, Guess Italia, S.r.l. and Guess? Europe, B.V.   The
Company  has a 79%  and 50% interest  in Guess Italia  S.r.l. and Guess? Europe,
B.V., respectively. The remaining 21% of  Guess Italia S.r.l. and 50% of  Guess?
Europe,   B.V.   is   owned   by   Marciano   International,   Inc.   ("Marciano
International"), a related party, which  is wholly-owned by the stockholders  of
the  Company. Accordingly, all references herein  to "Guess ?, Inc." include the
consolidated results  of  the Company  and  its subsidiaries.  All  intercompany
accounts and transactions have been eliminated in consolidation.

INTERIM FINANCIAL DATA

The  interim consolidated financial data as of June 30, 1996 and for the six
months ended  July 2,  1995 and  June 30,  1996 is  unaudited. This  information
reflects  all adjustments, consisting  of normal recurring  adjustments, that in
the opinion  of  management,  are  necessary to  present  fairly  the  financial
position  and results  of operations of  the Company for  the periods indicated.
Results of operations for the interim periods are not necessarily indicative  of
the results of operations for the full year.

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market.

TRADE AND ROYALTY RECEIVABLES

The  Company extends trade credit to its customers in the ordinary course of
business. None of the  receivables due from customers  at December 31, 1994  and
1995  and  June  30,  1996 involved  factored  accounts  or  other contingencies
relating to third-party risk, except to  the extent that the Company has  chosen
to insure certain accounts from risk of loss under a catastrophic loss policy.

The Company has licensing arrangements with 27 licensees for use of its name
and  trademark.  Royalty payments  received by  the Company  are generally  on a
percentage of the licensees' net sales and require that minimum royalty payments
be made if specified  minimum sales levels are  not obtained. Royalty income  is
net   of  direct   expenses  aggregating   $2,387,000,  $2,813,000,  $2,331,000,
$1,114,000 and $1,006,000 for 1993, 1994, 1995 and the six months ended July  2,
1995 and June 30, 1996, respectively. The licensing agreements expire on various
dates through December 2003.

REVENUE RECOGNITION

The  Company recognizes revenue from the  sale of merchandise upon shipment.
The Company accrues for estimated sales returns and allowances in the period  in
which the related revenue is recognized. Royalty income is based upon licensees'
net sales.

SIGNIFICANT CUSTOMERS

Individual customers aggregating in excess of 10% of net sales for the years
ended December 31, 1993, 1994 and 1995 and the six months ended July 2, 1995 and
June 30, 1996 are summarized as follows:

SIX MONTHS ENDED,
YEAR ENDED DECEMBER 31,
--------------------------
-------------------------------    JULY 2,      JUNE 30,
1993       1994       1995        1995          1996
---------  ---------  ---------  -----------  -------------

Customer A.....................................................       11.5%      10.3%      11.0%       11.7%          8.2%

F-7

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEPRECIATION AND AMORTIZATION

Depreciation  and amortization of property  and equipment are provided using
the straight-line method over the following useful lives:

18 to 31
Building and building improvements...................................          years
Land improvements....................................................        5 years
Machinery and equipment..............................................   3 to 5 years
Corporate aircraft...................................................  5 to 10 years
Corporate vehicles...................................................        3 years

Leasehold improvements are amortized over the lesser of the estimated useful
life of the  asset or the  term of the  lease. Construction in  progress is  not
depreciated until the related asset is completed.

FOREIGN CURRENCY TRANSLATION

In  accordance with the  Financial Accounting Standards  Board Statement No.
52, balance sheet accounts  of the Company's  foreign operations are  translated
from  foreign currencies into  U.S. dollars at  year end rates  while income and
expenses are translated at the weighted average exchange rates for the year. The
related translation adjustments are reflected as a foreign currency  translation
adjustment in the consolidated balance sheet.

INCOME TAXES

The  Company has elected to be treated  for Federal and certain state income
tax purposes as an S corporation under Subchapter S of the Internal Revenue Code
and comparable state laws. As  a result, the earnings  of the Company have  been
included  in the  taxable income of  the Company's stockholders  for Federal and
certain state  income tax  purposes,  and the  Company  has generally  not  been
subject  to income tax on  such earnings, other than  California and other state
franchise taxes.

In February 1992, the Financial Accounting Standards Board issued  Statement
No.  109, "Accounting for Income Taxes." One  of the provisions of Statement No.
109 enables companies to record deferred tax assets for the future benefit to be
derived from certain deductible temporary  differences. The Company has  adopted
the  provisions  of Statement  No. 109  effective January  1, 1993;  however, as
differences giving rise to deferred tax  assets are immaterial, the Company  has
not recorded any deferred tax assets at December 31, 1994 and 1995.

PRO FORMA NET EARNINGS

Pro  forma net  earnings represents  the results  of operations  adjusted to
reflect a provision for income taxes on historical earnings before income taxes,
which gives effect  to the  change in  the Company's income  tax status  to a  C
corporation as a result of the public sale of its common stock. When the Company
terminates  its S  corporation status,  which is  expected to  occur immediately
prior to the consummation of the  Offerings, it will record an earnings  benefit
resulting  from the establishment of net deferred  tax assets. The amount of the
benefit to be  recorded (approximately $8.9  million) at June  30, 1996 will  be
dependent  upon temporary differences existing at the date of termination of the
Company's S corporation status. The  principal difference between the pro  forma
income  tax rate and  Federal statutory rate  of 35% relates  primarily to state
income taxes.

Pro forma net earnings per share has been computed by dividing pro forma net
earnings by the weighted  average number of shares  of common stock  outstanding
during  the period.  The pro forma  net earnings  per share gives  effect to the
issuance of shares  of common stock  to generate  sufficient cash to  pay the  S
Corporation Distribution is an amount equal to retained earnings.

F-8

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRO FORMA BALANCE SHEET INFORMATION

Pro  forma balance sheet information as of  June 30, 1996 has been presented
to reflect i) the S corporation distribution (the "S Corporation  Distribution")
to be made in an amount equal to the previously earned and undistributed taxable
S corporation earnings aggregating approximately $176.9 million through the date
of termination of the Company's S corporation status as if such distribution had
been  made at  June 30,  1996 and  the Company's  S corporation  status had been
terminated at such date and  ii) an estimated $7.4  million of net deferred  tax
assets that would have been recorded had the Company's S corporation status been
terminated  on June 30, 1996. The pro forma paid-in capital reflects a reduction
of $20.1 million for that portion of the S Corporation Distribution which is  in
excess of financial statement retained earnings.

No  adjustment has  been made  to give  effect to  the Company's  earned and
undistributed taxable S corporation  earnings for the period  from July 1,  1996
through  the S  Termination Date,  which will  be distributed  as part  of the S
Corporation Distribution.

CREDIT RISK

The Company sells  its merchandise principally  to customers throughout  the
United States and Europe. Management performs regular evaluations concerning the
ability  of its customers  to satisfy their obligations  and records a provision
for doubtful accounts based upon these evaluations. The Company's credit  losses
for  the periods presented are insignificant  and have not exceeded management's
estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amount   of  the  Company's   financial  instruments,   which
principally  include cash,  short and long-term  investments, trade receivables,
accounts payable  and  accrued expenses,  approximates  fair value  due  to  the
relatively short maturity of such instruments.

The  fair value of the Company's debt instruments are based on the amount of
future cash flows associated with each instrument discounted using the Company's
borrowing rate. At December 31,  1994 and 1995 and  June 30, 1996, the  carrying
value of all financial instruments was not materially different from fair value.

USE OF ESTIMATES

Management  of the  Company has made  a number of  estimates and assumptions
relating to  the reporting  of  assets and  liabilities  and the  disclosure  of
contingent  assets  and  liabilities  to  prepare  these  consolidated financial
statements in conformity with  generally accepted accounting principles.  Actual
results could differ from these estimates.

RECLASSIFICATIONS

Certain  reclassifications  have  been  made  to  the  1993,  1994  and 1995
financial statements to conform to the June 30, 1996 presentation.

2.  INVESTMENTS

Long-term investments consist of  equity securities aggregating  $3,136,000,
$3,394,000  and $3,408,000  at December  31, 1994  and 1995  and June  30, 1996,
respectively. The  investments  are generally  accounted  for under  the  equity
method  of accounting.  Supplemental information  on investee  companies has not
been provided as it is immaterial to the consolidated financial statements.

F-9

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

3.  INVENTORIES

Inventories at December 31, 1994 and  1995 and June 30, 1996 are  summarized
as follows (in thousands):

1994       1995
---------  ---------   JUNE 30,
1996
-----------
(UNAUDITED)

Raw materials........................................................  $  17,047  $   9,788   $  13,125
Work in process......................................................     14,032     11,264      10,517
Finished goods.......................................................     52,693     51,837      68,698
---------  ---------  -----------
$  83,772  $  72,889   $  92,340
---------  ---------  -----------
---------  ---------  -----------

4.  PROPERTY AND EQUIPMENT

Property  and equipment at December  31, 1994 and 1995  and June 30, 1996 is
summarized as follows (in thousands):

1994       1995
---------  ---------   JUNE 30,
1996
-----------
(UNAUDITED)

Land and land improvements...........................................  $   5,725  $   5,729   $   5,729
Building and building improvements...................................      8,435      8,446       8,446
Leasehold improvements...............................................     25,470     36,059      37,844
Machinery and equipment..............................................     40,389     48,279      50,565
Corporate aircraft...................................................     18,324     19,138      21,206
Construction in progress.............................................        363      2,269       3,021
---------  ---------  -----------
98,706    119,920     126,811
Less accumulated depreciation and amortization.......................     38,981     51,721      59,465
---------  ---------  -----------
$  59,725  $  68,199   $  67,346
---------  ---------  -----------
---------  ---------  -----------

Construction in progress  at December 31,  1994 and 1995  and June 30,  1996
represents   the  costs  associated  with  the  construction  of  buildings  and
improvements used in the Company's  operations and other capitalizable  expenses
for projects in progress.

F-10

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

5.  NOTES PAYABLE AND LONG-TERM DEBT

Notes  payable and long-term debt at December 31, 1994 and 1995 and June 30,
1996 are summarized as follows (in thousands):

1994        1995
----------  ----------   JUNE 30,
1996
-----------
(UNAUDITED)

9 1/2% Senior Subordinated Notes due 2003 (see note 7)......................  $  115,000  $  105,000   $ 105,000
Advances under secured $100,000,000 long-term line of credit with a
syndicate of banks, interest is variable, with an average annual effective
rate of 6.42% in 1994 and 7.94% in 1995, 7.01% in the six months ended June
30, 1996 and payable monthly...............................................      35,000      13,000      43,000
Note payable, secured by corporate aircraft, bearing interest at 10.59% per
year, due in quarterly installments of $665,385 through December 1995......       1,895      --          --
Note payable, secured by corporate aircraft, bearing interest at 8.23% per
year, payable in quarterly installments of $221,003 through March 1998.....       2,499       1,799       1,427
Other, including capitalized leases.........................................       2,101       3,536       3,341
----------  ----------  -----------
156,495     123,335     152,768
Less current installments...................................................       4,696       4,123       4,056
----------  ----------  -----------
$  151,799  $  119,212   $ 148,712
----------  ----------  -----------
----------  ----------  -----------

Aggregate maturities of  notes payable  and long-term debt  at December  31,
1995 are summarized as follows:

December 31, (in thousands):
1996....................................................................  $   4,123
1997....................................................................     13,995
1998....................................................................        217
1999....................................................................     --
2000....................................................................     --
Thereafter..............................................................    105,000
---------
$ 123,335
---------
---------

The  Company had outstanding  standby letters of  credit aggregating $9.0 at
December 31, 1995 under its $100 million long term line of credit. Additionally,
the Company has a $25 million letter  of credit facility pursuant to which  $1.1
million in letters of credit were outstanding at December 31, 1995.

During  1994  and  1995, the  Company  repurchased $15.0  million  and $10.0
million of  the  Senior  Subordinated  Notes,  respectively.  Additionally,  the
related  deferred financing costs  of $468,000 and $281,000  were written off to
interest expense during 1994 and 1995, respectively.

F-11

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

6.  INCOME TAXES

The provision for state income taxes for the years ended December 31,  1993,
1994  and 1995 and the six months ended  July 2, 1995 and June 30, 1996 consists
of the following (in thousands):

JULY 2,    JUNE 30,
1993       1994       1995       1995        1996
---------  ---------  ---------  ---------  -----------

Current income tax....................................  $   3,014  $   3,540  $   2,895  $   1,275   $   1,598
Deferred tax benefit..................................     (1,204)    --         --         --          --
---------  ---------  ---------  ---------  -----------
$   1,810  $   3,540  $   2,895  $   1,275   $   1,598
---------  ---------  ---------  ---------  -----------
---------  ---------  ---------  ---------  -----------

Deferred income tax benefits in 1993 resulted from timing differences in the
recognition of revenue and expense  for financial reporting purposes and  income
tax  purposes. These  differences related  principally to  a lawsuit settlement,
depreciation expense and officers' compensation.

7.  STOCK REPURCHASE
On August 23, 1993,  the Company and certain  of its stockholders  completed
the  purchase of  all of the  common stock  owned by a  selling stockholder. The
Company purchased 20,031,000  shares, representing 38%  of the then  outstanding
shares, from the selling stockholder (the "Company Purchased Shares"). The total
purchase  price for the  Company Purchased Shares  aggregated $203.5 million. To
consummate the acquisition  of the  Company Purchased Shares,  the Company  used
proceeds from the sale of 9 1/2% Senior Subordinated Notes due 2003 (the "Senior
Subordinated  Notes") aggregating $130.0  million principal amount  and a Bridge
Loan of $80.0 million.

The Senior Subordinated Notes  have a maturity date  of August 15, 2003  and
accrue  interest, payable semiannually, at an  original rate of interest of 10%.
On February 7, 1994, the Company  exchanged these Notes for publicly  registered
notes  which reduced this interest rate to 9 1/2%, until maturity. The notes are
redeemable at the option of the Company, in whole or in part, on or after August
15, 1998, at various redemption prices. Additionally, the Company may redeem  up
to  35% of  the original aggregate  principal amount of  the Senior Subordinated
Notes at any time on or prior to August 15, 1996 in the event of a Public Equity
Offering in which the Company receives proceeds of not less than $30.0  million,
at a redemption price of 109% of the principal amount of the notes redeemed.

In connection with the purchase of the Company Purchased Shares, the Company
charged  retained earnings $52.7 million, representing the selling stockholder's
allocable portion of retained earnings as of August 23, 1993, the purchase date.
The remaining  cost of  the  acquired shares,  or $150.8  million,  representing
purchase  price  in  excess  of  the  selling  stockholder's  allocated retained
earnings, was  recorded  as  treasury stock  in  the  accompanying  consolidated
financial statements.

Deferred  financing costs totaling $3.3  million were incurred in connection
with the sale of the Senior  Subordinated Notes, and $2.4 million were  incurred
in connection with the Bridge Loan. Such deferred financing costs, plus expenses
of  the offering  of the  Senior Subordinated Notes  and Bridge  Loan, have been
capitalized  as  deferred  financing  costs  and  will  be  amortized  over  the
respective  terms of the  related indebtedness. The costs  related to the Bridge
Loan were fully amortized upon the repayment of the Bridge Loan and recorded  as
interest  expense in  the accompanying  Consolidated Statement  of Earnings. See
also note 5.

8.  RELATED PARTY TRANSACTIONS
The Company is engaged in various transactions with entities affiliated with
trusts for the  respective benefit  of Maurice,  Paul and  Armand Marciano  (the
"Marciano Trusts"). The Company believes that each

F-12

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

8.  RELATED PARTY TRANSACTIONS (CONTINUED)

of  the companies, in which the Marciano  Trusts have an investment, and related
party transactions discussed below were entered into on terms no less  favorable
to the Company than could have been obtained from an unaffiliated third party.

LICENSE ARRANGEMENTS AND LICENSEE TRANSACTIONS

On  January 1,  1995, the  Company entered  into a  licensing agreement with
Charles David of California ("Charles  David"). This new agreement superseded  a
prior  license agreement dated September  28, 1990 and amended  in May 1993. The
Marciano Trusts and Nathalie Marciano (the spouse of Maurice Marciano)  together
own 50% of Charles David, and the remaining 50% is owned by the father-in-law of
Maurice  Marciano.  The license  agreement grants  Charles  David the  rights to
manufacture worldwide and distribute worldwide (except Japan) men's, women's and
some children's leather and rubber footwear, excluding athletic footwear,  which
bear  the GUESS logo and trademark. The  license also includes related shoe care
products and  accessories. Gross  royalties  earned by  the Company  under  such
license  agreement for the fiscal years ended  December 31, 1993, 1994 and 1995,
and for  the  six  months  ended June  30,  1996,  was  $1,707,000,  $1,893,000,
$2,117,000  and  $858,000, respectively.  In  the same  respective  periods, the
Company purchased $3,715,000, $4,814,000, $6,357,000 and $2,725,000 of  products
from Charles David for resale in the retail division's stores.

On  September 1, 1994,  the Company entered into  a licensing agreement with
California Sunshine Active Wear, Inc.  ("California Sunshine"), granting it  the
rights to manufacture and distribute certain men's and women's activewear, which
bear  the GUESS logo  and trademark, in  the United States.  The Marciano Trusts
together own 51% of California Sunshine.  Gross royalties earned by the  Company
under  such license agreement for  the fiscal years ended  December 31, 1994 and
1995, and for the six months ended June 30, 1996, was $0, $342,000 and $350,000,
respectively. In  the  same periods,  the  Company purchased  $0,  $254,000  and
$332,000  of  products  from  California  Sunshine  for  resale  in  the  retail
division's stores.

Effective January 1, 1995,  the Company entered  into a licensing  agreement
with  Guess Italia, S.r.l. ("Guess Italia"),  granting it the exclusive right in
Italy and  non-exclusive right  in  other parts  of  Europe to  manufacture  and
distribute  men's and women's  apparel and accessories that  bear the GUESS logo
and trademark. Guess  Italia is owned  79% by  the Company and  21% by  Marciano
International,  Inc., a company  wholly owned by the  Marciano Trusts, and being
merged into the Company as a part of the Reorganization. Gross royalties  earned
by  the Company under such license agreement  for the fiscal year ended December
31, 1995, and for the six months ended June 30, 1996, was $505,000 and $266,000,
respectively. During 1993, 1994 and 1995 and the six months ended June 30, 1996,
the Company  purchased $0,  $0, $511,000  and $251,000  of products  from  Guess
Italia  for  resale  in  the  retail division's  stores.  The  Company  sold $0,
$1,100,000, $411,000 and $94,000 of products to Guess Italia during 1993,  1994,
1995  and the six months ended June 30, 1996, respectively. The Company will pay
the Marciano Trusts an  aggregate of $300,000 in  connection with the merger  of
Marciano International, Inc. into the Company.

On  May 3, 1994, the  Company entered into an  agreement with Ranche Limited
("Ranche") to serve  as a  non-exclusive buying agent  for the  Company in  Hong
Kong,  which agreement was  terminated in the  first quarter of  1996. Ranche is
currently a wholly  owned subsidiary of  Guess Europe, B.V.  In the fiscal  year
ended  December 31,  1995, and  in the  six months  ended June  30, 1996, Ranche
earned  commission  income  from  the   Company  of  $1,334,000  and   $192,000,
respectively, in connection with supplying product. In addition, Ranche operates
under  a licensing arrangement to distribute product to authorized distributors.
Aggregate royalty income earned by the Company under such license for the fiscal
year ended December 31, 1995,  and for the six months  ended June 30, 1996,  was
$240,000 and $133,000, respectively.

F-13

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

8.  RELATED PARTY TRANSACTIONS (CONTINUED)

On  December 1,  1992, the Company  entered into a  licensing agreement with
Nantucket Industries, Inc.  ("Nantucket Industries")  granting it  the right  to
distribute  and manufacture  men's and women's  innerwear, which  bear the GUESS
logo and trademark, in the United States. The Marciano Trusts together own  8.9%
of  Nantucket  Industries.  Gross royalties  earned  by the  Company  under such
license agreement for the fiscal years  ended December 31, 1993, 1994 and  1995,
and  for the six months ended June 30, 1996, was $47,000, $214,000, $264,000 and
$157,000, respectively. In  the same respective  periods, the Company  purchased
$23,000,  $201,000, $505,000 and $313,000  of products from Nantucket Industries
for resale in the retail division's stores.

LEASES

The Company leases  manufacturing, warehouse  and administrative  facilities
and  one retail  administrative facility  from partnerships  affiliated with the
Marciano Trusts. The leases will expire  in July 2008. Aggregate lease  payments
under  such leases for the  fiscal years ended December  31, 1993, 1994 and 1995
and the  six months  ended  July 2,  1995 and  June  30, 1996  were  $2,065,000,
$2,610,000, $2,803,000, $1,250,000 and $1,286,000, respectively.

9.  COMMITMENTS AND CONTINGENCIES

LEASES

The  Company leases its showrooms and retail store locations under operating
lease agreements expiring  on various  dates through  July 2008.  Some of  these
leases  require the  Company to  make periodic  payments for  property taxes and
common area  operating  expenses. Certain  leases  include rent  abatements  and
scheduled  rent  escalations,  for which  the  effects are  being  amortized and
recorded over the  lease term.  The Company also  leases some  of its  equipment
under operating lease agreements expiring at various dates through May, 1999.

Future  minimum  rental  payments under  noncancelable  operating  leases at
December 31, 1995 are as follows:

Year ending December 31, (in thousands):
1996....................................................................  $  19,784
1997....................................................................     20,525
1998....................................................................     19,205
1999....................................................................     17,481
2000....................................................................     16,509
Thereafter..............................................................     74,964
---------
$ 168,468
---------
---------

Rental expense for all operating leases during the years ended December  31,
1993,  1994,  and  1995  aggregated  $13,276,000,  $16,295,000,  and $21,940,000
respectively. Rental expenses for the six months ended July 2, 1995 and June 30,
1996 aggregated $10,087,000 and $12,640,000, respectively.

INCENTIVE BONUSES

Certain officers of the Company are  entitled to incentive bonuses based  on
the Company's profits.

LITIGATION

The  Company  is a  party  to various  claims,  complaints, and  other legal
actions that have arisen in the ordinary  course of business from time to  time.
The  Company believes that the outcome of  all pending legal proceedings, in the
aggregate, will not have  a material adverse effect  on the Company's  financial
condition or the results of its operations.

F-14

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

10. 401(K) SAVINGS PLAN

On  January 1, 1992, the  Company established the Guess  ? Inc. Savings Plan
(the "Savings Plan") under  Section 401(k) of the  Internal Revenue Code.  Under
the  Savings Plan, associates may contribute up to 15% of their compensation per
year subject  to the  elective limits  as defined  by Internal  Revenue  Service
guidelines  and the  Company may make  matching contributions in  amounts not to
exceed 1.5% of the associates' annual compensation. The Company's  contributions
to  the Savings  Plan during the  years ended  December 31, 1993,  1994 and 1995
aggregated $221,000, $213,000 and  $261,000, respectively. Contributions to  the
Savings  Plan  during  the six  months  ended July  2,  1995 and  June  30, 1996
aggregated $132,000 and $134,000, respectively.

11. QUARTERLY INFORMATION (UNAUDITED)
The following is a summary of the unaudited quarterly financial  information
for the years ended December 31, 1994 and 1995 (in thousands):

FIRST       SECOND      THIRD       FOURTH
QUARTER     QUARTER     QUARTER     QUARTER
----------  ----------  ----------  ----------

1994
Net revenue............................................  $  122,729  $  119,383  $  160,783  $  144,917
Gross profit...........................................      59,784      53,611      79,232      63,196
Earnings before income taxes...........................      24,186      16,627      36,591      23,777
Net earnings...........................................      23,479      16,064      35,333      22,765
SUPPLEMENTAL PRO FORMA EARNINGS:
Earnings before income taxes...........................      24,186      16,627      36,591      23,777
Net earnings...........................................      14,512       9,976      21,955      14,266
1995
Net revenue............................................     124,903     104,749     133,129     123,952
Gross profit...........................................      59,636      49,207      59,148      56,600
Earnings before income taxes...........................      21,271      12,998      17,322      15,223
Net earnings...........................................      20,712      12,282      16,484      14,441
SUPPLEMENTAL PRO FORMA EARNINGS:
Earnings before income taxes...........................      21,271      12,998      17,322      15,223
Net earnings...........................................      12,763       7,798      10,395       9,132

12. INTERNATIONAL REVENUE

Net  revenue is summarized as follows for the years ended December 31, 1993,
1994 and 1995 and the six months ended July 2, 1995 and June 30, 1996:

SIX MONTHS ENDED
----------------------
JULY 2,     JUNE 30,
1993        1994        1995        1995        1996
----------  ----------  ----------  ----------  ----------

Domestic...................................  $  506,301  $  527,296  $  453,344  $  214,028  $  228,235
International..............................      13,923      20,516      33,389      15,624      29,171
----------  ----------  ----------  ----------  ----------
$  520,224  $  547,812  $  486,733  $  229,652  $  257,406
----------  ----------  ----------  ----------  ----------
----------  ----------  ----------  ----------  ----------

International revenue  includes  domestic sales  to  international  markets,
sales  of product from international subsidiaries and net royalties from foreign
licenses.

F-15

GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

13. SUBSEQUENT EVENTS
In May 1996, the Board of Directors authorized the filing of a  registration
statement for an initial public offering of the Company's common stock.

Prior  to  the consummation  of the  Offerings, (i)  Marciano International,
which is owned by  the Marciano Trusts  and currently holds  an interest in  the
subsidiaries  of Guess,  will be  merged with  and into  Guess, (ii)  all of the
capital stock of Guess Italia will be contributed to Guess? Europe, B.V.,  (iii)
the  Company will effect a 32.66 to 1 split of the Common Stock and (iv) as part
of  the  S  Corporation  Distribution,  the  Company  will  distribute  to   its
stockholders  promissory  notes  bearing  interest  at  8%  per  annum  (the  "S
Distribution Notes"). The Company will pay  the Marciano Trusts an aggregate  of
$300,000  in connection with the merger of Marciano International, Inc. into the
Company. All of such transactions are referred to as the "Reorganization."

Concurrently with  the  consummation  of the  transactions  related  to  the
Offerings  (the  "Closing Date"),  the Company's  S  corporation status  will be
terminated (the "S  Termination Date").  Prior to  the S  Termination Date,  the
Company will declare a distribution to its stockholders that will include all of
its  previously earned and undistributed S corporation earnings through the date
of termination  of  the  Company's  S  corporation  status.  The  S  Corporation
Distribution will occur prior to the S Termination Date and will be comprised of
the  S Distribution Notes. Between July 1,  1996 and the S Termination Date, the
Company anticipates the increase in the S Distribution Notes to be between  $3.1
million  and $13.1 million, including a  gain for income tax purposes recognized
as a result of  the sale of one  of the Company's aircraft.  On and after the  S
Termination Date, the Company will no longer be treated as an S corporation and,
accordingly, will be fully subject to Federal and state income taxes.

Immediately  prior  to  the Offerings,  the  Company will  grant  options to
purchase 1,207,405 shares pursuant to the Company's 1996 Equity Incentive  Plan.
Of  such options,  1,137,598 will  have an exercise  price equal  to the initial
public offering price for shares of common stock to be sold in the Offerings and
69,807 will have an  exercise price of  $21.49 per share.  The Company does  not
anticipate  recording  any compensation  expense as  a  result of  granting such
options.

14. REORGANIZATION CHARGE

In the second  quarter of  1996, the Company  recorded a  provision of  $3.6
million for certain non-recurring charges relating to the writedown of operating
assets associated with the (i) disposal of two currently active remote warehouse
and  production facilities,  in contemplation  of the  Offerings, which  are not
expected to be used  in the Company's operations  after the Offerings, and  (ii)
the  net book loss incurred by the Company in connection with the sale of one of
its aircraft in contemplation of the Offerings.

F-16

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

NO  DEALER, SALESPERSON OR OTHER INDIVIDUAL  HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR  MAKE ANY  REPRESENTATIONS NOT  CONTAINED IN  THIS PROSPECTUS  IN
CONNECTION  WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL,  OR  A SOLICITATION  OF  AN  OFFER TO  BUY,  THE COMMON  STOCK  IN  ANY
JURISDICTION  WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.  NEITHER THE  DELIVERY OF  THIS PROSPECTUS  NOR ANY  SALE  MADE
HEREUNDER  SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE  AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

--------------

TABLE OF CONTENTS

PAGE
-----

Prospectus Summary.............................           3
Risk Factors...................................           7
Company History, the Reorganization and Prior S
Corporation Status............................          12
Use of Proceeds................................          13
Dividend Policy................................          13
Capitalization.................................          14
Dilution.......................................          15
Selected Financial Data........................          16
Selected Pro Forma Financial Data..............          18

Management's Discussion and Analysis of
Financial Condition and Results of
Operations....................................          19
Business.......................................          29
Management.....................................          42
Certain Transactions...........................          54
Principal Stockholders.........................          57
Shares Eligible for Future Sale................          58
Description of Capital Stock...................          59
Certain United States Federal Tax Consequences
to Non-United States Holders..................          61
Underwriting...................................          63
Legal Matters..................................          65
Experts........................................          65
Additional Information.........................          65
Index to Financial Statements..................         F-1

9,200,000 SHARES

[LOGO]

COMMON STOCK

-------------------

PROSPECTUS

-------------------

MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED

, 1996

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

Information   contained  herein  is  subject   to  completion  or  amendment.  A
registration statement  relating to  these securities  has been  filed with  the
Securities  and Exchange  Commission. These securities  may not be  sold nor may
offers to buy be accepted prior  to the time the registration statement  becomes
effective.  This  prospectus  shall  not  constitute an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in  any state in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 30, 1996

PROSPECTUS
9,200,000 SHARES

[LOGO]

COMMON STOCK
------------------

Of the 9,200,000  shares of Common  Stock of Guess  ?, Inc. offered  hereby,
1,840,000  shares  are initially  being offered  outside  the United  States and
Canada by the International  Managers and 7,360,000  shares are initially  being
offered  in the United States  and Canada by the  U.S. Underwriters. The initial
public offering  price and  the aggregate  underwriting discount  per share  are
identical for each of the Offerings. See "Underwriting."

Prior  to the  Offerings, there  has been  no public  market for  the Common
Stock. It is  currently estimated  that the  initial public  offering price  per
share  of Common  Stock will be  between $21  and $23. See  "Underwriting" for a
discussion of the  factors to be  considered in determining  the initial  public
offering price of the Common Stock.

The  Common  Stock has  been  approved for  listing  on the  New  York Stock
Exchange under the symbol "GES," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE  7 FOR A DISCUSSION OF CERTAIN  FACTORS
THAT  SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------

THESE SECURITIES  HAVE  NOT  BEEN  APPROVED OR  DISAPPROVED  BY  THE  SECURITIES
AND   EXCHANGE  COMMISSION  OR  ANY   STATE  SECURITIES  COMMISSION,  NOR  HAS
THE  SECURITIES   AND   EXCHANGE   COMMISSION  OR   ANY   STATE   SECURITIES
COMMISSION    PASSED   UPON   THE   ACCURACY   OR   ADEQUACY   OF   THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE TO         UNDERWRITING        PROCEEDS TO
PUBLIC          DISCOUNT (1)        COMPANY (2)

Per Share...........................          $                  $                  $
Total (3)...........................          $                  $                  $

(1) The Company  and the  Principal Stockholders  have agreed  to indemnify  the
several   Underwriters  against   certain  liabilities,   including  certain
liabilities  under   the   Securities  Act   of   1933,  as   amended.   See
"Underwriting."

(2) Before deducting expenses payable by the Company estimated to be $1,750,000.

(3) The  Company  has  granted  to  the  International  Managers  and  the  U.S.
Underwriters options,  exercisable within  30 days  after the  date of  this
Prospectus,  to purchase up to an additional 276,000 and 1,104,000 shares of
Common Stock, respectively, to  cover over-allotments, if  any. If all  such
additional  shares are  purchased, the  total Price  to Public, Underwriting
Discount and Proceeds  to Company will  be $              , $            and
$         , respectively. See "Underwriting."

--------------------------
The  shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as  and if issued to and  accepted by them, and subject  to
the  approval  of certain  legal  matters by  counsel  for the  Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and  to reject orders in whole  or in part. It is  expected
that  delivery of the shares of Common Stock  will be made in New York, New York
on or about             , 1996.

--------------------------
MERRILL LYNCH INTERNATIONAL  MORGAN STANLEY & CO.
INTERNATIONAL
----------------------------------------

The date of this Prospectus is             , 1996.

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject  to the terms and conditions  set forth in an international purchase
agreement (the "International Purchase Agreement") among the Company and each of
the underwriters named  below (the "International  Managers"), and  concurrently
with  the sale of 7,360,000 shares of  Common Stock to the U.S. Underwriters (as
defined below), the  Company has  agreed to sell  to each  of the  International
Managers,  and  each  of  the International  Managers  severally  has  agreed to
purchase from  the Company,  the number  of  shares of  Common Stock  set  forth
opposite its name below.

NUMBER
INTERNATIONAL MANAGERS                                         OF SHARES
-----------

Merrill Lynch International...........................................
Morgan Stanley & Co. International Limited............................
-----------
Total.......................................................    1,840,000
-----------
-----------

Merrill  Lynch International and Morgan  Stanley & Co. International Limited
are acting  as  representatives  (the "International  Representatives")  of  the
International Managers.

The  Company has also entered into  a purchase agreement (the "U.S. Purchase
Agreement"  and,  together  with  the  International  Purchase  Agreement,   the
"Purchase Agreements") with certain underwriters in the United States and Canada
(collectively,  the  "U.S. Underwriters,"  and  together with  the International
Managers, the "Underwriters"), for  whom Merrill Lynch,  Pierce, Fenner &  Smith
Incorporated and Morgan Stanley & Co. Incorporated are acting as representatives
(the    "U.S.   Representatives"   and,    together   with   the   International
Representatives, the "Representatives"). Subject to the terms and conditions set
forth in  the  U.S.  Purchase  Agreement, and  concurrently  with  the  sale  of
1,840,000  shares of Common Stock to  the International Managers pursuant to the
International Purchase Agreement,  the Company has  agreed to sell  to the  U.S.
Underwriters,  and the U.S. Underwriters have  severally agreed to purchase from
the Company,  an aggregate  of 7,360,000  shares of  Common Stock.  The  initial
public  offering price per  share of Common Stock  and the underwriting discount
per share  of  Common  Stock  are identical  under  the  International  Purchase
Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several  International Managers and the several U.S. Underwriters, respectively,
have agreed, subject to the terms and conditions set forth therein, to  purchase
all  of the shares of Common Stock being sold pursuant to each such Agreement if
any of the  shares of Common  Stock being  sold pursuant to  such Agreement  are
purchased.  Under  certain  circumstances,  the  commitments  of  non-defaulting
International Managers  or  U.S.  Underwriters  (as the  case  may  be)  may  be
increased.  The purchase of shares of Common Stock by the International Managers
is conditioned  upon  the  purchase  of  shares of  Common  Stock  by  the  U.S.
Underwriters and vice versa.

The  International Managers and  the U.S. Underwriters  have entered into an
intersyndicate agreement  (the  "Intersyndicate Agreement")  providing  for  the
coordination  of their activities. The Underwriters are permitted to sell shares
of Common Stock  to each  other for  purposes of  resale at  the initial  public
offering  price, less an  amount not greater than  the selling concession. Under
the terms of the  Intersyndicate Agreement, the  International Managers and  any
dealer  to whom they sell shares of Common  Stock will not offer to sell or sell
shares of Common Stock to persons who are U.S. or Canadian persons or to persons
they believe intend to resell to persons  who are U.S. or Canadian persons,  and
the  U.S. Underwriters and any  dealer to whom they  sell shares of Common Stock
will not offer to sell or sell shares of Common Stock to non-U.S. persons or  to
non-Canadian  persons or  to persons they  believe intend to  resell to non-U.S.
persons or non-Canadian persons, except in the case of transactions pursuant  to
the Intersyndicate Agreement. The International Representatives have advised the
Company that the International Managers propose initially to offer the shares of
Common Stock to the public at the initial public offering price set forth on the
cover

63

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
page  of this Prospectus, and  to certain selected dealers  at such price less a
concession not in excess of $
per share  of Common  Stock.  The International  Managers  may allow,  and  such
dealers  may reallow, a discount not in excess of $    per share of Common Stock
on sales to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

Each International Manager has agreed that  (i) it has not offered or  sold,
and,  for a period of  six months following consummation  of the Offerings, will
not offer or sell, to persons in the United Kingdom, other than to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal  or agent)  for the  purposes of  their businesses  or
otherwise  in circumstances which  have not resulted  and will not  result in an
offer to the  public in  the United  Kingdom within  the meaning  of the  Public
Offers of Securities Regulations 1995; (ii) it has complied with and will comply
with  all applicable provisions of the  Financial Services Act 1986 with respect
to anything done by  it in relation to  the shares of Common  Stock in, from  or
otherwise involving the United Kingdom and (iii) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the shares of Common Stock to a person who is of
a kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements)  (Exemptions) Order 1995,  or is a person  to whom such document
may otherwise lawfully be issued or passed on.

Purchasers of the shares hereby may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase, in
addition to the offering price set forth on the cover page hereby.

At the request  of the Company,  the U.S. Underwriters  have reserved up  to
750,000  shares of Common Stock for sale at the initial public offering price to
directors, officers, employees, business associates  and related persons of  the
Company.  The number of shares of Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved shares.
Any reserved  shares  which  are  not  so  purchased  will  be  offered  by  the
Underwriters to the general public on the same basis as the other shares offered
hereby.  Certain individuals purchasing reserved shares may be required to agree
not to sell,  offer or otherwise  dispose of any  shares of Common  Stock for  a
period of three months after the date of this Prospectus.

The  Company, the Principal Stockholders and certain executive officers have
agreed, subject to certain exceptions, not to, directly or indirectly, (i) sell,
grant any option  to purchase  or otherwise transfer  or dispose  of any  Common
Stock  or securities convertible into or  exchangeable or exercisable for Common
Stock or file a registration statement under the Securities Act with respect  to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers,  in whole or  in part, the  economic consequence of  ownership of the
Common Stock, without the prior written  consent of Merrill Lynch, for a  period
of 180 days after the date of this Prospectus.

The Company has granted an option to the International Managers, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of  276,000 additional  shares of  Common Stock  at the  initial public offering
price set forth  on the  cover page of  this Prospectus,  less the  underwriting
discount.  The International  Managers may  exercise this  option only  to cover
over-allotments, if any, made on the sale of the Common Stock offered hereby. To
the  extent  that  the  International   Managers  exercise  this  option,   each
International  Manager  will be  obligated,  subject to  certain  conditions, to
purchase a number  of additional shares  of Common Stock  proportionate to  such
International  Manager's initial  amount reflected  in the  foregoing table. The
Company also has granted an option to the U.S. Underwriters, exercisable  within
30  days after the  date of this Prospectus,  to purchase up  to an aggregate of
1,104,000 additional shares of Common Stock to cover over-allotments, if any, on
terms similar to those granted to the International Managers.

Prior to the Offerings, there  has been no public  market for the shares  of
Common  Stock  of  the  Company.  The initial  public  offering  price  has been
determined through  negotiations between  the Company  and the  Representatives.
Among  the factors considered in determining  the initial public offering price,
in addition  to  prevailing  market conditions,  are  price-earnings  ratios  of
publicly  traded companies that the Representatives  believe to be comparable to
the Company, certain financial information of the Company,

64

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
the history of, and the prospects for, the Company and the industry in which  it
competes,  an  assessment  of the  Company's  management, its  past  and present
operations, the prospects for,  and timing of, future  revenues of the  Company,
the  present  state  of the  Company's  development,  and the  above  factors in
relation to market values and valuation  measures of other companies engaged  in
activities  similar to  the Company.  There can be  no assurance  that an active
trading market will develop for the Common  Stock or that the Common Stock  will
trade  in the public market subsequent to  the Offerings at or above the initial
public offering price.

The Underwriters do not intend to confirm sales of the Common Stock  offered
hereby to any accounts over which they exercise discretionary authority.

The  Company and  the Principal  Stockholders have  agreed to  indemnify the
several Underwriters against  certain liabilities,  including liabilities  under
the  Securities  Act,  or to  contribute  to  payments the  Underwriters  may be
required to make in respect thereof.

65

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

LEGAL MATTERS

The  validity of the Common Stock offered hereby will be passed upon for the
Company by Shearman & Sterling,  Los Angeles, California. Certain legal  matters
relating  to the Offerings will be passed  upon for the Underwriters by Skadden,
Arps, Slate, Meagher &  Flom, Los Angeles, California.  Shearman & Sterling  has
from  time to  time represented certain  of the Underwriters  in connection with
unrelated legal matters. Skadden, Arps, Slate,  Meagher & Flom has from time  to
time represented the Company in connection with unrelated legal matters.

EXPERTS

The  consolidated financial  statements and  schedule of  the Company  as of
December 31, 1994 and 1995, and for each  of the years in the three year  period
ended  December  31, 1995,  have been  included herein  and in  the registration
statement in reliance  upon the  report of  KPMG Peat  Marwick LLP,  independent
certified  public accountants appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and, in  accordance therewith,  files  reports and  other information  with  the
Securities  and Exchange Commission. Such reports and other information filed by
the Company  may be  inspected without  charge at  the Securities  and  Exchange
Commission's principal office in Washington, D.C., and at the following regional
offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago,  Illinois 60661-2511 and  at Seven World Trade  Center, Suite 1300, New
York, New York 10048. Copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, 450 Fifth  Street,
N.W.,  Washington, D.C. 20549 upon payment  of the prescribed fees. Upon listing
of the Common Stock on the NYSE, such reports and other information can also  be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
In  addition, the Commission maintains a World  Wide Web site on the Internet at
http:// www.sec.gov that contains reports, proxy and information statements  and
other  information  regarding  registrants  that  file  electronically  with the
Commission.

The Company  has  filed  with  the  Securities  and  Exchange  Commission  a
Registration  Statement on Form S-1 under the Securities Act with respect to the
Common Stock  offered  hereby. This  Prospectus  does  not contain  all  of  the
information  set  forth  in  the Registration  Statement  and  the  exhibits and
schedules thereto. For further information with  respect to the Company or  such
Common  Stock, reference is made to the Registration Statement and the schedules
and exhibits filed as  a part thereof. Statements  contained in this  Prospectus
regarding the contents of any contract or any other document are not necessarily
complete  and, in each  instance, reference is  hereby made to  the copy of such
contract or other document filed as  an exhibit to such Registration  Statement.
The Registration Statement, including exhibits thereto, may be inspected without
charge  office of the Securities  and Exchange Commission. Copies  of all or any
part thereof may be obtained upon payment of the prescribed fees.

The  Company  intends  to  furnish  its  stockholders  with  annual  reports
containing   financial  statements  audited   by  independent  certified  public
accountants  and   with  quarterly   reports  containing   unaudited   financial
information for each of the first three quarters of each fiscal year.

66

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO  DEALER, SALESPERSON OR OTHER INDIVIDUAL  HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR  MAKE ANY  REPRESENTATIONS NOT  CONTAINED IN  THIS PROSPECTUS  IN
CONNECTION  WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL,  OR  A SOLICITATION  OF  AN  OFFER TO  BUY,  THE COMMON  STOCK  IN  ANY
JURISDICTION  WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.  NEITHER THE  DELIVERY OF  THIS PROSPECTUS  NOR ANY  SALE  MADE
HEREUNDER  SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE  AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
THIS  DOCUMENT IS BEING DISTRIBUTED IN THE UNITED KINGDOM ONLY TO PERSONS OF
A KIND DESCRIBED IN ARTICLE 11(3) OF THE FINANCIAL SERVICES ACT 1988 (INVESTMENT
ADVERTISEMENTS) (EXEMPTIONS) ORDER 1995 OR TO WHOM IT WOULD OTHERWISE BE  LAWFUL
SO TO DO.

--------------

TABLE OF CONTENTS

PAGE
-----

Prospectus Summary.............................           3
Risk Factors...................................           7
Company History, the Reorganization and Prior S
Corporation Status............................          12
Use of Proceeds................................          13
Dividend Policy................................          13
Capitalization.................................          14
Dilution.......................................          15
Selected Financial Data........................          16
Selected Pro Forma Financial Data..............          18

Management's Discussion and Analysis of
Financial Condition and Results of
Operations....................................          19
Business.......................................          29
Management.....................................          42
Certain Transactions...........................          54
Principal Stockholders.........................          57
Shares Eligible for Future Sale................          58
Description of Capital Stock...................          59
Certain United States Federal Tax Consequences
to Non-United States Holders..................          61
Underwriting...................................          63
Legal Matters..................................          66
Experts........................................          66
Additional Information.........................          66
Index to Financial Statements..................         F-1

9,200,000 SHARES

[LOGO]

COMMON STOCK

-------------------

PROSPECTUS

-------------------

MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO.
INTERNATIONAL

, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC registration fee............................................  $  83,911
NASD fee........................................................     24,834
NYSE listing fee................................................    235,100
Blue sky fees...................................................     25,000
Printing and engraving expenses.................................    221,000
Accountants' fees and expenses..................................    185,000
Attorneys' fees and expenses....................................    425,000
Transfer agent fees.............................................     10,000
Miscellaneous...................................................    540,155
---------
Total.........................................................  $1,750,000
---------
---------

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant  to Section  145 of  the General  Corporation Law  of Delaware (the
"Delaware Corporation Law"), Article IX of the Bylaws of the Registrant, a  copy
of  which is filed as Exhibit 3.2  to this Registration Statement, provides that
the Registrant shall  indemnify any  person in connection  with any  threatened,
pending  or completed legal proceeding  (other than a legal  proceeding by or in
the right of the Registrant) by reason of the fact that he is or was a  director
or  officer  of the  Registrant  or is  or  was serving  at  the request  of the
Registrant as a  director, officer,  employee or agent  of another  corporation,
partnership  or other  enterprise against expenses  (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with  such legal proceeding  if he acted  in good faith  and in  a
manner that he reasonably believed to be in or not opposed to the best interests
of the Registrant, and, with respect to any criminal action or proceeding, if he
had  no reasonable cause to believe that  his conduct was unlawful. If the legal
proceeding is by or in the right of the Registrant, the director or officer  may
be  indemnified by the  Registrant against expenses  (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such legal proceeding if he  acted in good faith and  in a manner he  reasonably
believed  to be in  or not opposed to  the best interests  of the Registrant and
except that he may not be indemnified  in respect of any claim, issue or  matter
as  to which he shall have been adjudged to be liable to the Registrant unless a
court determines otherwise.

Article IX  of the  Registrant's Bylaws  allows the  Registrant to  maintain
director and officer liability insurance on behalf of any person who is or was a
director  or officer of  the Registrant or  such person who  serves or served as
director, officer,  employee or  agent of  another corporation,  partnership  or
other enterprise at the request of the Registrant.

Pursuant  to Section 102(b)(7) of the  Delaware Corporation Law, Article VII
of the Restated Certificate of Incorporation of the Registrant, a copy of  which
is  filed  as  Exhibit 3.1  to  this  Registration Statement,  provides  that no
director of the Registrant shall be  personally liable to the Registrant or  its
stockholders  for monetary  damages for  any breach of  his fiduciary  duty as a
director; provided, however, that such clause  shall not apply to any  liability
of a director (1) for any breach of his duty of loyalty to the Registrant or its
stockholders,  (2) for acts or  omissions that are not  in good faith or involve
intentional misconduct or a knowing violation of the law, (3) under Section  174
of  the Delaware  Corporation Law,  or (4)  for any  transaction from  which the
director derived an improper personal benefit.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the organization of the Registrant in August 1993, Armand
Marciano purchased 100 shares of common  stock of the Registrant. On August  23,
1993,  Armand  Marciano  sold  such  shares  to  Guess  ?,  Inc.,  a  California
corporation ("Guess California"), the  Registrant's predecessor. Thereafter,  in
connection  with the  merger of  Guess California  with and  into the Registrant
pursuant to an  Agreement and Plan  of Merger between  the Registrant and  Guess
California, all of the then outstanding shares of common

II-1

stock  of  the  Registrant were  cancelled  and  retired, and  all  of  the then
outstanding shares of the common stock  of Guess California were converted  into
and  became shares of common stock of the Registrant. In addition, on August 23,
1993, Guess California  sold $130.0 million  principal amount of  9 1/2%  Senior
Subordinated Notes due 2003 (the "Senior Subordinated Notes") to Merrill Lynch &
Co.,  Merrill Lynch, Pierce,  Fenner & Smith,  Incorporated ("Merrill Lynch") at
100% of  the  principal  amount  thereof  (less  aggregate  discounts  of  $3.25
million).   Each  of  such   transactions  was  exempt   from  the  registration
requirements of the Securities Act of  1933, as amended (the "Securities  Act"),
in  reliance  on Section  4(2)  of the  Securities Act  on  the basis  that such
transaction did not involve a public offering. In accordance with the  agreement
pursuant to which Merrill Lynch purchased the Senior Subordinated Notes, Merrill
Lynch  agreed to offer and sell the Senior Subordinated Notes only to "qualified
institutional buyers" (as  defined in  Rule 144A  under the  Securities Act),  a
limited  number  of institutional  "accredited  investors" (as  defined  in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and pursuant to offers  and
sales  that occur outside the  United States within the  meaning of Regulation S
under the Securities Act. Except for  the transactions referred to above,  there
have not been any recent sales of unregistered securities by the Registrant.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NUMBER                                 DESCRIPTION
- ---------  ----------------------------------------------------------------------

1.1.  Form of U.S. Purchase Agreement.
1.2.  Form of International Purchase Agreement.
3.1.  Restated Certificate of Incorporation of the Registrant.
3.2.  Bylaws of the Registrant.
4.1.  Indenture, dated August 23, 1993, between the Registrant and First
Trust National Association, as Trustee. (1)
4.2.  First Supplemental Indenture, dated August 23, 1993, between the
Registrant and First Trust National Association, as Trustee. (1)
4.3.  Specimen stock certificate.
5.1.  Opinion of Shearman & Sterling.
10.1.  Form of Amended and Restated Stockholders' Agreement.
10.2.  Letter Agreement, dated July 9, 1993, among the Registrant, Georges
Marciano, Maurice Marciano, Paul Marciano, Armand Marciano and trusts
for their respective benefit. (1)
10.3.  Employment Agreement, dated March 1, 1994, between the Registrant and
Roger A. Williams. (3)
10.4.  Letter Agreement, dated January 22, 1996, between the Registrant and
Andrea Weiss.
10.5.  Employment Agreement, dated as of May 14, 1996, between the Registrant
and Francis K. Duane.
10.6.  General Release and Indemnity Agreement, dated August 23, 1993, among
Maurice, Paul and Armand Marciano, their respective trusts, the
Registrant, Georges Marciano and his trust. (1)
10.7.  General Release Agreement, dated August 23, 1993, among Maurice, Paul
and Armand Marciano, their respective trusts, the Registrant, and
Georges Marciano and his trust. (1)
10.8.  Cancellation and Reassignment Agreement, dated August 23, 1993, among
the Registrant, MSKMarciano, Inc., Georges Marciano, Inc. and Georges
Marciano. (1)
10.9.  Alameda Lease, dated July 29, 1992, among the Registrant and 1444
Partners, Ltd. (1)

II-2

EXHIBIT
NUMBER                                 DESCRIPTION
- ---------  ----------------------------------------------------------------------

10.10. Revolving Credit Agreement, dated as of December 20, 1993, between the
Registrant and The First National Bank of Boston, as agent, and Sanwa
Bank California, as co-agent, and the group of financial institution
party thereto (the "Revolving Credit Agreement"). (3)
10.11. Security Agreement, dated December 20, 1993, between the Registrant
and the First National Bank of Boston, as agent for itself and for
certain lenders. (3)
10.12. Amendment No. 1 to the Revolving Credit Agreement, dated January 20,
1994, among the parties thereto. (4)
10.13. Amendment No. 2 to the Revolving Credit Agreement, dated April 1,
1994, among the parties thereto. (4)
10.14. Amendment No. 3 to the Revolving Credit Agreement, dated July 18,
1994, among the parties thereto. (4)
10.15. Amendment No. 4 to the Revolving Credit Agreement, dated October 24,
1994, among the parties thereto. (4)
10.16. Amendment No. 5 to the Revolving Credit Agreement, dated February 13,
1995, among the parties thereto. (5)
10.17. Amendment No. 6 to the Revolving Credit Agreement, dated September 14,
1995, among the parties thereto. (5)
10.18. Amendment No. 7 to the Revolving Credit Agreement, dated December 22,
1995, among the parties thereto. (5)
10.19. Amendment No. 8 to the Revolving Credit Agreement, dated February 13,
1996, among the parties thereto.
10.20. Agreement as to Consignment of Documents and Related Matters, dated
December 22, 1995, between the Registrant and The First National Bank
of Boston. (5)
10.21. 1996 Equity Incentive Plan.
10.22. 1996 Non-Employee Directors' Stock Option Plan.
10.23. Annual Incentive Bonus Plan.
10.24. Form of Employment Agreement between the Registrant and Maurice
Marciano.
10.25. Form of Employment Agreement between the Registrant and Paul Marciano.
10.26. Form of Employment Agreement between the Registrant and Armand
Marciano.
10.27. Registration Rights Agreement, dated as of August 1, 1996, among the
Registrant and certain stockholders of the Registrant.
10.28. Form of Indemnification Agreement among the Registrant and certain
stockholders of the Registrant.
10.29. Form of Indemnification Agreement.
21.1.  List of Subsidiaries.
23.1.  Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.2.  Consent of Shearman & Sterling (included in Exhibit 5.1).
+24.1.  Power of Attorney.

II-3

(b) Financial Statement Schedule:

DESCRIPTION
------------------------------------------------------------------------------

Schedule II                        Valuation and Qualifying Accounts

- ------------------------

+   Previously filed.

(1)  Incorporated  by  reference from  the  Registration Statement  on  Form S-1
(Registration No. 33-69236) originally filed by the Company on September 22,
1993.

(2) Incorporated by reference from Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-69236) filed by the Company on November 24, 1993.

(3) Incorporated by reference from the  Company's Quarterly Report on Form  10-Q
for the quarter ended March 27, 1994.

(4)  Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.

(5) Incorporated by reference from the Company's Annual Report on Form 10-K  for
the year ended December 31, 1995.

ITEM 17.  UNDERTAKINGS.

(a)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the   Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant has been advised that in  the opinion of the Securities and  Exchange
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 Common Stock 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.

(b) The undersigned Registrant hereby undertakes that:

(1)  For purposes of determining any  liability under the Securities Act
of 1933, the information omitted from  the form of prospectus filed as  part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or  497(h)  under the  Securities Act  shall be  deemed to  be part  of this
Registration Statement as of the time it was declared effective.

(2) For the purpose  of determining any  liability under the  Securities
Act  of  1933,  each  post-effective  amendment  that  contains  a  form  of
prospectus 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)  The  undersigned  Registrant  hereby  undertakes  to  provide  to   the
Underwriters   at  the   closing  specified  in   the  underwriting  agreements,
certificates in such denominations and registered  in such names as required  by
the Underwriters to permit prompt delivery to each purchaser.

II-4

SIGNATURES

Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
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 July 30, 1996.

GUESS ?, INC.

By:                  *

-----------------------------------
Name:  Maurice Marciano
Title:  CHIEF EXECUTIVE OFFICER

Pursuant  to  the  requirements  of   the  Securities  Act  of  1933,   this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------

Chairman of the Board and
*                    Chief Executive Officer
- -----------------------------------   (Principal Executive       July 29, 1996
Maurice Marciano             Officer)

*                   President, Chief
- -----------------------------------   Operating Officer and      July 29, 1996
Paul Marciano              Director

*                   Senior Executive Vice
- -----------------------------------   President, Secretary and   July 29, 1996
Armand Marciano             Director

/s/ ROGER A. WILLIAMS         Chief Financial Officer
- -----------------------------------   (Principal Financial and   July 29, 1996
Roger A. Williams            Accounting Officer)

/s/ ROGER A. WILLIAMS         Attorney-in-fact for the
- -----------------------------------   persons marked above
Roger A. Williams            with an *

II-5

SCHEDULE II
GUESS ?, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
(IN THOUSANDS)

BALANCE AT    CHARGED TO    DEDUCTIONS    BALANCE
BEGINNING     COSTS AND        AND       AT END
DESCRIPTION                                                          OF PERIOD     EXPENSES     WRITE-OFFS   OF PERIOD
- ------------------------------------------------------------------  -----------  -------------  -----------  ---------

As of December 31, 1993
Allowance for obsolescence......................................   $   1,026        --         $     (26)  $   1,000
Accounts receivable.............................................       9,235         7,505          (834)     15,906

As of December 31, 1994
Allowance for obsolescence......................................       1,000         1,400        --           2,400
Accounts receivable.............................................      15,906           758        (6,273)     10,391

As of December 31, 1995
Allowance for obsolescence......................................       2,400         2,352          (392)      4,360
Accounts receivable.............................................      10,391         5,147        (4,689)     10,849

S-1

EXHIBIT INDEX

EXHIBIT                                                                                          SEQUENTIALLY
NUMBER                                         DESCRIPTION                                        NUMBER PAGE
- ---------  -------------------------------------------------------------------------------------  -------------

1.1.  Form of U.S. Purchase Agreement.
1.2.  Form of International Purchase Agreement.
3.1.  Restated Certificate of Incorporation of the Registrant.
3.2.  Bylaws of the Registrant.
4.1.  Indenture, dated August 23, 1993, between the Registrant and First Trust National
Association, as Trustee. (1)
4.2.  First Supplemental Indenture, dated August 23, 1993, between the Registrant and First
Trust National Association, as Trustee. (1)
4.3.  Specimen stock certificate.
5.1.  Opinion of Shearman & Sterling.
10.1.  Form of Amended and Restated Stockholders' Agreement.
10.2.  Letter Agreement, dated July 9, 1993, among the Registrant, Georges Marciano, Maurice
Marciano, Paul Marciano, Armand Marciano and trusts for their respective benefit.
(1)
10.3.  Employment Agreement, dated March 1, 1994, between the Registrant and Roger A.
Williams. (3)
10.4.  Letter Agreement, dated January 22, 1996, between the Registrant and Andrea Weiss.
10.5.  Employment Agreement, dated as of May 14, 1996, between the Registrant and Francis K.
Duane.
10.6.  General Release and Indemnity Agreement, dated August 23, 1993, among Maurice, Paul
and Armand Marciano, their respective trusts, the Registrant, Georges Marciano and
his trust. (1)
10.7.  General Release Agreement, dated August 23, 1993, among Maurice, Paul and Armand
Marciano, their respective trusts, the Registrant, and Georges Marciano and his
trust. (1)
10.8.  Cancellation and Reassignment Agreement, dated August 23, 1993, among the Registrant,
MSKMarciano, Inc., Georges Marciano, Inc. and Georges Marciano. (1)
10.9.  Alameda Lease, dated July 29, 1992, among the Registrant and 1444 Partners, Ltd. (1)
10.10.  Revolving Credit Agreement, dated as of December 20, 1993, between the Registrant and
The First National Bank of Boston, as agent, and Sanwa Bank California, as co-agent,
and the group of financial institution party thereto (the "Revolving Credit
Agreement"). (3)
10.11.  Security Agreement, dated December 20, 1993, between the Registrant and the First
National Bank of Boston, as agent for itself and for certain lenders. (3)
10.12.  Amendment No. 1 to the Revolving Credit Agreement, dated January 20, 1994, among the
parties thereto. (4)
10.13.  Amendment No. 2 to the Revolving Credit Agreement, dated April 1, 1994, among the
parties thereto. (4)
10.14.  Amendment No. 3 to the Revolving Credit Agreement, dated July 18, 1994, among the
parties thereto. (4)

EXHIBIT                                                                                          SEQUENTIALLY
NUMBER                                         DESCRIPTION                                        NUMBER PAGE
- ---------  -------------------------------------------------------------------------------------  -------------

10.15.  Amendment No. 4 to the Revolving Credit Agreement, dated October 24, 1994, among the
parties thereto. (4)
10.16.  Amendment No. 5 to the Revolving Credit Agreement, dated February 13, 1995, among the
parties thereto. (5)
10.17.  Amendment No. 6 to the Revolving Credit Agreement, dated September 14, 1995, among
the parties thereto. (5)
10.18.  Amendment No. 7 to the Revolving Credit Agreement, dated December 22, 1995, among the
parties thereto. (5)
10.19.  Amendment No. 8 to the Revolving Credit Agreement, dated February 13, 1996, among the
parties thereto.
10.20.  Agreement as to Consignment of Documents and Related Matters, dated December 22,
1995, between the Registrant and The First National Bank of Boston. (5)
10.21.  1996 Equity Incentive Plan.
10.22.  1996 Non-Employee Directors' Stock Option Plan.
10.23.  Annual Incentive Bonus Plan.
10.24.  Form of Employment Agreement between the Registrant and Maurice Marciano.
10.25.  Form of Employment Agreement between the Registrant and Paul Marciano.
10.26.  Form of Employment Agreement between the Registrant and Armand Marciano.
10.27.  Registration Rights Agreement, dated as of August 1, 1996, among the Registrant and
certain stockholders of the Registrant.
10.28.  Indemnification Agreement, dated            , 1996, among the Registrant and certain
stockholders of the Registrant.
10.29.  Form of Indemnification Agreement.
21.1.  List of Subsidiaries.
23.1.  Consent of KPMG Peat Marwick LLP, independent certified public accountants.
23.2.  Consent of Shearman & Sterling (included in Exhibit 5.1).
+24.1.  Power of Attorney.

- ------------------------

+   Previously filed

(1)  Incorporated  by  reference from  the  Registration Statement  on  Form S-1
(Registration No. 33-69236) originally filed by the Company on September 22,
1993.

(2) Incorporated by reference from Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-69236) filed by the Company on November 24, 1993.

(3) Incorporated by reference from the  Company's Quarterly Report on Form  10-Q
for the quarter ended March 27, 1994.

(4)  Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.

(5) Incorporated by reference from the Company's Annual Report on Form 10-K  for
the year ended December 31, 1995.

7,360,000 Shares

GUESS ?, INC.

(a Delaware corporation)

Common Stock

(Par Value $.01 Per Share)

U.S. PURCHASE AGREEMENT

, 1996

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Dear Sirs:

Guess ?, Inc., a Delaware corporation (the "Company"), hereby 
confirms its agreement with the Maurice Marciano Trust (1995 Restatement) 
(the "Maurice Marciano Trust"), the Paul Marciano Trust under Trust Dated 
February 20, 1986 (the "Paul Marciano Trust") and the Armand Marciano Trust 
Under Trust Dated February 20, 1986 (the "Armand Marciano Trust," and, 
together with the Maurice Marciano Trust, and the Paul Marciano Trust, the 
"Principal Stockholders") and Merrill Lynch & Co., Merrill Lynch, Pierce, 
Fenner & Smith Incorporated ("Merrill Lynch"), Morgan Stanley & Co. 
Incorporated ("Morgan Stanley") and each of the other underwriters named in 
Schedule A hereto (collectively, the "U.S. Underwriters," which term shall 
also include any underwriter substituted as hereinafter provided in Section 
10 hereof), for whom Merrill Lynch and Morgan Stanley are acting as 
representatives (in such capacity, Merrill Lynch and Morgan Stanley shall 
hereinafter be 

referred to as the "U.S. Representatives"), with respect to the sale by the 
Company, and the purchase by the U.S. Underwriters, acting severally and not 
jointly, of the respective numbers of shares of Common Stock, par value $.01 
per share, of the Company ("Common Stock") set forth in said Schedule B and 
with respect to the grant by the Company to the U.S. Underwriters, acting 
severally and not jointly, of the option described in Section 2(b) hereof to 
purchase all or any part of 1,104,000 additional shares of Common Stock to 
cover over-allotments.  The aforesaid 7,360,000 shares of Common Stock (the 
"Initial U.S. Securities") to be purchased by the U.S. Underwriters and all 
or any part of the 1,104,000 shares of Common Stock subject to the option 
described in Section 2(b) hereof (the "Option U.S. Securities") are 
collectively hereinafter called the "U.S. Securities."

It is understood that the Company is concurrently entering into an
agreement, dated the date hereof (the "International Purchase Agreement"),
providing for the issuance and sale by the Company of an aggregate of 1,840,000
shares of Common Stock (the "Initial International Securities") through
arrangements with certain underwriters outside the United States and Canada (the
"International Managers" which, together with the U.S. Underwriters, shall be
referred to as the "Underwriters"), for whom Merrill Lynch International and
Morgan Stanley & Co. International Limited are acting as representatives (the
"International Representatives").  The Company has also granted to the
International Managers an option to purchase all or any part of 276,000 shares
of Common Stock (the "International Option Securities" which, together with the
Initial International Securities, shall be referred to as the "International
Securities") to cover over-allotments.  The U.S. Securities and the
International Securities are hereinafter collectively referred to as the
"Offered Securities."

The Company understands that the U.S. Underwriters will simultaneously
enter into an agreement with the International Managers dated the date hereof
(the "Intersyndicate Agreement") providing for the coordination of certain
transactions among the U.S. Underwriters and the International Managers, under
the direction of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

You have advised us that you and the other U.S. Underwriters, acting
severally and not jointly, desire to purchase the Initial U.S. Securities and,
if the U.S. Underwriters so elect, the U.S. Option Securities, and that you have
been authorized by the other U.S. Underwriters to execute this Agreement on
their behalf.

The initial public offering price per share for the U.S. Securities
and the purchase price per share for the U.S. Securities shall be agreed upon by
the Company and the U.S. Representatives, acting on behalf of the several U.S.
Underwriters, and such agreement shall be set forth in Schedule C hereto.  The
offering of the U.S. Securities will be governed by this Agreement.  The
purchase price per share for the International Securities to be paid by 

2

the several International Managers shall be identical to the purchase price 
per share for the U.S. Securities to be paid by the several U.S. Underwriters 
hereunder.

The Company has filed with the Securities and Exchange Commission 
(the "Commission") a registration statement on Form S-1 (No. 333-4419), for 
the registration of 10,580,000 shares of Common Stock, under the Securities 
Act of 1933, as amended (the "1933 Act"), including the related preliminary 
prospectus, such amendments thereto, if any, and such amended preliminary 
prospectuses as may have been required to the date hereof and will file such 
additional amendments thereto and such amended or supplemental prospectuses 
as may hereafter be required.  Promptly after execution and delivery of this 
Agreement, the Company will either (i) prepare and file a prospectus in 
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and 
regulations of the Commission under the 1933 Act (the "1933 Act Regulations") 
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or 
(ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 
1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in 
accordance with the provisions of Rule 434 and Rule 424(b).  Two forms of 
prospectus are to be used in connection with the offering and sale of the 
Offered Securities:  one relating to the U.S. Securities (the "Form of U.S. 
Prospectus") and one relating to the International Securities (the "Form of 
International Prospectus").  The Form of International Prospectus is 
identical to the Form of U.S. Prospectus, except for the front cover and back 
cover pages and the information under the caption "Underwriting." The 
information included in such prospectus or in such Term Sheet, as the case 
may be, that was omitted from such registration statement at the time it 
became effective but that is deemed to be part of such registration statement 
at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is 
referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of 
Rule 434 is referred to as "Rule 434 Information."  Each Form of U.S. 
Prospectus and Form of International Prospectus used before such registration 
statement became effective, and any Form of U.S. Prospectus or Form of 
International Prospectus that omitted, as applicable, the Rule 430A 
Information or the Rule 434 Information, that was used after such 
effectiveness and prior to the execution and delivery of this Agreement, is 
herein called a "preliminary prospectus." Such registration statement, 
including the exhibits thereto and schedules thereto, if any, at the time it 
became effective and including the Rule 430A Information and the Rule 434 
Information, as applicable, as from time to time amended or supplemented 
pursuant to the 1933 Act, is herein called the "Registration Statement."  Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act 
Regulations is herein referred to as the "Rule 462(b) Registration 
Statement," and after such filing the term "Registration Statement" shall 
include the Rule 462(b) Registration Statement.  The Form of U.S. Prospectus 
and Form of International Prospectus included in the Registration Statement 
at the time it becomes effective are herein called the "U.S. Prospectus" and 
"International Prospectus," respectively, and collectively, the 
"Prospectuses," except that, (y) if the final U.S. Prospectus or 
International Prospectus first furnished to the U.S. Underwriters or the 
International Managers after the execution of this Agreement or the 
International 

3

Purchase Agreement, as the case may be, for use in connection with the 
offering of the Offered Securities differs from the prospectuses included in 
the Registration Statement at the time it becomes effective (whether or not 
such prospectus is required to be filed pursuant to Rule 424(b)), the terms 
"U.S. Prospectus," "International Prospectus" and "Prospectuses" shall refer 
to the final U.S. Prospectus and/or International Prospectus first furnished 
to the U.S. Underwriters and/or International Managers, as the case may be, 
for such use and (z) if Rule 434 is relied on, the terms "U.S. Prospectus," 
"International Prospectus" and "Prospectuses" shall refer to the preliminary 
U.S. Prospectus and/or International Prospectus last furnished to the U.S. 
Underwriters and/or International Managers, as the case may be, in connection 
with the offering of the Offered Securities together with the Term Sheet.

The Company has reserved up to 460,000 of the Initial U.S. Securities
to be sold by the Company for offering and sale to certain of the Company's
employees and certain other persons pursuant to a reserve share program (the
"Reserve Share Program").  These Offered Securities will be sold to the
employees and other persons by the U.S. Underwriters pursuant to this Agreement
at the public offering price.  Any such shares not purchased by such persons by
the end of the first business day after either (a) the later of the date on
which the Registration Statement and any Rule 462(b) Registration Statement has
become effective or (b) if the Company has elected to rely on Rule 430A, the
date of this Agreement, will be offered to the public by the U.S. Underwriters
as set forth in the U.S. Prospectus.

The Company understands that the U.S. Underwriters propose to make a
public offering of the Offered Securities as soon as the U.S. Representatives
deem advisable after this Agreement has been executed and delivered.

Section 1.  REPRESENTATIONS AND WARRANTIES.  (a)  The Company
represents and warrants to each U.S. Underwriter as of the date hereof and as of
the Closing Time referred to in Section 2(c) hereof, as follows:

(i)  COMPLIANCE WITH REGISTRATION REQUIREMENTS.  The Registration
Statement has become effective under the 1933 Act and no stop order
suspending the effectiveness of the Registration Statement has been issued
under the 1933 Act and no proceedings for that purpose have been instituted
or are pending or, to the knowledge of the Company, are contemplated by the
Commission, and any request on the part of the Commission for additional
information has been complied with.

At the respective times the Registration Statement and any post-
effective amendments thereto became effective and at the Closing Time (and,
if any Option Securities are purchased, up to the Date of Delivery referred
to below), the Registration Statement and any amendments or supplements
thereto complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regula-

4

tions and did not contain and will not contain an untrue statement of a 
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and,
to the Company's knowledge, the Prospectuses and preliminary prospectuses
comply or will comply in all material respects with any applicable laws or 
regulations of foreign jurisdictions in which the Prospectuses and 
preliminary prospectuses, as amended or supplemented, if applicable, are
distributed in connection with the Reserve Share Program.  The 
Prospectuses, at the date hereof (unless the term "Prospectuses" refers
to prospectuses which have been provided to the U.S. Underwriters by the 
Company for use in connection with the offering of Offered Securities which
differ from the Prospectuses on file at the Commission, in which case at 
the time the Prospectuses is first provided to the U.S. Underwriters for
their use) and at the Closing Time, does not and will not include an 
untrue statement of a material fact or omit to state a material fact 
necessary in order to make the statements therein, in the light of the 
circumstances under which they were made, not misleading; and if Rule 434
is used, the Company will comply with the requirements of Rule 434; 
PROVIDED, HOWEVER, that the representations and warranties in this 
subsection shall not apply to statements in or omissions from the 
Registration Statement or Prospectuses made in reliance upon and in 
conformity with information furnished to the Company in writing by or
on behalf of any Underwriter through the Representatives expressly for
use in the Registration Statement or Prospectuses.

(ii)  INDEPENDENT ACCOUNTANTS.  KPMG Peat Marwick LLP, which are
reporting upon certain audited financial statements and supporting
schedules included in the Registration Statement, are independent public
accountants as required by the 1933 Act and the 1933 Act Regulations.

(iii)  FINANCIAL STATEMENTS.  The financial statements included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes present fairly the consolidated financial position of
the Company, Guess Italia S.r.l. ("Guess Italia") and Guess Europe B.V.
("Guess Europe" and, together with the Company and Guess Italia, the "Guess
Companies") at the dates indicated and the results of operations for the
periods specified; said financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP") applied
on a consistent basis throughout the periods involved; and the supporting
schedules, if any, included in the Registration Statement present fairly
the information required to be stated therein.  The selected consolidated
financial data and the summary financial data included in the Prospectuses
present fairly the information shown therein and have been compiled on a
basis consistent with that of the audited financial statements or, in the
case of the interim periods presented, the unaudited financial statements
of the Guess Companies, in each case included in the Registration
Statement.  The pro forma financial information of the Guess Companies
included in the Prospectuses presents fairly the 

5

information shown therein, have been prepared in accordance with the 
Commission's rules and guidelines with respect to pro forma financial 
information and have been properly compiled on the bases described 
therein, and, in the opinion of the Company, the assumptions used in 
the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances 
referred to therein.

(iv)  NO MATERIAL ADVERSE CHANGE IN BUSINESS.  Since the respective
dates as of which information is given in the Registration Statement and
the Prospectuses, except as otherwise stated therein or contemplated
thereby, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its Subsidiaries (as defined herein)
considered as one enterprise (a "Material Adverse Change"), whether or not
arising in the ordinary course of business, (B) there have been no
transactions entered into by the Company, other than those in the ordinary
course of business, which are required to be disclosed under the 1933 Act
and the 1933 Act Regulations, and (C) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class
of its capital stock, except for a dividend or distribution in respect of
the net earnings of the Company from _____ to the Closing Time.

(v)  GOOD STANDING OF THE COMPANY.  The Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware with corporate power and authority
to own, lease and operate its properties and to conduct its business as
described in the Prospectuses and to enter into and perform its obligations
under this Agreement, and to consummate the transactions with respect to
which it is a participant contemplated hereby and thereby and in the
Registration Statement (including (i) the reorganization and the S
corporation distribution as described in the Prospectuses under the caption
"Company History, The Reorganization and Prior S Corporation Status"
(collectively, the "Reorganization Transactions"); and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify could not, singly or in
the aggregate, reasonably be expected to have a material adverse effect on
the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its Subsidiaries considered as one
enterprise (a "Material Adverse Effect").

(vi)  SUBSIDIARIES.  The Company owns, and as of the date of
termination of the Company's S corporation status (the "S Termination
Date") will own, no equity interest in any entity other than those equity
interests listed on Exhibits A and B hereto, respectively (such entities on
Exhibit A are hereinafter referred to as the "Subsidiar-

6

ies").  As of the date hereof and as of the S Termination Date, the Company
has, or will have, good and marketable title to all equity interests listed
on Exhibit A or B, respectively, free and clear of any pledge, lien, 
security interest, charge, claim or encumbrance of any kind.

(vii)  CAPITALIZATION; AUTHORIZATION AND DESCRIPTION OF OFFERED
SECURITIES.  At the Closing Time the authorized, issued and outstanding
capital stock of the Company will be as set forth in the Prospectuses under
the "Actual" column under the caption "Capitalization"; all of the shares
of issued and outstanding Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable and, to the best
knowledge of the Company, are owned of record and beneficially by the
Principal Stockholders free and clear of any liens, claims, charges,
pledges or encumbrances of any kind, except for restrictions imposed by the
Restated Shareholders' Agreement dated _____, 1996 between the Company and
the Principal Stockholders; none of the outstanding shares of Common Stock
of the Company was issued in violation of preemptive rights of any
stockholder of the Company; the Offered Securities to be sold by the
Company pursuant to the Purchase Agreements have been duly authorized for
issuance and sale to the Underwriters pursuant to the Purchase Agreements
and, when issued and delivered by the Company pursuant to the Purchase
Agreements against payment of the consideration set forth herein, will be
validly issued and fully paid and nonassessable; the Common Stock conforms
to all statements relating thereto contained in the Prospectuses and such
description conforms to the rights set forth in the instruments defining
the same; no holder of the Offered Securities will be subject to personal
liability by reason of being such a holder; and the Offered Securities are
not subject to preemptive or other similar rights arising by operation of
law, under the charter or bylaws of the Company, under any agreement to
which the Company is a party or otherwise.

(viii)  ABSENCE OF DEFAULTS AND CONFLICTS.  None of the Guess
Companies is (a) in violation of its charter or bylaws or (b) in breach or
default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan,
credit agreement, note, lease or other agreement or instrument to which any
of the Guess Companies is a party or by which any of them may be bound, or
to which any of their property or assets is subject (collectively,
"Agreements and Instruments"), excluding in each case in this clause (b),
breaches or defaults which, individually or in the aggregate, could not,
singly or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein and
in the Registration Statement (including (i) the Reorganization
Transactions and (ii) the use of proceeds from the sale of the Offered
Securities as described in the Prospectuses under the caption "Use of
Proceeds") and compliance by 

7

the Company with its obligations hereunder and thereunder have been duly 
authorized by all necessary corporate action and do not and will not,
whether with or without the giving of notice or passage of time or both, 
conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Guess Companies pursuant to any Agreements and Instruments
(other than with respect to which any of the Guess Companies shall have 
obtained at or prior to the Closing Time such amendments, waivers or 
consents, as the case may be, as shall be necessary so that at the Closing
Time the representation and warranty contained in this paragraph (viii) 
shall be accurate without regard to this parenthetical), excluding in each
case, conflicts, breaches or defaults which, individually or in the 
aggregate, could not reasonably be expected to have a Material Adverse 
Effect, nor will such action result in any violation of the provisions of
the charter or bylaws of any of the Guess Companies or any applicable law, 
statute, rule, regulation, judgment, order, writ or decree of any 
government, government instrumentality or court, domestic or foreign, 
having jurisdiction over any of the Guess Companies or any of their 
assets or properties.

(ix)  ABSENCE OF LABOR DISPUTES.  No labor dispute with the employees
of any of the Guess Companies exists or, to the knowledge of the Company,
is imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of the Guess Companies principal
suppliers, manufacturers, customers or contractors, which, in either case,
may reasonably be expected to result in a Material Adverse Effect.

The Company is in compliance with all applicable federal, state, and
local laws relating to the payment of wages to employees (including,
without limitation, the Fair Labor Standards Act, as amended), except
insofar as the failure to comply with such laws would not reasonably be
expected to have a Material Adverse Effect.

(x)  ABSENCE OF PROCEEDINGS.  There is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or foreign,
now pending or, to the knowledge of the Company, threatened, against or
affecting the Company which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which could, singly or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect, or could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the properties or assets of the Company or
which could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the consummation of this Agreement or the
performance by the Company of its obligations hereunder.

8

(xi)  ACCURACY OF EXHIBITS.  There are no contracts or documents to
which the Company is a party which are required to be described in or filed
as exhibits to the Registration Statement which have not been described,
filed or incorporated by reference as required.

(xii)  POSSESSION OF INTELLECTUAL PROPERTY.  Except as disclosed in
the Prospectuses, each of the Guess Companies owns or possesses, or can
acquire on reasonable terms, adequate patents, patent licenses, trademarks,
service marks and trade names necessary to carry on its business as
presently conducted, and none of the Guess Companies have received any
notice of infringement of or conflict with asserted rights of others with
respect to any patents, patent licenses, trademarks, service marks or trade
names that in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would reasonably be expected to have a Material Adverse
Effect.

(xiii)  ABSENCE OF FURTHER REQUIREMENTS.  No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority, agency or
body is necessary or required for the performance by the Company of its
obligations hereunder, in connection with the offering or sale of the
Offered Securities hereunder or the consummation of the transactions
contemplated by this Agreement, except (i) such as have already been
obtained or as may be required under the 1933 Act or the 1933 Act
Regulations or state securities laws and (ii) such as have been obtained,
to the Company's knowledge, under the securities laws and regulations of
foreign jurisdictions in which the Offered Securities are offered outside
the United States in connection with the Reserve Share Program.

(xiv)  POSSESSION OF LICENSES AND PERMITS.  Each of the Guess
Companies (A) possesses all material governmental certificates, permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") necessary to conduct the business it now operates
and (B) has not received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses except, in the
case of clauses (A) and (B), as could not reasonably be expected to result
in a Material Adverse Effect.

(xv)  TITLE TO PROPERTY.  Each of the Guess Companies has sufficient
title for the use made and proposed to be made of all of its properties,
whether real or personal, free and clear of all liens, encumbrances and
defects, except as stated in the Prospectuses or such as could not, singly
or in the aggregate, reasonably be expected to have a Material Adverse
Effect; and all of the leases material to the business of the Guess
Companies, and under which any of the Guess Companies holds properties
described in the Prospectuses, are in full force and effect, and none of
the Guess Companies has notice of any material claim of any sort that has
been asserted by anyone adverse to the 

9

rights of the Company under any of the leases mentioned above, or affecting
or questioning the rights of any of the Guess Companies to the continued 
possession of such leased premises under any such lease. 

(xvi)  AUTHORIZATION OF AGREEMENT.  Each of the Purchase Agreements
have been duly and validly authorized, executed and delivered by the
Company.

(xvii)  RELATIONS WITH CUBA.  To the knowledge of the Guess Companies,
none of the Guess Companies has done, or is presently doing, business with
the government of Cuba or with any person located in Cuba.

(xviii)  ACCURACY OF DESCRIPTIONS.  The descriptions in the
Registration Statement of laws, regulations and rules, of legal and
governmental proceedings and of contracts, agreements, leases and other
documents including, without limitation, under the headings "Description of
Capital Stock -- Delaware Law and Certain Corporate Provisions" are
accurate in all material respects.

(xix)  ENVIRONMENTAL LAWS.  Except as could not, singly or in the
aggregate, reasonably be expected to have a Material Adverse Effect or
otherwise require disclosure in the Registration Statement or the
Prospectuses, (i) each of the Guess Companies is in compliance with all
applicable federal, state or local laws and regulations ("Environmental
Laws") relating to pollution or protection of human health or the
environment, or otherwise relating to the use, treatment, storage,
disposal, transport or handling of toxic or hazardous substances or wastes,
or petroleum products ("Materials of Environmental Concern"), including
compliance with all permits, licenses, approvals or authorizations
("Permits") required under any Environmental Laws, (ii) with respect to the
Company or any person or entity for whom the Company or any Subsidiary has
retained or assumed (either contractually or by operation of law) liability
therefor, (A) none of the Guess Companies has received any communication
from any person or entity alleging violation of any Environmental Laws, and
there is no pending or, to its knowledge, threatened claim, action,
investigation or notice for site investigations, clean up, response costs,
natural resources or property damages, personal injuries, attorney's fees,
or penalties (collectively, "Environmental Claims"), and (B) there are no
conditions that, to the best knowledge of any of the Guess Companies, could
reasonably be expected to form the basis of any Environmental Claim against
any of the Guess Companies.  The Company has reviewed the Environmental
Laws applicable to the Guess Companies' business, operations and properties
for the purposes of determining any capital or operating expenditures
required or anticipated over the current and the next fiscal year for any
site investigation, clean up or remediation, compliance with Environmental
Laws or any Permit, or any potential liability to third parties, and, on
the basis of such review, the Company has reasonably concluded that such
matters 

10

could not have a Material Adverse Effect or otherwise require
disclosure in the Registration Statement or Prospectuses.

(xx)  NO RELATED PARTY TRANSACTIONS.  Except as disclosed in the
Prospectuses, there are no (i) outstanding loans, advances or guarantees of
indebtedness by any of the Guess Companies to or for the benefit, directly
or indirectly, of any of the officers or directors of any of the Guess
Companies or (ii) any other related party transactions required by the 1933
Act or by the 1933 Act Regulations to be disclosed in the Prospectuses.

(xxi)  INTERNAL ACCOUNTING METHODOLOGY.  The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management's general
or specific authorization, and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

(xxii)  TAXES.  The Company has filed all material federal, state and
foreign income and franchise tax returns and has paid all taxes shown as
due thereon, other than taxes which are being contested in good faith and
for which adequate reserves have been established in accordance with GAAP;
and the Company has no knowledge of any tax deficiency which has been or
might be asserted or threatened against the Company which would reasonably
be expected to have a Material Adverse Effect.  No material Federal, state,
local or foreign transfer, sales or other taxes will be imposed on the
Company as a result of the consummation of the Reorganization Transactions
[other than ______].

(xxiii)  Effective as of August 1, 1983, the Company validly elected S
Corporation status (as defined in Section 1361 of the Internal Revenue Code
of 1986, as amended (the "Code")) for federal and certain state income tax
purposes and has validly continued to qualify as an S corporation in each
such jurisdiction since such date and will continue to so qualify until the
S Termination Date.

(xxiv)  NYSE APPLICATION.  The Common Stock has been approved for
listing on the New York Stock Exchange (the "NYSE") under the symbol "GES,"
subject to notice of official issuance.

(b)  Each of the Principal Stockholders represents and warrants to, and
agrees with, each U.S. Underwriter as of the date hereof and as of the Closing
Time as follows:

11

(i)  Prior to the Closing Time, each of the Principal Stockholders
shall contribute all of the outstanding shares of MI held by such Principal
Stockholders to the Company (the "Contribution").  Immediately prior to the
Contribution, all of the outstanding shares of capital stock of MI had been
duly authorized and validly issued and were fully paid and nonassessable. 
The Maurice Marciano Trust represents and warrants that immediately prior
to the Contribution it owned of record and beneficially 44.8% of the
outstanding shares of capital stock of MI; the Paul Marciano Trust
represents and warrants that, immediately prior to the Contribution, it
owned of record and beneficially 35.5% of the outstanding shares of capital
stock of MI; and the Armand Marciano Trust represents and warrants that,
immediately prior to the Contribution, it owned of record and beneficially
19.7% of the outstanding shares of capital stock of MI.  Each Principal
Stockholder represents and warrants that, immediately prior to the
Contribution, it had good and marketable title to all such shares, free and
clear of any pledge, lien, security interest, charge, claim or encumbrance
of any kind.

(ii)  Each Principal Stockholder is familiar with the Prospectuses and
has (A) no reason to believe that the representations and warranties of the
Company in Section 1(a) above are not accurate in all material respects,
(B) no knowledge of any material fact, condition or information not
disclosed in the Prospectuses that has adversely affected or should
reasonably be expected to materially and adversely affect the business of
the Company and its Subsidiaries, taken as a whole, after giving effect to
the Reorganization Transactions, or (C) no reason to believe that the
Prospectuses contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.

(c)  Any certificate signed by any officer of the Company and delivered to
the U.S. Representatives or to counsel for the U.S. Underwriters shall be deemed
a representation and warranty by the Company to each U.S. Underwriter, as to the
matters covered thereby.

(d)  The liability of the Principal Stockholders for breach of the
representation and warranty set forth in clause (b)(ii) above is limited as set
forth in Section 6(a) below.

Section 2.  SALE AND DELIVERY TO U.S. UNDERWRITERS; CLOSING.  (a)  On
the basis of the representations and warranties herein contained and subject to
the terms and conditions herein set forth, the Company agrees to sell the number
of U.S. Securities set forth in Schedule B to each U.S. Underwriter, and each
U.S. Underwriter, severally and not jointly, agrees to purchase from the
Company, at the price per share set forth in Schedule C, the number of Initial
U.S. Securities set forth in Schedule A opposite the name of such U.S.-

12

Underwriter, plus any additional number of Initial U.S. Securities which such
U.S. Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

(b)  In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
hereby grants an option to the U.S. Underwriters, severally and not jointly, to
purchase up to all of the Option U.S. Securities at the purchase price per share
set forth in Schedule C.  The option granted will expire 30 days after the date
hereof and may be exercised, in whole or in part (but not more than once), only
for the purpose of covering over-allotments which may be made in connection with
the offering and distribution of the Initial U.S. Securities upon notice by the
U.S. Representatives to the Company setting forth the number of Option U.S.
Securities as to which the several U.S. Underwriters are then exercising the
option and the time and date of payment and delivery for such Option U.S.
Securities.  Such time and date of delivery (a "Date of Delivery") shall be
determined by the U.S. Representatives, but shall not be later than the third
(fourth, if the exercise occurs after 4:30 P.M. New York time) full business day
after the exercise of said option, nor in any event prior to the Closing Time,
as hereinafter defined, unless otherwise agreed by the U.S. Representatives and
the Company.  If the option is exercised as to all or any portion of the Option
U.S. Securities, each of the U.S. Underwriters, acting severally and not
jointly, will purchase that proportion of the total number of Options U.S.
Securities then being purchased which the number of Initial U.S. Securities set
forth in Schedule A opposite the name of such U.S. Underwriter bears to the
total number of Initial U.S. Securities, subject in each case to such
adjustments as the U.S. Representatives in their discretion shall make to
eliminate any purchases of fractional interests, plus any additional number of
Option U.S. Securities which such U.S. Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.  

(c)  Payment of the purchase price for the Initial U.S. Securities shall be
made at the office of Skadden, Arps, Slate, Meagher & Flom, 300 South Grand
Avenue, Los Angeles, California, or at such other place as shall be agreed upon
by the U.S. Representatives and the Company, at 7:00 A.M. California time on the
third (fourth, if the pricing occurs after 4:30 P.M. New York time) business day
(unless postponed in accordance with the provisions of Section 10) after the
date hereof, or such other time not later than ten business days after such date
as shall be agreed upon by the U.S. Representatives and the Company (such time
and date of payment and delivery being herein called the "Closing Time"). 
Payment shall be made to the Company by wire transfer of immediately available
funds payable to a bank account designated by the Company against delivery to
the U.S. Representatives for the respective accounts of the U.S. Underwriters of
certificates for the Initial U.S. Securities to be purchased by them. 
Certificates for the Initial U.S. Securities shall be in such denominations and
registered in such names as the U.S. Representatives may request in writing at
least two business days before the Closing Time.  It is understood that each
U.S. Underwriter has authorized the U.S. Representatives, for their account, to
accept delivery of, receipt for, and make payment 

13

of the purchase price for, the Initial U.S. Securities which it has agreed to 
purchase.  Merrill Lynch, individually and not as representative of the U.S. 
Underwriters, may (but shall not be obligated to) make payment of the 
purchase price for the Initial U.S. Securities to be purchased by any U.S. 
Underwriter whose funds have not been received by the Closing Time, but such 
payment shall not relieve such U.S. Underwriter from its obligations 
hereunder.  The certificates for the Initial U.S. Securities will be made 
available for examination and packaging by the U.S. Representatives not later 
than 10:00 A.M. on the last business day prior to the Closing Time.

(d)  In addition, in the event that any or all of the Option U.S.
Securities are purchased by the U.S. Underwriters, payment of the purchase price
for such Option U.S. Securities shall be made at the above-mentioned offices of
Skadden, Arps, Slate, Meagher & Flom, or at such other place as shall be agreed
upon by the U.S. Representatives and the Company, on the Date of Delivery as
specified in the notice from the U.S. Representatives to the Company.  Payment
shall be made to the Company by wire transfer of immediately available funds to
a bank account designated by the Company, against delivery to the U.S.
Representatives for the respective accounts of the U.S. Underwriters of
certificates for the Option U.S. Securities to be purchased by them. 
Certificates, if any, for the Option U.S. Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least two business days before the Closing Time or the
relevant Date of Delivery, as the case may be.  It is understood that each U.S.
Underwriter has authorized the U.S. Representatives, for their accounts, to
accept delivery of, receipt for, and make payment of the purchase price for the
Option U.S. Securities, if any, which it has agreed to purchase.  Merrill Lynch,
individually and not as representative of the U.S. Underwriters, may (but shall
not be obligated to) make payment of the purchase price for the Option U.S.
Securities, if any, to be purchased by any U.S. Underwriter whose funds have not
been received by the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such U.S. Underwriter from its obligations hereunder. 
The certificates for the Option U.S. Securities, if any, will be made available
for examination and packaging by the U.S. Representatives not later than 10:00
A.M. on the last business day prior to the relevant Date of Delivery.  For
purposes of this agreement, "business day" means a day on which the NYSE is open
for business.

(e)  The U.S. Underwriters agree to serve a maximum of 750,000 Initial U.S.
Shares for offering and sale to directors, officers, employees, business
associates and related persons of the Company, at the public offering price. 
Any such shares not purchased by such persons by the end of the second business
day after either (a) the later of the date on which the Registration Statement
and any Rule 462(b) Registration Statement has become effective or, (b) if the
Company has elected to rely upon Rule 430A, the date of the Prospectus, will be
offered to the public by the U.S. Underwriters as set forth in the Prospectus.

14

Section 3.  COVENANTS OF THE COMPANY.  The Company covenants with each
U.S. Underwriter as follows:

(a)  The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A and will notify the U.S. Representatives immediately
of (i) the effectiveness of the Registration Statement and of the effectiveness
of any post-effective amendment to the Registration Statement or of the filing
of any amendment or supplement to the U.S. Prospectus, (ii) the receipt of any
comments from the Commission, (iii) any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
U.S. Prospectus or for additional information, and (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of any preliminary
prospectus, or the suspension of the qualification of the U.S. Securities for
offering or sale in any jurisdiction or the initiation or threatening of any
proceedings for that purpose.  If the Company has elected to rely on Rule 430A,
the Company will promptly effect the filings necessary pursuant to Rule 424(b)
and will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly
file such prospectus.  The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b)  The Company will give the U.S. Representatives notice of its intention
to file or prepare any amendment to the Registration Statement (including any
filing under Rule 462(b)), any Term Sheet or any amendment, supplement or
revision to either the prospectus included in the Registration Statement at the
time it became effective or to the U.S. Prospectus will furnish the U.S.
Representative with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the U.S. Representatives or counsel for the U.S.
Underwriters shall reasonably object.

(c)  The Company will deliver to the U.S. Representatives and counsel for
the U.S. Underwriters signed copies of the Registration Statement as originally
filed and of each amendment thereto (including exhibits filed therewith) and
signed copies of all consents and certificates of experts and will also deliver
to the U.S. Representatives a conformed copy of the Registration Statement as
originally filed and of each amendment or post-effective amendment or supplement
or Term Sheet thereto (without exhibits) for each of the U.S. Underwriters.

(d)  The Company has delivered to each U.S. Underwriter, without charge, as
many copies of each preliminary prospectus as such U.S. Underwriter reasonably
requested, and the Company hereby consents to the use of such copies for the
purposes permitted by the 1933 

15

Act.  The Company will furnish to each U.S. Underwriter, without charge, from 
time to time, during the period when the U.S. Prospectus is required to be 
delivered under the 1933 Act or the Securities Exchange Act of 1934, as 
amended (the "1934 Act"), such number of copies of the U.S. Prospectus (as 
amended or supplemented) and the Term Sheet, if any, as such U.S. Underwriter 
may reasonably request for the purposes contemplated by the 1933 Act, the 
1933 Act Regulations, the 1934 Act or the rules and regulations of the 
Commission under the 1934 Act (the "1934 Act Regulations").

(e)  The Company will comply with the 1933 Act and the 1933 Act Regulations
and the 1934 Act and the 1934 Act Regulations so as to permit the completion of
the distribution of the Offered Securities as contemplated in this Agreement and
in the U.S. Prospectus.  If at any time when a prospectus is required to be
delivered in connection with such distribution of the U.S. Securities any event
shall occur or condition shall exist as a result of which it is necessary, in
the opinion of counsel for the U.S. Underwriters or for the Company, to amend
the Registration Statement or amend or supplement the U.S. Prospectus in order
that the U.S. Prospectus will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it
is delivered to a purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or amend or
supplement the U.S. Prospectus in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file
with the Commission, subject to Section 3(b), such amendment or supplement as
may be necessary to correct such statement or omission or to make the
Registration Statement or the U.S. Prospectus comply with such requirements, and
the Company will furnish to the U.S. Underwriters such number of copies of such
amendment or supplement as the Representatives shall reasonably request.

(f)  The Company will endeavor, in cooperation with the U.S. Underwriters,
to qualify the Offered Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the U.S. Representatives may designate; PROVIDED, HOWEVER, that the Company
shall not be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise
subject.  In each jurisdiction in which the Offered Securities have been so
qualified, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the date hereof and the effective date of
any Rule 462(b) Registration Statement.  The Company will inform the Florida
Department of Banking and Finance if, to the best of its knowledge, prior to the
completion of the distribution of the Offered Securities by the U.S.
Underwriters, the Company commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba.  Such information will be

16

provided within 90 days of the commencement thereof or after a change to any
such previously reported information.

(g)  The Company will timely file such reports pursuant to the 1934 Act as
are necessary in order to make generally available to its security holders as
soon as practicable, but not later than 60 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning
not later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in said Rule 158) of the Registration Statement.

(h)  During a period of 180 days from the date hereof, the Company will
not, without Merrill Lynch's prior written consent, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly, any share
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or file any registration statement under the 1933
Act with respect to any of the foregoing or (ii) enter into any swap or any
other agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or other securities, in cash or
otherwise.  The foregoing sentence shall not apply to (A) the Offered Securities
to be sold hereunder or under the International Purchase Agreement, (B) any
shares of Common Stock issued or options to purchase Common Stock granted
pursuant to (I) any existing employment agreement or (II) existing employee
benefit plans of the Company referred to in the U.S. Prospectus or (C) any
shares of Common Stock issued pursuant to any existing non-employee director
stock plan or dividend reinvestment plan referred to in the U.S. Prospectus.

(i)   If the Company uses Rule 434 of the 1933 Act Regulations, it will
comply with the requirements of Rule 434 of such regulations and the U.S.
Prospectus will not be "materially different," as such term is used in Rule 434
of the 1933 Act Regulations, from the U.S. Prospectus first given to the U.S.
Underwriters for their use.

(j)   The Company will use its best efforts to effect the listing of the
Offered Securities on the NYSE.

(k)   The Company will use the net proceeds received by it from the sale of
the Offered Securities in the manner specified in the U.S. Prospectus under the
caption "Use of Proceeds."

(l)   The Company will file with the Commission such reports on Form SR as
may be required pursuant to Rule 463 of the 1933 Act Regulations.

17

(m)   If the Company elects to rely upon Rule 462(b), the Company shall
both file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the
1933 Act Regulations by the time confirmations are sent or given, as specified
by Rule 462(b)(2).

(n)  The Company hereby agrees that it will ensure that the Offered
Securities sold to persons pursuant to the Reserve Share Program will be
restricted as required by the National Association of Securities Dealers, Inc.
(the "NASD") or the NASD rules from sale, transfer, assignment, pledge or
hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement.  The U.S. Underwriters will notify
the Company as to which persons will need to be so restricted.  At the request
of the U.S. Underwriters, the Company will direct the transfer agent to place a
stop transfer restriction upon such securities for such period of time.  Should
the Company release, or seek to release, from such restrictions any Offered
Securities sold pursuant to the Reserve Share Program, the Company agrees to
reimburse the U.S. Underwriters for any reasonable expenses including, without
limitation, legal expenses they incur directly in connection with such release.

Section 4.  PAYMENT OF EXPENSES.  The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, including any post-effective amendments, (ii) the
preparation, issuance and delivery of the certificates for the U.S. Securities,
if any, to the U.S. Underwriters, including any stock transfer taxes payable
upon the sale of the Offered Securities to the Underwriters and the transfer of
the Offered Securities between the U.S. Underwriters and the International
Managers, (iii) the fees and disbursements of the Company's counsel and
accountants, (iv) the qualification of the Offered Securities under securities
laws in accordance with the provisions of Section 3(f) hereof, including
reasonable filing fees and the fees and disbursements of counsel for the U.S.
Underwriters in connection therewith and in connection with the preparation,
printing and delivery to the U.S. Underwriters of copies of the Blue Sky Survey
and any supplement thereto, (v) the printing and delivery to the U.S.
Underwriters of copies of the Registration Statement as originally filed and of
each amendment thereto, of each preliminary prospectus, any Term Sheets and of
the U.S. Prospectus and any amendments or supplements thereto, (vi) the fees and
expenses of the listing of the Common Stock on the NYSE, (vii) the filing fees
incident to, and the reasonable fees and disbursements of counsel to the U.S.
Underwriters in connection with, the review by the National Association of
Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Offered
Securities, (viii) the copying and distribution to the U.S. Underwriters of this
Agreement, the agreement among U.S. Underwriters, the International Purchase
Agreement, the agreement among International Managers and the Intersyndicate
Agreement, (ix) the fees and expenses of any transfer agent or registrar for the
Common Stock, (x) the reasonable fees and disbursements of counsel to the
Company and the U.S. Underwriters in connection with 

18

the Reserve Share Program, and (xi) stamp duties or similar taxes or duties, 
if any, incurred by the U.S. Underwriters in connection with the Reserve 
Share Program.

If this Agreement is terminated by the U.S. Representatives in
accordance with the provisions of Section 5, 9(a)(i) or 11 hereof, the Company
shall reimburse the U.S. Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the U.S.
Underwriters.

Section 5.  CONDITIONS OF U.S. UNDERWRITERS' OBLIGATIONS.  The
obligations of the several U.S. Underwriters to purchase and pay for the U.S.
Securities that they have respectively agreed to purchase pursuant to this
Agreement (including any U.S. Option Securities as to which the option granted
in Section 2 has been exercised and the Date of Delivery determined by you is
the same as the Closing Time) are subject to the accuracy in all material
respects (except that such phrase "in all material respects" shall be
disregarded to the extent any such representation and warranty is qualified by
"material," "material adverse change," "Material Adverse Effect" or any phrase
using any such term) of the representations and warranties of the Company and
the Principal Stockholders herein contained or in certificates of any officer of
any of the Company or certificates by or on behalf of the Principal Stockholders
delivered pursuant to the provisions hereof, to the performance by the Company
of its obligations hereunder, and to the following further conditions:

(a)  The Registration Statement, including any Rule 462(b) Registration
Statement, shall have become effective on the date of this Agreement.  At the
Closing Time, no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with.  The price
of the Offered Securities and any price-related information previously omitted
from the effective Registration Statement and any Term Sheet used pursuant to
Rule 434 shall have been transmitted to the Commission for filing pursuant to
Rule 424(b) within the prescribed time period and, prior to the Closing Time,
the Company shall have provided evidence satisfactory to the U.S.
Representatives of such timely filing, or a post-effective amendment providing
such information shall have been promptly filed and declared effective.

19

(b)  At the Closing Time, the U.S. Representatives shall have received:

(i)  The favorable opinion, dated as of the Closing Time, of Shearman
& Sterling, special counsel for the Company, substantially in the form
attached hereto as Exhibit C and in form and substance satisfactory to
counsel for the Underwriters.

(ii)  The favorable opinion, dated as of the Closing Time, of Skadden,
Arps, Slate, Meagher & Flom, counsel for the U.S. Underwriters, with
respect to the matters set forth in (a), (e), (f) (solely as to preemptive
rights arising by operation of law or under the charter or bylaws of the
Company), (h) thru (j), inclusive, and (l) (solely as to the information in
the Prospectuses under the caption "Description of Capital Stock"), of
Exhibit C, except that, with respect to the matters referred to in (e), no
opinion need be expressed as to whether any of the Company's outstanding
shares of Common Stock, other than the Offered Securities, have been duly
authorized or validly issued or are fully paid or nonassessable.

In addition, Skadden, Arps, Slate, Meagher & Flom shall state that
they have participated in conferences with directors, officers and other
representatives of the Company, the Representatives, the Company's
independent accountants and counsel for the Underwriters at which
conferences the contents of the Registration Statement and the Prospectuses
and related matters were discussed and, although they are not passing upon,
and they do not assume responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or
Prospectuses (except for financial statements and other financial data
included therein), and they have not made any independent check or
verification thereof, on the basis of the foregoing, nothing has come to
their attention that would lead them to believe that the Registration
Statement including the Rule 430A Information and Rule 434 Information (if
applicable), (except for financial statements and schedules and other
financial data included therein, as to which such counsel need make no
statement), at the time it became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
or that the Prospectuses or any amendment or supplement thereto (except for
financial statements and schedules and other financial data included as to
which such counsel need make no statement), at the time the Prospectuses
were issued, at the time any such amended or supplemental prospectus was
issued or at the Closing Time, included or includes an untrue statement of
a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

(c)  At the Closing Time there shall not have been, since the date hereof
or since the respective dates as of which information is given in the
Registration Statement and the 

20

Prospectuses, any Material Adverse Change, whether or not arising in the 
ordinary course of business, and the U.S. Representatives shall have received 
a certificate of the chief executive officer of the Company and of the chief 
financial officer of the Company, dated as of the Closing Time, to the effect 
that (i) since the respective dates as of which information is given in the 
Registration Statement and the Prospectuses, there has been no such Material 
Adverse Change, (ii) the representations and warranties of the Company in 
Section 1(a) hereof are true and correct in all material respects (except 
that such phrase "in all material respects" shall be disregarded to the 
extent any such representation and warranty is qualified by "material," 
"material adverse change," "Material Adverse Effect" or any phrase using any 
such term) with the same force and effect as though expressly made at and as 
of the Closing Time, (iii) the Company has complied with all agreements and 
satisfied all conditions on its part to be performed or satisfied at or prior 
to the Closing Time, and (iv) no stop order suspending the effectiveness of 
the Registration Statement has been issued and no proceedings for that 
purpose have been initiated or threatened by the Commission and (y) a 
certificate of the Principal Stockholders, dated as of the Closing Time, to 
the effect that (i) the representations and warranties of the Principal 
Stockholders in Section 1(b) hereof are true and correct in all material 
respects (except that such phrase "in all material respects" shall be 
disregarded to the extent any such representation and warranty is qualified 
by "material," "material adverse change," "Material Adverse Effect" or any 
phrase using any such term) with the same force and effect as though 
expressly made at and as of the Closing Time and (ii) the Principal 
Stockholders have complied with all agreements and satisfied all conditions 
on its part to be performed or satisfied at or prior to the Closing Time.

(d)  At the time of the execution of this Agreement, the U.S.
Representatives shall have received from KPMG Peat Marwick LLP, a letter dated
such date, in form and substance satisfactory to the U.S. Representatives, to
the effect that (i) they are independent public accountants with respect to the
Company within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it
is their opinion that the financial statements and supporting schedules included
in the Registration Statement and covered by their opinions therein comply as to
form in all material respects with the applicable accounting requirements of the
1933 Act and the 1933 Act Regulations; (iii) based upon the limited procedures
set forth in detail in such letter, nothing has come to their attention which
causes them to believe that (A) the unaudited financial statements and
supporting schedules of the Company included in the Registration Statement do
not comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations or are not presented
in conformity with GAAP applied on a basis substantially consistent with that of
the audited financial statements included in the Registration Statement, (B) the
unaudited income statement data set forth under "Selected Financial Data" in the
Prospectuses were not determined on a basis substantially consistent with that
used in determining the corresponding amounts in the audited financial
statements included in the Registration Statement, or (C) at a specified date
not more than five days prior to the date of this Agreement, there has been any
change in the capital 

21

stock of the Company or any increase in the long term debt of the Company or 
any decrease in current assets or total assets as compared with the amounts 
shown in the balance sheet included in the Registration Statement or, during 
the period from June 30, 1996 to a specified date not more than five days 
prior to the date of this Agreement, there were any decreases, as compared 
with the corresponding period in the preceding year, in net sales, net 
income, or net income per share of the Company, except in all instances for 
changes, increases or decreases which the Registration Statement and the 
Prospectuses disclose have occurred or may occur or which are otherwise 
immaterial to the Company and its Subsidiaries considered as one enterprise; 
and (iv) in addition to the audit referred to in their opinions and the 
limited procedures referred to in clause (iii) above, they have carried out 
certain specified procedures, not constituting an audit, with respect to 
certain amounts, percentages and financial information which are included in 
the Registration Statement and Prospectuses and which are specified by the 
U.S. Representatives, and have found such amounts, percentages and financial 
information to be in agreement with the relevant accounting, financial and 
other records of the Company identified in such letter.  Such letter shall 
also include such statements regarding pro forma financial information as the 
U.S. Representatives shall reasonably request.

(e)  At the Closing Time, the U.S. Representatives shall have received from
KPMG Peat Marwick L.L.P., a letter, dated as of the Closing Time, to the effect
that they reaffirm the statements made in the letter furnished pursuant to
subsection (d) of this Section, except that the specified date referred to shall
be a date not more than five days prior to the Closing Time and, to the further
effect that they have each carried out procedures as specified in clause (iv) of
subsection (d) of this Section with respect to certain amounts, percentages and
financial information specified by the U.S. Representatives and have found such
amounts, percentages and financial information to be in agreement with the
records specified in such clause (iv).

(f)  At the Closing Time and at the Date of Delivery, the U.S. Securities
shall have been approved for listing on the NYSE, subject only to official
notice of issuance.

(g)  The NASD shall not have raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements.

(h)  At the Closing Time, the Reorganization Transactions shall have been
consummated substantially as described in the Prospectuses.

(i)  At the Closing Time and at the Date of Delivery, if any, counsel for
the U.S. Underwriters shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the U.S. Securities as herein contemplated and related
proceedings, or in order to evidence the accuracy of any of the representations
or warranties, or the fulfillment of any of the conditions, herein contained;
and all proceedings taken by the Company in connection with the

22

issuance and sale of the Offered Securities as herein contemplated shall be 
satisfactory in form and substance to the U.S. Representatives and counsel 
for the U.S. Underwriters.

(j)  In the event that the U.S. Underwriters exercise their option provided
in Section 2(b) hereof to purchase all or any portion of the Option U.S.
Securities, the representations and warranties of the Company contained herein
and the statements in any certificates furnished by the Company hereunder shall
be true and correct as of the Date of Delivery and, at the Date of Delivery, the
U.S. Representatives shall have received:

(i)  A certificate, dated such Date of Delivery, of the chairman and chief
executive officer of the Company and of the chief financial officer of the
Company, confirming that the respective certificate delivered at the
Closing Time pursuant to Section 5(c) hereof remains true and correct as of
such Date of Delivery.

(ii) The favorable opinion of Shearman & Sterling, counsel for the Company,
in form and substance satisfactory to counsel for the U.S. Underwriters,
dated such Date of Delivery, relating to the Option U.S. Securities to be
purchased on such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(b)(i) hereof.

(iii)     The favorable opinion of Skadden, Arps, Slate, Meagher & Flom,
counsel for the U.S. Underwriters, dated such Date of Delivery, relating to
the Option U.S. Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by Section 5(b)(ii)
hereof.

(iv) A letter from KPMG Peat Marwick LLP, in form and substance
satisfactory to the U.S. Representatives and dated such Date of Delivery,
substantially the same in form and substance as the letters furnished to
the U.S. Representatives pursuant to Section 5(e) hereof, except that the
"specified date" in the letter furnished pursuant to this Section 5(i)(iv)
shall be a date not more than five days prior to such Date of Delivery.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the U.S. Representatives by notice to the Company at any time at or prior to
the Closing Time, and such termination shall be without liability of any party
to any other party except as provided in Section 4 hereof.

Section 6.  INDEMNIFICATION.  (a)  The Company and each of the
Principal Stockholders severally agrees as to himself or itself to indemnify and
hold harmless each U.S. Underwriter and each person, if any, who controls any
U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act as follows:

23

(i)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; PROVIDED THAT (subject to Section
6(d) below) any such settlement is effected with the written consent of the
Company and such Principal Stockholder;

(iii)  against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above; and

(iv)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the prospectus wrapper
material prepared by or with the consent of the Company for distribution in
foreign jurisdictions in connection with the Reserve Share Program attached
to the Prospectuses or any preliminary prospectus or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, when considered in
conjunction with the Prospectuses or such preliminary prospectus, not
misleading;

PROVIDED, HOWEVER, that such indemnity of each Principal Stockholder shall (x)
be with reference to information relating to such Principal Stockholder
furnished to the Company in writing by such Principal Stockholder expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectuses
or any amendments or supplements thereto or (y) arise out of any material breach
or alleged material breach of any representation, warranty, 

24

covenant or agreement of such Principal Stockholder contained in this 
Agreement and PROVIDED, FURTHER, that (x) each Principal Stockholder's 
aggregate liability under this Section 6 and for any breach of the 
representations and warranties of such Principal Stockholder set forth in 
Section 1(b)(ii) of this Agreement (together with any liability of such 
Principal Stockholder under Section 6 of the International Purchase Agreement 
or for any breach of the representations and warranties set forth in Section 
1(b)(ii) of the International Purchase agreement) shall be limited to an 
amount equal to the aggregate amount of undistributed earnings previously 
allocated, represented by promissory notes previously distributed and to be 
subsequently paid out of the proceeds of the offerings, to such Principal 
Stockholder; (y) the foregoing indemnity agreement by the Company or such 
Principal Stockholder does not apply to any loss, liability, claim, damage or 
expense to the extent arising out of an untrue statement or omission or 
alleged untrue statement or omission made in reliance upon and in conformity 
with written information furnished to the Company by any U.S. Underwriter 
through you expressly for use in the Registration Statement (or any amendment 
thereto, including the Rule 430A Information and the Rule 434 Information, if 
applicable, or any preliminary U.S. prospectus or the U.S. Prospectus (or any 
amendment or supplement thereto) and (z) if the Company has complied with its 
obligations under Section 3(e) hereof, the foregoing indemnity agreement with 
respect to any preliminary U.S. prospectus shall not inure to the benefit of 
any U.S. Underwriter from whom the person asserting any such loss, claim, 
damage or liability purchased Offered Securities (or any person who controls 
such U.S. Underwriter within the meaning of Section 15 of the 1933 Act) if a 
copy of the U.S. Prospectus (as then amended or supplemented if the Company 
shall have furnished any amendments or supplements thereto) was not sent or 
given by or on behalf of any Underwriter to such person, if such is required 
by law, at or prior to the written confirmation of the sale of such Offered 
Securities to such person and if the U.S. Prospectus (as so amended or 
supplemented) would have cured the defect giving rise to such loss, claim, 
damage or liability.

In making a claim for indemnification under this Section 6 (other than
pursuant to clause (a)(iii) of this Section 6) or contribution under Section 7
hereof by the Company or the Principal Stockholders, the indemnified parties may
proceed against either (1) both the Company and the Principal Stockholders
jointly or (2) the Company only, but may not proceed solely against the
Principal Stockholders.  In the event that the indemnified parties are entitled
to seek indemnity or contribution hereunder against any loss, liability, claim,
damage or expense to which this paragraph applies then, as a precondition to any
indemnified party obtaining indemnification or contribution from any of the
Principal Stockholders, the indemnified parties shall first obtain a final
judgment from a trial court that such indemnified parties are entitled to
indemnity or contribution under this Agreement from the Company and the
Principal Stockholders with respect to such loss, liability, claim, damage or
expense (the "Final Judgment") and shall seek to satisfy such Final Judgment in
full from the Company by making a written demand upon the Company for such
satisfaction.  Only in the event such Final Judgment shall remain unsatisfied in
whole or in part 45 days following the date of

25

receipt by the Company of such demand shall any indemnified party have the 
right to take action to satisfy such Final Judgment by making demand directly 
on the Principal Stockholders (but only if and to the extent the Company has 
not already satisfied such Final Judgment, whether by settlement, release or 
otherwise).  The indemnified parties may exercise this right to first seek to 
obtain payment from the Company and thereafter obtain payment from the 
Principal Stockholders without regard to the pursuit by any party of its 
rights to the appeal of such Final Judgment.  The indemnified parties shall, 
however, be relieved of their obligation to first obtain a Final Judgment, to 
seek to obtain payment from the Company with respect to such Final Judgment 
or, having sought such payment, to wait such 45 days after failure by the 
Company to immediately satisfy any such Final Judgment if (A) the Company 
files a petition for relief under the United States Bankruptcy Code (the 
"Bankruptcy Code"), (B) an order for relief is entered against the Company in 
an involuntary case under the Bankruptcy Code, (C) the Company makes an 
assignment for the benefit of its creditors, or (D) any court orders or 
approves the appointment of a receiver or custodian for the Company or a 
substantial portion of its assets.  The foregoing provisions of this 
paragraph are not intended to require any indemnified party to obtain a Final 
Judgment against the Company or the Principal Stockholders before obtaining 
reimbursement of expenses pursuant to clause (a)(iii) of this Section 6.  
However, the indemnified parties shall first seek to obtain such 
reimbursement in full from the Company by making a written demand upon the 
Company for such reimbursement. Only in the event such expenses shall remain 
unreimbursed in whole or in part 45 days following the date of receipt by the 
Company of such demand shall any indemnified party have the right to receive 
reimbursement of such expenses from the Principal Stockholders by making 
written demand directly on the Principal Stockholders (but only if and to the 
extent the Company has not already satisfied the demand for reimbursement, 
whether by settlement, release or otherwise).  The indemnified parties shall, 
however, be relieved of their obligation to first seek to obtain such 
reimbursement in full from the Company or, having made written demand 
therefor, to wait such 45 days after failure by the Company to immediately 
reimburse such expenses if (I) the Company files a petition for relief under 
the Bankruptcy Code, (II) an order for relief is entered against the Company 
in an involuntary case under the Bankruptcy Code, (III) the Company makes an 
assignment for the benefit of its creditors, or (IV) any court orders or 
approves the appointment of a receiver or custodian for the Company or a 
substantial portion of its assets.  Notwithstanding anything to the contrary 
contained herein, the provisions of this paragraph shall not apply to any 
claim for indemnity pursuant to clause (a)(ii) (if the indemnified parties 
are entitled to  seek indemnity under such clause (a)(ii) with respect to a 
settlement that has been effected with the written consent of such Principal 
Stockholder but not with the written consent of the Company).

(b)  Each U.S. Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Principal
Stockholders against any and all loss, liability, 

26

claim, damage and expense described in the indemnity contained in subsection 
(a) of this Section, as incurred, but only with respect to untrue statements 
or omissions, or alleged untrue statements or omissions, made in the 
Registration Statement (or any amendment thereto), including the Rule 430A 
Information and the Rule 434 Information, if applicable, or any preliminary 
prospectus or the U.S. Prospectus (or any amendment or supplement thereto) in 
reliance upon and in conformity with written information furnished to the 
Company by such U.S. Underwriter through the U.S. Representatives expressly 
for use in the Registration Statement (or any amendment thereto) or such 
preliminary prospectus or the U.S. Prospectus (or any amendment or supplement 
thereto).

(c)  Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder or which it may have otherwise than on account of this indemnity
agreement.  In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company.  An indemnifying party may
participate at its own expense in the defense of any such actions; PROVIDED,
HOWEVER, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party.  In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.  No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request (provided that in
the case of a request to the Principal Stockholders, the requirement to wait 45
days after making a demand for reimbursement for expenses from the Company shall
have been satisfied or is not applica-

27

ble pursuant to the terms of Section 6(a)), (ii) such indemnifying party 
shall have received notice of the terms of such settlement at least 30 days 
prior to such settlement being entered into and (iii) such indemnifying party 
shall not have reimbursed such indemnified party in accordance with such 
request prior to the date of such settlement.

(e)  The provisions of this Section 6 and Section 7 hereof shall not affect
any agreement among the Company and any Principal Stockholder with respect to
indemnification and contribution.

(f)  In connection with the Reserve Share Program, the Company agrees to
indemnify and hold harmless the U.S. Underwriters from and against any and all
losses, expenses and liabilities incurred by them as a result of (i) the failure
of the designated employees or other persons to pay for and accept delivery of
shares which, immediately following the effectiveness of the Registration
Statement, were subject to a properly confirmed agreement to purchase and (ii)
the violation of any securities laws of foreign jurisdictions where Offered
Securities are offered pursuant to the Reserve Share Program.

Section 7.  CONTRIBUTION.  If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Principal Stockholders, on the one hand, and the U.S.
Underwriters, on the other hand, from the offering of the Offered Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Principal Stockholders, on the one hand,
and the U.S. Underwriters, on the other hand, in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Principal
Stockholders, on the one hand, and the U.S. Underwriters, on the other hand, in
connection with the offering of the Offered Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the Offered Securities pursuant to this
Agreement (before deducting expenses) received by the Company (including any
proceeds transferred to the Principal Stockholders directly or indirectly) and
the total underwriting discount received by the U.S. Underwriters, in each case
as set forth on the cover of the U.S. Prospectus, or, if Rule 434 is used, the
corresponding location on the Term Sheet, bear to the aggregate initial public
offering price of the Offered Securities as set forth on such cover.

28

The relative fault of the Company and the Principal Stockholders, on
the one hand, and the U.S. Underwriters, on the other hand, shall be determined
by reference to, among other things, whether the untrue or allegedly untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, the Principal
Stockholders  or by the U.S. Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company, the Principal Stockholders and the U.S. Underwriters
agree that it would not be just and equitable if contribution pursuant to this
Section were determined by pro rata allocation (even if the U.S. Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section.  The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or allegedly untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the U.S. Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such U.S. Underwriter has otherwise been required to pay by reason of such
untrue or allegedly untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, the aggregate
liability of each Principal Stockholder under this Section 7 and for any breach
of the representation and warranty of such Principal Stockholder set forth in
Section 1(b)(ii) of this Agreement (together with any liability of such
Principal Stockholder under Section 7 of the International Purchase Agreement or
for any breach of the representation and warranty set forth in Section 1(b)(ii)
of the International Purchase Agreement) shall be limited to an amount equal to
the aggregate amount of undistributed earnings previously allocated, represented
by promissory notes previously distributed and to be subsequently paid out of
the proceeds of the offerings, to such Principal Stockholder.

No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  For purposes of
this Section, each person, if any, who controls a U.S. Underwriter within the
meaning of Section 15 of the 1933 Act shall have the same rights to contribution
as such U.S. Underwriter, and each director of the Company, each

29

officer of the Company who signed the Registration Statement, and each 
person, if any, who controls the Company within the meaning of Section 15 of 
the 1933 Act shall have the same rights to contribution as the Company.

For purposes of this Section, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company.  The U.S.
Underwriters' respective obligations to contribute pursuant to this Section are
several in proportion to the number of Initial U.S. Securities set forth
opposite their respective names in Schedule A hereto and not joint.

Section 8.  REPRESENTATIONS, WARRANTIES, AGREEMENTS AND INDEMNITIES TO
SURVIVE DELIVERY.  All representations, warranties, agreements and indemnities
contained in this Agreement, or contained in certificates of officers of the
Company or the Principal Stockholders submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any U.S. Underwriter or controlling person, or by or on behalf
of the Company or the Principal Stockholders, and shall survive delivery of the
U.S. Securities to the U.S. Underwriters.

Section 9.  TERMINATION OF AGREEMENT.  (a)  The U.S. Representatives
may terminate this Agreement, by notice to the Company, at any time at or prior
to the Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
U.S. Prospectus, any Material Adverse Change, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or elsewhere or any
outbreak of hostilities or escalation thereof or other calamity or crisis or any
change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the U.S.
Representatives, impracticable to market the U.S. Securities or to enforce
contracts for the sale of the U.S. Securities, or (iii) if trading in the Common
Stock has been suspended or limited by the Commission or the NYSE, or if trading
generally on the NYSE or in the over-the-counter market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by such exchange or systems or by
order of the Commission, the NASD or any other governmental authority, or (iv)
if a banking moratorium has been declared by either federal, New York or
California authorities.

30

(b)  If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof, and provided further that Sections 1, 6 and 7
shall survive such termination and remain in full force and effect.

Section 10.  DEFAULT BY ONE OR MORE OF THE U.S. UNDERWRITERS.  If one
or more of the U.S. Underwriters shall fail at the Closing Time to purchase the
Initial U.S. Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the U.S. Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting U.S. Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the U.S.
Representatives shall not have completed such arrangements within such 24-hour
period, then:

(a)  if the number of Defaulted Securities does not exceed 10% of the
Offered Securities, each of the non-defaulting U.S. Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof
in the proportions that their respective underwriting obligations hereunder
bear to the underwriting obligations of all non-defaulting U.S.
Underwriters, or

(b)  if the number of Defaulted Securities exceeds 10% of the Offered
Securities, this Agreement shall terminate without liability on the part of
any non-defaulting U.S. Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
U.S. Underwriter from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement, either the U.S. Representatives or the Company
shall have the right to postpone the Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration Statement
or U.S. Prospectus or in any other documents or arrangements.

Section 11.  DEFAULT BY THE COMPANY.  If the Company shall fail at the
Closing Time or at the Date of Delivery to sell and deliver the number of U.S.
Securities which it is obligated to sell hereunder, then the U.S. Underwriters
may, at their option, by notice from the U.S. Representatives to the Company
terminate this Agreement without any liability on the part of any non-defaulting
party except as provided in Section 4.

Section 12.  NOTICES.  All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the U.S.
Underwriters shall be directed to the

31

U.S. Representatives, c/o Merrill Lynch & Co. at 10900 Wilshire Boulevard, 
Suite 900, Los Angeles, California 90024, attention of James F. Flaherty, 
III, Managing Director; notices to the Company or any Principal Stockholder 
shall be directed to the Company or such Principal Stockholder, as the case 
may be, at Guess ?, Inc., 1444 South Alameda Street, Los Angeles, California 
90021, Attention:  Maurice Marciano.

Section 13.  PARTIES.  This Agreement shall inure to the benefit of
and be binding upon the U.S. Underwriters, the Principal Stockholders and the
Company and their respective successors.  Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the U.S. Underwriters, the Principal Stockholders and
the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.  This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the U.S. Underwriters, the Principal Stockholders and the
Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation.  No purchaser of U.S.
Securities from any U.S. Underwriter shall be deemed to be a successor by reason
merely of such purchase.

Section 14.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.  Except as otherwise set
forth herein, specified times of the day refer to New York City time.

Section 15.  PRINCIPAL STOCKHOLDERS.  Each of the Maurice Marciano
Trust (1995 Restatement) and Maurice Marciano (collectively, the "Maurice
Marciano Parties"), the Paul Marciano Trust Under Trust Dated February 20, 1986
and Paul Marciano (collectively, the "Paul Marciano Parties") and the Armand
Marciano Trust Under Trust Dated February 20, 1986 and Armand Marciano
(collectively, the "Armand Marciano Parties") agrees that the representations
and warranties, indemnities and agreements of the Maurice Marciano Trust (1995
Restatement), the Paul Marciano Trust under Trust Dated February 20, 1986 or the
Armand Marciano Trust Under Trust Dated February 20, 1986 set forth in this
Agreement  shall be deemed to have been given or made (subject to any
limitations specifically set forth herein), jointly and severally, by each of
the Maurice Marciano Parties, the Paul Marciano Parties or the Armand Marciano
Parties, respectively.

32

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the U.S. Underwriters, the Principal Stockholders and the Company in
accordance with its terms.

Very truly yours,

GUESS ?, INC.

By: _________________________________
Name:
Title:

PRINCIPAL STOCKHOLDERS

Maurice Marciano              THE MAURICE MARCIANO TRUST
(1995 RESTATEMENT) 

_________________________          By:__________________________________
Maurice Marciano, as Trustee

Paul Marciano                 THE PAUL MARCIANO TRUST UNDER
TRUST DATED FEBRUARY 20, 1986

_________________________          By:__________________________________
Paul Marciano, as Trustee

Armand Marciano               THE ARMAND MARCIANO TRUST UNDER
TRUST DATED FEBRUARY 20, 1986

_________________________          By:___________________________________
Armand Marciano, as Trustee

33

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By__________________________________
Authorized Signatory

For each of themselves and as U.S. Representatives of the other
U.S. Underwriters named in Schedule A hereto.

34

SCHEDULE A

Number of Initial
U.S. Securities to be         Total Number
Purchased from                of Initial U.S. Securities
Name of U.S. Underwriter                 the Company                   to be Purchased
- -----------------------                  --------------------          --------------------------

Merrill Lynch, Pierce, 
Fenner & Smith 
Incorporated

Morgan Stanley & Co. Incorporated

----------

Total    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7,360,000

Sch A-1

SCHEDULE B

Number of Initial        Number of Option         Maximum Number
U.S. Securities to       U.S. Securities          of U.S. Securities 
to be Sold               to be Sold               to be Sold 
-----------------        -----------------        -----------------

Guess ?, Inc.       7,360,000                1,104,000                8,464,000

TOTAL. . . . . . . . . . . . . . .              -----------------

Sch B-1

SCHEDULE C

7,360,000 Shares

GUESS ?, INC.

(a Delaware corporation)

Common Stock

(Par Value $.01 Per Share)

1.   The initial public offering price per share for the U.S.
Securities, determined as provided in Section 2 of the U.S. Purchase
Agreement shall be $       .

2.   The purchase price per share for the U.S. Securities to be
paid by the several U.S. Underwriters shall be $      , being an amount
equal to the initial public offering price set forth above less $       per
share; PROVIDED THAT the purchase price per share for any Option U.S.
Securities (as defined in the U.S. Purchase Agreement) purchased upon
exercise of the over-allotment option described in Section 2(b) of the U.S.
Purchase Agreement shall be reduced by an amount per share equal to any
dividends declared by the Company and payable on the Initial U.S.
Securities (as defined in the U.S. Purchase Agreement) but not payable on
the Option U.S. Securities.

1

EXHIBIT A

EQUITY INVESTMENTS
(as of Pricing Date)

Entity                                                 Percentage Interest
- ------                                                 -------------------
Guess Europe, B.V.                                          100%
Guess Italia  S.r.l.                                        100%
Ranche Limited                                             [100%]
[New Times Guess, Ltd]                                       50%

1

EXHIBIT B
EQUITY INVESTMENTS
(as of S Termination Date)

Entity                                                 Percentage Interest
- ------                                                 -------------------
1

EXHIBIT C

FORM OF OPINION OF
COUNSEL TO THE COMPANY 

[Form to be prepared by Company counsel to the following effect and 
to be attached as Exhibit C]

a.   The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

b.   The Company has the corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration
Statement and to enter into and perform its obligations under this
Agreement.

c.   The Company is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in each jurisdiction set forth
on Exhibit A hereto.

d.   The authorized, issued and outstanding capital stock of the Company is as
set forth in the U.S. Prospectus in the column entitled "Actual" under the
caption "Capitalization"; and none of the outstanding shares of capital
stock of the Company was issued in violation of preemptive rights of any
stockholder of the Company arising by operation of law, under the charter
or bylaws of the Company or, to such counsel's knowledge, under any
agreement to which the Company is a party.

e.   All of the outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable. 
The Offered Securities have been duly authorized for issuance and sale to
the U.S. Underwriters pursuant to this Agreement and, when issued and
delivered by the Company pursuant to this Agreement against payment of the
consideration required pursuant to this Agreement, will be validly issued
and fully paid and nonassessable.

f.   The issuance of the Offered Securities was not subject, at the date of
issue, to statutory preemptive or other similar rights arising by operation
of law, under the charter or bylaws of the Company or, to the best of their
knowledge, otherwise.

g.   This Agreement and the International Purchase Agreement have been duly
authorized, executed and delivered by the Principal Stockholders.

2

h.   This Agreement and the International Purchase Agreement have been duly
authorized, executed and delivered by the Company.

i.   The Registration Statement, including any Rule 462(b) Registration
Statement, was declared effective under the 1933 Act; any required filing
of the U.S. Prospectus pursuant to Rule 424(b) has been made in the manner
and within the time period required by Rule 424(b); and, to the best of
their knowledge and information, no stop order suspending the effectiveness
of the Registration Statement has been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission.

j.   The Registration Statement, including any Rule 462(b) Registration
Statement, the Rule 430A Information and the Rule 434 Information, as
applicable, the Prospectuses, and each amendment or supplement to the
Registration Statement and Prospectuses, as of their respective effective
or issue dates (other than the financial statements, notes thereto other
financial information and supporting schedules included therein, as to
which no opinion need be rendered) complied as to form in all material
respects with the requirements of the 1933 Act and the 1933 Act
Regulations.

[k.  To the best of their knowledge, there is no pending or threatened action,
suit, proceeding, inquiry or investigation to which the Company is a party,
or to which the property of the Company is subject, before or brought by
any court or governmental agency or body, which could, singly or in the
aggregate, reasonably be expected to result in a Material Adverse Effect or
which could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the properties or assets thereof or the
consummation of this Agreement or the performance of the Company's
obligations hereunder or the transactions contemplated by the Registration
Statement.]

l.   The Common Stock conforms to the description thereof contained in the
Prospectuses under the caption "Description of Capital Stock" and the
information in the Prospectuses under the captions "Shares Eligible for
Future Sale" "Description of Capital Stock," "Certain United States Federal
Tax Consequences to Non-United States Holders" and in the Registration
Statement under Items 14 and 15, to the extent that it constitutes matters
of law or legal proceedings or legal conclusions, has been reviewed by them
and fairly present the information disclosed therein in all material
respects.

m.   Such counsel does not know of any pending or threatened legal or
governmental proceedings, required to be described in the Prospectuses that
are not described as required, nor of any contracts or documents of a
character required to be described or referred to in the Registration
Statement or the Prospectuses or to be filed as exhibits to the
Registration Statement that are not described, referred to or filed as
required.

3

n.   No consent, approval, authorization or order of any court or governmental
agency or body is required for the issue sale and delivery of the Offered
Securities or the performance by the Company of its obligations under the
Purchase Agreements, except such consents, approvals, authorizations,
registrations or qualifications as have been obtained under the Securities
Act or under the rules of the National Association of Securities Dealers,
Inc. or as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Offered Securities by
the Underwriters and as may be required under foreign law in connection
with the purchase and distribution of the Offered Securities by the
International Managers.

o.   The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein and in the
Registration Statement and compliance by the Company with its obligations
hereunder and thereunder will not conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant
to the agreements or instruments set forth on Exhibit B hereto, nor will
such action result in any violation of the provisions of the charter or
bylaws of the Company, or any applicable law (applicable law for this
purpose shall be limited to those United States, California and Delaware
statutes, laws or regulations currently in effect which, in such counsel's
experience, are normally applicable to transactions of the type
contemplated by this Agreement).

p.   This Agreement has been duly executed and delivered by the Principal
Stockholders.  To the best of such counsel's knowledge, the execution and
delivery of this Agreement by the Principal Stockholders and the sale and
delivery of the Offered Securities to be sold by the Principal Stockholders
do not and will not conflict with, or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Principal Stockholders under any contract, indenture,
mortgage, loan, credit or factoring agreement, note, lease or other
agreement or instrument set forth on Exhibit C hereto or any existing
applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign,
having jurisdiction over the Principal Stockholders or any of the Principal
Stockholders' properties.

In addition, such opinion shall contain a statement substantially to the
following effect:

"We have not verified, and are not passing upon and do not assume any
responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or Prospectuses,
other than those mentioned in subparagraph (l) above.  We have,
however, generally reviewed and discussed 

4

such statements with certain officers of the Guess Companies, its 
auditors and your representatives.  In the course of this review and
discussion, no facts have come to our attention that lead us to 
believe that (i) the Registration Statement (except for the financial
statements, notes thereto and other financial information and 
schedules included therein or omitted therefrom, as to which we have
not been requested to omment), at the time the Registration Statement
became effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or (ii) the
Prospectuses (except for the financial statements, notes thereto and
other financial information included therein or omitted therefrom, as
to which we have not been requested to comment), at the time the 
Prospectuses were issued or on the date hereof, contained any untrue
statement of a material fact or omitted to state a material fact 
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or 
(iii) if the Company has elected to rely upon Rule 434, the 
Prospectuses are "materially different," as such term is used in 
Rule 434, from the prospectuses included in the original Registration
Statement at the time it became effective, except that such counsel
may state that it expresses no opinion or belief with respect to the
financial statements, schedules and other financial information 
included in or excluded from the Registration Statement, as amended,
or the Prospectuses, as amended or supplemented."

5

1,840,000 Shares

GUESS ?, INC.

(a Delaware corporation)

Common Stock

(Par Value $.01 Per Share)

INTERNATIONAL PURCHASE AGREEMENT

, 1996

MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
as Lead Managers for the several Managers
c/o Merrill Lynch International
20 Farringdon Road
London EC1M 3NH
England

Ladies and Gentlemen:

Guess ?, Inc., a Delaware corporation (the "Company"), hereby confirms
its agreement with the Maurice Marciano Trust (1995 Restatement) (the "Maurice
Marciano Trust"), the Paul Marciano Trust under Trust Dated February 20, 1986
(the "Paul Marciano Trust") and the Armand Marciano Trust Under Trust Dated
February 20, 1986 (the "Armand Marciano Trust," and, together with the Maurice
Marciano Trust, and the Paul Marciano Trust, the "Principal Stockholders") and
Merrill Lynch International ("MLI"), Morgan Stanley & Co. International Limited
("Morgan Stanley International") and each of the other underwriters named in
Schedule A hereto (collectively, the "International Managers," which term shall
also include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom MLI and Morgan Stanley International are acting as
representatives (in such capacity, MLI and Morgan Stanley International shall
hereinafter be referred to as the "Lead Managers"), with respect to the sale by
the Company, and the purchase by the International Managers, acting severally
and not jointly, of the respective numbers of shares of Common Stock, par value
$.01 per share, of the Company ("Common Stock") set forth in said

Schedule B and with respect to the grant by the Company to the International 
Managers, acting severally and not jointly, of the option described in 
Section 2(b) hereof to purchase all or any part of 276,000 additional shares 
of Common Stock to cover over-allotments.  The aforesaid 1,840,000 shares of 
Common Stock (the "Initial International Securities") to be purchased by the 
International Managers and all or any part of the 276,000 shares of Common 
Stock subject to the option described in Section 2(b) hereof (the 
"International Option Securities") are collectively hereinafter called the 
"International Securities."

It is understood that the Company is concurrently entering into an
agreement, dated the date hereof (the "U.S. Purchase Agreement"), providing for
the issuance and sale by the Company of an aggregate of 7,360,000 shares of
Common Stock (the "Initial U.S. Securities") through arrangements with certain
underwriters inside the United States and Canada (the "U.S. Underwriters" which,
together with the International Managers, shall be referred to as the
"Underwriters"), for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and Morgan Stanley & Co. Incorporated are
acting as representatives (the "U.S. Representatives").  The Company has also
granted to the U.S. Underwriters an option to purchase all or any part of
1,104,000 shares of Common Stock (the "Option Securities" which, together with
the Initial U.S. Securities, shall be referred to as the "U.S. Securities") to
cover over-allotments.  The U.S. Securities and the International Securities are
hereinafter collectively referred to as the "Offered Securities."

The Company understands that the U.S. Underwriters will simultaneously
enter into an agreement with the International Managers dated the date hereof
(the "Intersyndicate Agreement") providing for the coordination of certain
transactions among the U.S. Underwriters and the International Managers, under
the direction of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

You have advised us that you and the other International Managers,
acting severally and not jointly, desire to purchase the Initial International
Securities and, if the International Managers, so elect, the International
Option Securities, and that you have been authorized by the other International
Managers to execute this Agreement on their behalf.

The initial public offering price per share for the International
Securities and the purchase price per share for the International Securities
shall be agreed upon by the Company and the Lead Managers, acting on behalf of
the several International Managers, and such agreement shall be set forth in
Schedule C hereto.  The offering of the International Securities will be
governed by this Agreement.  The purchase price per share for the U.S.
Securities to be paid by the several U.S. Underwriters shall be identical to the
purchase price per share for the International Securities to be paid by the
several International Managers hereunder.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-4419), for the
registration of 

2

10,580,000 shares of Common Stock, under the Securities Act of 1933, as 
amended (the "1933 Act"), including the related preliminary prospectus, such 
amendments thereto, if any, and such amended preliminary prospectuses as may 
have been required to the date hereof and will file such additional 
amendments thereto and such amended or supplemental prospectuses as may 
hereafter be required.  Promptly after execution and delivery of this 
Agreement, the Company will either (i) prepare and file a prospectus in 
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and 
regulations of the Commission under the 1933 Act (the "1933 Act Regulations") 
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or 
(ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 
1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in 
accordance with the provisions of Rule 434 and Rule 424(b).  Two forms of 
prospectus are to be used in connection with the offering and sale of the 
Offered Securities:  one relating to the U.S. Securities (the "Form of U.S. 
Prospectus") and one relating to the International Securities (the "Form of 
International Prospectus").  The Form of International Prospectus is 
identical to the Form of U.S. Prospectus, except for the front cover and back 
cover pages and the information under the caption "Underwriting." The 
information included in such prospectus or in such Term Sheet, as the case 
may be, that was omitted from such registration statement at the time it 
became effective but that is deemed to be part of such registration statement 
at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is 
referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of 
Rule 434 is referred to as "Rule 434 Information."  Each Form of U.S. 
Prospectus and Form of International Prospectus used before such registration 
statement became effective, and any Form of U.S. Prospectus or Form of 
International Prospectus that omitted, as applicable, the Rule 430A 
Information or the Rule 434 Information, that was used after such 
effectiveness and prior to the execution and delivery of this Agreement, is 
herein called a "preliminary prospectus." Such registration statement, 
including the exhibits thereto and schedules thereto, if any, at the time it 
became effective and including the Rule 430A Information and the Rule 434 
Information, as applicable, as from time to time amended or supplemented 
pursuant to the 1933 Act, is herein called the "Registration Statement."  Any 
registration statement filed pursuant to Rule 462(b) of the 1933 Act 
Regulations is herein referred to as the "Rule 462(b) Registration 
Statement," and after such filing the term "Registration Statement" shall 
include the Rule 462(b) Registration Statement.  The Form of U.S. Prospectus 
and Form of International Prospectus included in the Registration Statement 
at the time it becomes effective are herein called the "U.S. Prospectus" and 
"International Prospectus," respectively, and collectively, the 
"Prospectuses," except that, (y) if the final U.S. Prospectus or 
International Prospectus first furnished to the U.S. Underwriters or the 
International Managers after the execution of this Agreement or the 
International Purchase Agreement, as the case may be, for use in connection 
with the offering of the Offered Securities differs from the prospectuses 
included in the Registration Statement at the time it becomes effective 
(whether or not such prospectus is required to be filed pursuant to Rule 
424(b)), the terms "U.S. Prospectus," "International Prospectus" and 
"Prospectuses" shall refer to the final U.S. Prospectus and/or International 
Prospectus first furnished to the U.S. Underwriters and/or International 
Managers, as the case may be, for such use and (z) if Rule 434 is relied on, 
the terms "U.S. Prospectus,"

3

"International Prospectus" and "Prospectuses" shall refer to the preliminary 
U.S. Prospectus and/or International Prospectus last furnished to the U.S. 
Underwriters and/or International Managers, as the case may be, in connection 
with the offering of the Offered Securities together with the Term Sheet.

The Company has reserved up to 750,000 of the Initial U.S. Securities
to be sold by the Company for offering and sale to certain of the Company's
employees and certain other persons pursuant to a reserve share program (the
"Reserve Share Program").  These Offered Securities will be sold to the
employees and other persons by the U.S. Underwriters pursuant to this Agreement
at the public offering price.  Any such shares not purchased by such persons by
the end of the first business day after either (a) the later of the date on
which the Registration Statement and any Rule 462(b) Registration Statement has
become effective or (b) if the Company has elected to rely on Rule 430A, the
date of this Agreement, will be offered to the public by the U.S. Underwriters
as set forth in the U.S. Prospectus.

The Company understands that the International Managers propose to
make an offering of the Offered Securities as soon as the Lead Managers deem
advisable after this Agreement has been executed and delivered.

Section 1.  REPRESENTATIONS AND WARRANTIES.  (a)  The Company
represents and warrants to each International Manager as of the date hereof and
as of the Closing Time referred to in Section 2(c) hereof, as follows:

(i)  COMPLIANCE WITH REGISTRATION REQUIREMENTS.  The Registration
Statement has become effective under the 1933 Act and no stop order
suspending the effectiveness of the Registration Statement has been issued
under the 1933 Act and no proceedings for that purpose have been instituted
or are pending or, to the knowledge of the Company, are contemplated by the
Commission, and any request on the part of the Commission for additional
information has been complied with.

At the respective times the Registration Statement and any post-
effective amendments thereto became effective and at the Closing Time (and,
if any Option Securities are purchased, up to the Date of Delivery referred
to below), the Registration Statement and any amendments or supplements
thereto complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and did not
contain and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and, to the Company's knowledge, the
Prospectuses and preliminary prospectuses comply or will comply in all
material respects with any applicable laws or regulations of foreign
jurisdictions in which the Prospectuses and preliminary prospectuses, as
amended or supplemented, if applicable, are distributed in connection with
the Reserve Share Program.  The Prospectuses, at the 

4

date hereof (unless the term "Prospectuses" refers to prospectuses which 
have been provided to the U.S. Underwriters by the Company for use in 
connection with the offering of Offered Securities which differ from the 
Prospectuses on file at the Commission, in which case at the time the 
Prospectuses is first provided to the Underwriters for their use) and at 
the Closing Time, does not and will not include an untrue statement of a 
material fact or omit to state a material fact necessary in order to make 
the statements therein, in the light of the circumstances under which they 
were made, not misleading; and if Rule 434 is used, the Company will 
comply with the requirements of Rule 434; PROVIDED, HOWEVER, that the 
representations and warranties in this subsection shall not apply to 
statements in or omissions from the Registration Statement or Prospectuses 
made in reliance upon and in conformity with information furnished to the
Company in writing by or on behalf of any Underwriter through the 
Representatives expressly for use in the Registration Statement or 
Prospectuses.

(ii)  INDEPENDENT ACCOUNTANTS.  KPMG Peat Marwick LLP, which are
reporting upon certain audited financial statements and supporting
schedules included in the Registration Statement, are independent public
accountants as required by the 1933 Act and the 1933 Act Regulations.

(iii)  FINANCIAL STATEMENTS.  The financial statements included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes present fairly the consolidated financial position of
the Company, Guess Italia S.r.l. ("Guess Italia") and Guess Europe B.V.
("Guess Europe" and, together with the Company and Guess Italia, the "Guess
Companies") at the dates indicated and the results of operations for the
periods specified; said financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP") applied
on a consistent basis throughout the periods involved; and the supporting
schedules, if any, included in the Registration Statement present fairly
the information required to be stated therein.  The selected consolidated
financial data and the summary financial data included in the Prospectuses
present fairly the information shown therein and have been compiled on a
basis consistent with that of the audited financial statements or, in the
case of the interim periods presented, the unaudited financial statements
of the Guess Companies, in each case included in the Registration
Statement.  The pro forma financial information of the Guess Companies
included in the Prospectuses presents fairly the information shown therein,
have been prepared in accordance with the Commission's rules and guidelines
with respect to pro forma financial information and have been properly
compiled on the bases described therein, and, in the opinion of the
Company, the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein.

(iv)  NO MATERIAL ADVERSE CHANGE IN BUSINESS.  Since the respective
dates as of which information is given in the Registration Statement and
the Prospectuses, 

5

except as otherwise stated therein or contemplated
thereby, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its Subsidiaries (as defined herein)
considered as one enterprise (a "Material Adverse Change"), whether or not
arising in the ordinary course of business, (B) there have been no
transactions entered into by the Company, other than those in the ordinary
course of business, which are required to be disclosed under the 1933 Act
and the 1933 Act Regulations, and (C) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class
of its capital stock, except for a dividend or distribution in respect of
the net earnings of the Company from _____ to the Closing Time.

(v)  GOOD STANDING OF THE COMPANY.  The Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware with corporate power and authority
to own, lease and operate its properties and to conduct its business as
described in the Prospectuses and to enter into and perform its obligations
under this Agreement, and to consummate the transactions with respect to
which it is a participant contemplated hereby and thereby and in the
Registration Statement (including (i) the reorganization and the S
corporation distribution as described in the Prospectuses under the caption
"Company History, The Reorganization and Prior S Corporation Status"
(collectively, the "Reorganization Transactions"); and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify could not, singly or in
the aggregate, reasonably be expected to have a material adverse effect on
the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its Subsidiaries considered as one
enterprise (a "Material Adverse Effect").

(vi)  SUBSIDIARIES.  The Company owns, and as of the date of
termination of the Company's S corporation status (the "S Termination
Date") will own, no equity interest in any entity other than those equity
interests listed on Exhibits A and B hereto, respectively (such entities on
Exhibit A are hereinafter referred to as the "Subsidiaries").  As of the
date hereof and as of the S Termination Date, the Company has, or will
have, good and marketable title to all equity interests listed on Exhibit A
or B, respectively, free and clear of any pledge, lien, security interest,
charge, claim or encumbrance of any kind.

(vii)  CAPITALIZATION; AUTHORIZATION AND DESCRIPTION OF OFFERED
SECURITIES.  At the Closing Time the authorized, issued and outstanding
capital stock of the Company will be as set forth in the Prospectuses under
the "Actual" column under the caption "Capitalization"; all of the shares
of issued and outstanding Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable and, to the 

6

best knowledge of the Company, are owned of record and beneficially by the
Principal Stockholders free and clear of any liens, claims, charges,
pledges or encumbrances of any kind, except for restrictions imposed by the
Restated Shareholders' Agreement dated _____, 1996 between the Company and
the Principal Stockholders; none of the outstanding shares of Common Stock
of the Company was issued in violation of preemptive rights of any
stockholder of the Company; the Offered Securities to be sold by the
Company pursuant to the Purchase Agreements have been duly authorized for
issuance and sale to the Underwriters pursuant to the Purchase Agreements
and, when issued and delivered by the Company pursuant to the Purchase
Agreements against payment of the consideration set forth herein, will be
validly issued and fully paid and nonassessable; the Common Stock conforms
to all statements relating thereto contained in the Prospectuses and such
description conforms to the rights set forth in the instruments defining
the same; no holder of the Offered Securities will be subject to personal
liability by reason of being such a holder; and the Offered Securities are
not subject to preemptive or other similar rights arising by operation of
law, under the charter or bylaws of the Company, under any agreement to
which the Company is a party or otherwise.

(viii)  ABSENCE OF DEFAULTS AND CONFLICTS.  None of the Guess
Companies is (a) in violation of its charter or bylaws or (b) in breach or
default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan,
credit agreement, note, lease or other agreement or instrument to which any
of the Guess Companies is a party or by which any of them may be bound, or
to which any of their property or assets is subject (collectively,
"Agreements and Instruments"), excluding in each case in this clause (b),
breaches or defaults which, individually or in the aggregate, could not,
singly or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein and
in the Registration Statement (including (i) the Reorganization
Transactions and (ii) the use of proceeds from the sale of the Offered
Securities as described in the Prospectuses under the caption "Use of
Proceeds") and compliance by the Company with its obligations hereunder and
thereunder have been duly authorized by all necessary corporate action and
do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Guess Companies pursuant
to any Agreements and Instruments (other than with respect to which any of
the Guess Companies shall have obtained at or prior to the Closing Time
such amendments, waivers or consents, as the case may be, as shall be
necessary so that at the Closing Time the representation and warranty
contained in this paragraph (viii) shall be accurate without regard to this
parenthetical), excluding in each case, conflicts, breaches or defaults
which, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect, nor will such action result in any
viola-

7

tion of the provisions of the charter or bylaws of any of the Guess
Companies or any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over any of the Guess
Companies or any of their assets or properties.

(ix)  ABSENCE OF LABOR DISPUTES.  No labor dispute with the employees
of any of the Guess Companies exists or, to the knowledge of the Company,
is imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of the Guess Companies principal
suppliers, manufacturers, customers or contractors, which, in either case,
may reasonably be expected to result in a Material Adverse Effect.

The Company is in compliance with all applicable federal, state, and
local laws relating to the payment of wages to employees (including,
without limitation, the Fair Labor Standards Act, as amended), except
insofar as the failure to comply with such laws would not reasonably be
expected to have a Material Adverse Effect.

(x)  ABSENCE OF PROCEEDINGS.  There is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or foreign,
now pending or, to the knowledge of the Company, threatened, against or
affecting the Company which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which could, singly or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect, or could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the properties or assets of the Company or
which could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the consummation of this Agreement or the
performance by the Company of its obligations hereunder.

(xi)  ACCURACY OF EXHIBITS.  There are no contracts or documents to
which the Company is a party which are required to be described in or filed
as exhibits to the Registration Statement which have not been described,
filed or incorporated by reference as required.

(xii)  POSSESSION OF INTELLECTUAL PROPERTY.  Except as disclosed in
the Prospectuses, each of the Guess Companies owns or possesses, or can
acquire on reasonable terms, adequate patents, patent licenses, trademarks,
service marks and trade names necessary to carry on its business as
presently conducted, and none of the Guess Companies have received any
notice of infringement of or conflict with asserted rights of others with
respect to any patents, patent licenses, trademarks, service marks or trade
names that in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would reasonably be expected to have a Material Adverse
Effect.

8

(xiii)  ABSENCE OF FURTHER REQUIREMENTS.  No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority, agency or
body is necessary or required for the performance by the Company of its
obligations hereunder, in connection with the offering or sale of the
Offered Securities hereunder or the consummation of the transactions
contemplated by this Agreement, except (i) such as have already been
obtained or as may be required under the 1933 Act or the 1933 Act
Regulations or state securities laws and (ii) such as have been obtained,
to the Company's knowledge, under the securities laws and regulations of
foreign jurisdictions in which the Offered Securities are offered outside
the United States in connection with the Reserve Share Program.

(xiv)  POSSESSION OF LICENSES AND PERMITS.  Each of the Guess
Companies (A) possesses all material governmental certificates, permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") necessary to conduct the business it now operates
and (B) has not received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses except, in the
case of clauses (A) and (B), as could not reasonably be expected to result
in a Material Adverse Effect.

(xv)  TITLE TO PROPERTY.  Each of the Guess Companies has sufficient
title for the use made and proposed to be made of all of its properties,
whether real or personal, free and clear of all liens, encumbrances and
defects, except as stated in the Prospectuses or such as could not, singly
or in the aggregate, reasonably be expected to have a Material Adverse
Effect; and all of the leases material to the business of the Guess
Companies, and under which any of the Guess Companies holds properties
described in the Prospectuses, are in full force and effect, and none of
the Guess Companies has notice of any material claim of any sort that has
been asserted by anyone adverse to the rights of the Company under any of
the leases mentioned above, or affecting or questioning the rights of any
of the Guess Companies to the continued possession of such leased premises
under any such lease. 

(xvi)  AUTHORIZATION OF AGREEMENT.  Each of the Purchase Agreements
have been duly and validly authorized, executed and delivered by the
Company.

(xvii)  RELATIONS WITH CUBA.  To the knowledge of the Guess Companies,
none of the Guess Companies has done, or is presently doing, business with
the government of Cuba or with any person located in Cuba.

(xviii)  ACCURACY OF DESCRIPTIONS.  The descriptions in the
Registration Statement of laws, regulations and rules, of legal and
governmental proceedings and of contracts, agreements, leases and other
documents including, without limitation, under the headings "Description of
Capital Stock -- Delaware Law and Certain Corporate Provisions" are
accurate in all material respects.

9

(xix)  ENVIRONMENTAL LAWS.  Except as could not, singly or in the
aggregate, reasonably be expected to have a Material Adverse Effect or
otherwise require disclosure in the Registration Statement or the
Prospectuses, (i) each of the Guess Companies is in compliance with all
applicable federal, state or local laws and regulations ("Environmental
Laws") relating to pollution or protection of human health or the
environment, or otherwise relating to the use, treatment, storage,
disposal, transport or handling of toxic or hazardous substances or wastes,
or petroleum products ("Materials of Environmental Concern"), including
compliance with all permits, licenses, approvals or authorizations
("Permits") required under any Environmental Laws, (ii) with respect to the
Company or any person or entity for whom the Company or any Subsidiary has
retained or assumed (either contractually or by operation of law) liability
therefor, (A) none of the Guess Companies has received any communication
from any person or entity alleging violation of any Environmental Laws, and
there is no pending or, to its knowledge, threatened claim, action,
investigation or notice for site investigations, clean up, response costs,
natural resources or property damages, personal injuries, attorney's fees,
or penalties (collectively, "Environmental Claims"), and (B) there are no
conditions that, to the best knowledge of any of the Guess Companies, could
reasonably be expected to form the basis of any Environmental Claim against
any of the Guess Companies.  The Company has reviewed the Environmental
Laws applicable to the Guess Companies' business, operations and properties
for the purposes of determining any capital or operating expenditures
required or anticipated over the current and the next fiscal year for any
site investigation, clean up or remediation, compliance with Environmental
Laws or any Permit, or any potential liability to third parties, and, on
the basis of such review, the Company has reasonably concluded that such
matters could not have a Material Adverse Effect or otherwise require
disclosure in the Registration Statement or Prospectuses.

(xx)  NO RELATED PARTY TRANSACTIONS.  Except as disclosed in the
Prospectuses, there are no (i) outstanding loans, advances or guarantees of
indebtedness by any of the Guess Companies to or for the benefit, directly
or indirectly, of any of the officers or directors of any of the Guess
Companies or (ii) any other related party transactions required by the 1933
Act or by the 1933 Act Regulations to be disclosed in the Prospectuses.

(xxi)  INTERNAL ACCOUNTING METHODOLOGY.  The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management's general
or specific authorization, and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

10

(xxii)  TAXES.  The Company has filed all material federal, state and
foreign income and franchise tax returns and has paid all taxes shown as
due thereon, other than taxes which are being contested in good faith and
for which adequate reserves have been established in accordance with GAAP;
and the Company has no knowledge of any tax deficiency which has been or
might be asserted or threatened against the Company which would reasonably
be expected to have a Material Adverse Effect.  No material Federal, state,
local or foreign transfer, sales or other taxes will be imposed on the
Company as a result of the consummation of the Reorganization Transactions
[other than ______].

(xxiii)  Effective as of August 1, 1983, the Company validly elected S
Corporation status (as defined in Section 1361 of the Internal Revenue Code
of 1986, as amended (the "Code")) for federal and certain state income tax
purposes and has validly continued to qualify as an S corporation in each
such jurisdiction since such date and will continue to so qualify until the
S Termination Date.

(xxiv)  NYSE APPLICATION.  The Common Stock has been approved for
listing on the New York Stock Exchange (the "NYSE") under the symbol "GES,"
subject to notice of official issuance.

(b)  Each of the Principal Stockholders represents and warrants to, and
agrees with, each International Manager as of the date hereof and as of the
Closing Time as follows:

(i)  Prior to the Closing Time, each of the Principal Stockholders
shall contribute all of the outstanding shares of MI held by such Principal
Stockholders to the Company (the "Contribution").  Immediately prior to the
Contribution, all of the outstanding shares of capital stock of MI had been
duly authorized and validly issued and were fully paid and nonassessable. 
The Maurice Marciano Trust represents and warrants that immediately prior
to the Contribution it owned of record and beneficially 44.8% of the
outstanding shares of capital stock of MI; the Paul Marciano Trust
represents and warrants that, immediately prior to the Contribution, it
owned of record and beneficially 35.5% of the outstanding shares of capital
stock of MI; and the Armand Marciano Trust represents and warrants that,
immediately prior to the Contribution, it owned of record and beneficially
19.7% of the outstanding shares of capital stock of MI.  Each Principal
Stockholder represents and warrants that, immediately prior to the
Contribution, it had good and marketable title to all such shares, free and
clear of any pledge, lien, security interest, charge, claim or encumbrance
of any kind.

(ii)  Each Principal Stockholder is familiar with the Prospectuses and
has (A) no reason to believe that the representations and warranties of the
Company in Section 1(a) above are not accurate in all material respects,
(B) no knowledge of any material fact, condition or information not
disclosed in the Prospectuses that has adversely 

11

affected or should reasonably be expected to materially and adversely 
affect the business of the Company and its Subsidiaries, taken as a 
whole, after giving effect to the Reorganization Transactions, or
(C) no reason to believe that the Prospectuses contains any untrue 
statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

(c)  Any certificate signed by any officer of the Company and delivered to
the Lead Managers or to counsel for the International Managers shall be deemed a
representation and warranty by the Company to each International Manager, as to
the matters covered thereby.

(d)  The liability of the Principal Stockholders for breach of the
representation and warranty set forth in clause (b)(ii) above is limited as set
forth in Section 6(a) below.

Section 2.  SALE AND DELIVERY TO INTERNATIONAL MANAGERS; CLOSING. (a)
On the basis of the representations and warranties herein contained and subject
to the terms and conditions herein set forth, the Company agrees to sell the
number of International Securities set forth in Schedule B to each International
Manager, and each International Manager, severally and not jointly, agrees to
purchase from the Company, at the price per share set forth in Schedule C, the
number of Initial International Securities set forth in Schedule A opposite the
name of such International Manager, plus any additional number of Initial
International Securities which such International Manager, may become obligated
to purchase pursuant to the provisions of Section 10 hereof.

(b)  In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
hereby grants an option to the International Managers, severally and not
jointly, to purchase up to all of the International Option Securities at the
purchase price per share set forth in Schedule C.  The option granted will
expire 30 days after the date hereof and may be exercised, in whole or in part
(but not more than once), only for the purpose of covering over-allotments which
may be made in connection with the offering and distribution of the Initial
International Securities upon notice by the Lead Managers to the Company setting
forth the number of International Option Securities as to which the several
International Managers are then exercising the option and the time and date of
payment and delivery for such International Option Securities.  Such time and
date of delivery (a "Date of Delivery") shall be determined by the Lead
Managers, but shall not be later than the third (fourth, if the exercise occurs
after 4:30 P.M. New York time) full business day after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined,
unless otherwise agreed by the Lead Managers and the Company.  If the option is
exercised as to all or any portion of the International Option Securities, each
of the International Managers, acting severally and not jointly, will purchase
that proportion of the total number of International Option Securities then
being purchased which the number of Initial U.S. Securities set forth in
Schedule A opposite the name of such International Manager bears to the total
number of Initial International Securities, subject in 

12

each case to such adjustments as the Lead Managers in their discretion shall 
make to eliminate any purchases of fractional interests, plus any additional 
number of International Option Securities which such International Manager 
may become obligated to purchase pursuant to the provisions of Section 10 
hereof.  

(c)  Payment of the purchase price for the Initial International 
Securities shall be made at the office of Skadden, Arps, Slate, Meagher & 
Flom, 300 South Grand Avenue, Los Angeles, California, or at such other place 
as shall be agreed upon by the U.S. Representatives and the Company, at 7:00 
A.M. California time on the third (fourth, if the pricing occurs after 4:30 
P.M. New York time) business day (unless postponed in accordance with the 
provisions of Section 10) after the date hereof, or such other time not later 
than ten business days after such date as shall be agreed upon by the Lead 
Managers and the Company (such time and date of payment and delivery being 
herein called the "Closing Time"). Payment shall be made to the Company by 
wire transfer of immediately available funds payable to a bank account 
designated by the Company against delivery to the Lead Managers for the 
respective accounts of the International Managers of certificates for the 
Initial International Securities to be purchased by them. Certificates for 
the Initial International Securities shall be in such denominations and 
registered in such names as the Lead Managers may request in writing at least 
two business days before the Closing Time.  It is understood that each 
International Manager has authorized the Lead Managers, for their account, to 
accept delivery of, receipt for, and make payment of the purchase price for, 
the Initial International Securities which it has agreed to purchase. Merrill 
Lynch, individually and not as representative of the International Managers, 
may (but shall not be obligated to) make payment of the purchase price for 
the Initial International Securities to be purchased by any International 
Manager whose funds have not been received by the Closing Time, but such 
payment shall not relieve such International Manager from its obligations 
hereunder. The certificates for the Initial International Securities will be 
made available for examination and packaging by the Lead Managers not later 
than 10:00 A.M. on the last business day prior to the Closing Time.

(d)  In addition, in the event that any or all of the International Option
Securities are purchased by the International Managers, payment of the purchase
price for such International Option Securities shall be made at the above-
mentioned offices of Skadden, Arps, Slate, Meagher & Flom, or at such other
place as shall be agreed upon by the Lead Managers and the Company, on the Date
of Delivery as specified in the notice from the Lead Managers to the Company. 
Payment shall be made to the Company by wire transfer of immediately available
funds to a bank account designated by the Company, against delivery to the Lead
Managers for the respective accounts of the International Managers of
certificates for the International Option Securities to be purchased by them. 
Certificates, if any, for the International Option Securities, if any, shall be
in such denominations and registered in such names as the Lead Managers may
request in writing at least two business days before the Closing Time or the
relevant Date of Delivery, as the case may be.  It is understood that each
International Manager has authorized the Lead Managers, for their accounts, to
accept

13

delivery of, receipt for, and make payment of the purchase price for the 
International Option Securities, if any, which it has agreed to purchase. 
Merrill Lynch, individually and not as representative of the International 
Managers, may (but shall not be obligated to) make payment of the purchase 
price for the International Option Securities, if any, to be purchased by any 
International Managers whose funds have not been received by the relevant 
Date of Delivery, as the case may be, but such payment shall not relieve such 
International Managers from its obligations hereunder.  The certificates for 
the International Option Securities, if any, will be made available for 
examination and packaging by the Lead Managers not later than 10:00 A.M. on 
the last business day prior to the relevant Date of Delivery.  For purposes 
of this agreement, "business day" means a day on which the NYSE is open for 
business.

(e)  The U.S. Underwriters agree to serve a maximum of 750,000 Initial U.S.
Shares for offering and sale to directors, officers, employees, business
associates and related persons of the Company, at the public offering price. 
Any such shares not purchased by such persons by the end of the second business
day after either (a) the later of the date on which the Registration Statement
and any Rule 462(b) Registration Statement has become effective or, (b) if the
Company has elected to rely upon Rule 430A, the date of the U.S. Prospectus,
will be offered to the public by the U.S. Underwriters as set forth in the U.S.
Prospectus.

Section 3.  COVENANTS OF THE COMPANY.  The Company covenants with each
U.S. Underwriter as follows:

(a)  The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A and will notify the Lead Managers immediately of (i)
the effectiveness of the Registration Statement and of the effectiveness of any
post-effective amendment to the Registration Statement or of the filing of any
amendment or supplement to the International Prospectus, (ii) the receipt of any
comments from the Commission, (iii) any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
International Prospectus or for additional information, and (iv) the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of any
preliminary prospectus, or the suspension of the qualification of the
International Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceedings for that purpose.  If the Company
has elected to rely on Rule 430A, the Company will promptly effect the filings
necessary pursuant to Rule 424(b) and will take such steps as it deems necessary
to ascertain promptly whether the form of prospectus transmitted for filing
under Rule 424(b) was received for filing by the Commission and, in the event
that it was not, it will promptly file such prospectus.  The Company will make
every reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

(b)  The Company will give the Lead Managers notice of its intention to
file or prepare any amendment to the Registration Statement (including any
filing under Rule

14

462(b)), any Term Sheet or any amendment, supplement or revision to either 
the prospectus included in the Registration Statement at the time it became 
effective or to the U.S. Prospectus will furnish the Lead Managers with 
copies of any such documents a reasonable amount of time prior to such 
proposed filing or use, as the case may be, and will not file or use any such 
document to which the Lead Managers or counsel for the International Managers 
shall reasonably object.

(c)  The Company will deliver to the Lead Managers and counsel for the
International Managers signed copies of the Registration Statement as originally
filed and of each amendment thereto (including exhibits filed therewith) and
signed copies of all consents and certificates of experts and will also deliver
to the Lead Managers a conformed copy of the Registration Statement as
originally filed and of each amendment or post-effective amendment or supplement
or Term Sheet thereto (without exhibits) for each of the International Managers.

(d)  The Company has delivered to each International Manager, without
charge, as many copies of each preliminary prospectus as such International
Manager reasonably requested, and the Company hereby consents to the use of such
copies for the purposes permitted by the 1933 Act.  The Company will furnish to
each International Manager, without charge, from time to time, during the period
when the International Prospectus is required to be delivered under the 1933 Act
or the Securities Exchange Act of 1934, as amended (the "1934 Act"), such number
of copies of the International Prospectus (as amended or supplemented) and the
Term Sheet, if any, as such. Underwriter may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
rules and regulations of the Commission under the 1934 Act (the "1934 Act
Regulations").

(e)  The Company will comply with the 1933 Act and the 1933 Act Regulations
and the 1934 Act and the 1934 Act Regulations so as to permit the completion of
the distribution of the Offered Securities as contemplated in this Agreement and
in the International Prospectus.  If at any time when a prospectus is required
to be delivered in connection with such distribution of the International
Securities any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the International Managers or for
the Company, to amend the Registration Statement or amend or supplement the
International Prospectus in order that the International Prospectus will not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the opinion of such counsel, at any such time to amend
the Registration Statement or amend or supplement the International Prospectus
in order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement or the
International Prospectus comply

15

with such requirements, and the Company will furnish to the International 
Managers such number of copies of such amendment or supplement as the 
Representatives shall reasonably request.

(f)  The Company will endeavor, in cooperation with the International
Managers, to qualify the Offered Securities for offering and sale under the
applicable securities laws of such states and other jurisdictions outside of the
United States as the Lead Managers may designate; PROVIDED, HOWEVER, that the
Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise
subject.  In each jurisdiction in which the Offered Securities have been so
qualified, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the date hereof and the effective date of
any Rule 462(b) Registration Statement.  The Company will inform the Florida
Department of Banking and Finance if, to the best of its knowledge, prior to the
completion of the distribution of the Offered Securities by the International
Managers, the Company commences engaging in business with the government of Cuba
or with any person or affiliate located in Cuba.  Such information will be
provided within 90 days of the commencement thereof or after a change to any
such previously reported information.

(g)  The Company will timely file such reports pursuant to the 1934 Act as
are necessary in order to make generally available to its security holders as
soon as practicable, but not later than 60 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning
not later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in said Rule 158) of the Registration Statement.

(h)  During a period of 180 days from the date hereof, the Company will
not, without Merrill Lynch's prior written consent, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly, any share
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or file any registration statement under the 1933
Act with respect to any of the foregoing or (ii) enter into any swap or any
other agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or other securities, in cash or
otherwise.  The foregoing sentence shall not apply to (A) the Offered Securities
to be sold hereunder or under the International Purchase Agreement, (B) any
shares of Common Stock issued or options to purchase Common Stock granted
pursuant to (I) any existing employment agreement or (II) existing employee
benefit plans of the Company referred to in

16

the International Prospectus or (C) any shares of Common Stock issued 
pursuant to any existing non-employee director stock plan or dividend 
reinvestment plan referred to in the International Prospectus.

(i)   If the Company uses Rule 434 of the 1933 Act Regulations, it will
comply with the requirements of Rule 434 of such regulations and the
International Prospectus will not be "materially different," as such term is
used in Rule 434 of the 1933 Act Regulations, from the International Prospectus
first given to the International Managers for their use.

(j)   The Company will use its best efforts to effect the listing of the
Offered Securities on the NYSE.

(k)   The Company will use the net proceeds received by it from the sale of
the Offered Securities in the manner specified in the International Prospectus
under the caption "Use of Proceeds."

(l)   The Company will file with the Commission such reports on Form SR as
may be required pursuant to Rule 463 of the 1933 Act Regulations.

(m)   If the Company elects to rely upon Rule 462(b), the Company shall
both file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the
1933 Act Regulations by the time confirmations are sent or given, as specified
by Rule 462(b)(2).

(n)  The Company hereby agrees that it will ensure that the Offered
Securities sold to persons pursuant to the Reserve Share Program will be
restricted as required by the National Association of Securities Dealers, Inc.
(the "NASD") or the NASD rules from sale, transfer, assignment, pledge or
hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement.  The U.S. Underwriters will notify
the Company as to which persons will need to be so restricted.  At the request
of the U.S. Underwriters, the Company will direct the transfer agent to place a
stop transfer restriction upon such securities for such period of time.  Should
the Company release, or seek to release, from such restrictions any Offered
Securities sold pursuant to the Reserve Share Program, the Company agrees to
reimburse the U.S. Underwriters for any reasonable expenses including, without
limitation, legal expenses they incur directly in connection with such release.

Section 4.  PAYMENT OF EXPENSES.  The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, including any post-effective amendments, (ii) the
preparation, issuance and delivery of the certificates for the International
Securities, if any, to the International Managers, including any stock transfer
taxes payable upon the sale of the Offered Securities to the Underwriters and
the transfer of the Offered

17

Securities between the U.S. Underwriters and the
International Managers, (iii) the fees and disbursements of the Company's
counsel and accountants, (iv) the qualification of the Offered Securities under
securities laws in accordance with the provisions of Section 3(f) hereof,
including reasonable filing fees and the fees and disbursements of counsel for
the International Managers in connection therewith and in connection with the
preparation, printing and delivery to the International Managers of copies of
the Blue Sky Survey and any supplement thereto, (v) the printing and delivery to
the International Managers of copies of the Registration Statement as originally
filed and of each amendment thereto, of each preliminary prospectus, any Term
Sheets and of the International Prospectus and any amendments or supplements
thereto, (vi) the fees and expenses of the listing of the Common Stock on the
NYSE, (vii) the filing fees incident to, and the reasonable fees and
disbursements of counsel to the U.S. Underwriters in connection with, the review
by the National Association of Securities Dealers, Inc. (the "NASD") of the
terms of the sale of the Offered Securities, (viii) the copying and distribution
to the International Managers of this Agreement, the agreement among U.S.
Underwriters, the U.S. Purchase Agreement, the agreement among International
Managers and the Intersyndicate Agreement, (ix) the fees and expenses of any
transfer agent or registrar for the Common Stock, (x) the reasonable fees and
disbursements of counsel to the Company and the U.S. Underwriters in connection
with the Reserve Share Program, and (xi) stamp duties or similar taxes or
duties, if any, incurred by the U.S. Underwriters in connection with the Reserve
Share Program.

If this Agreement is terminated by the Lead Managers in accordance
with the provisions of Section 5, 9(a)(i) or 11 hereof, the Company shall
reimburse the International Managers for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the International
Managers.

Section 5.  CONDITIONS OF INTERNATIONAL MANAGERS' OBLIGATIONS.  The
obligations of the several International Managers to purchase and pay for the
International Securities that they have respectively agreed to purchase pursuant
to this Agreement (including any International Option Securities as to which the
option granted in Section 2 has been exercised and the Date of Delivery
determined by you is the same as the Closing Time) are subject to the accuracy
in all material respects (except that such phrase "in all material respects"
shall be disregarded to the extent any such representation and warranty is
qualified by "material," "material adverse change," "Material Adverse Effect" or
any phrase using any such term) of the representations and warranties of the
Company and the Principal Stockholders herein contained or in certificates of
any officer of any of the Company or certificates by or on behalf of the
Principal Stockholders delivered pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder, and to the following
further conditions:

(a)  The Registration Statement, including any Rule 462(b) Registration
Statement, shall have become effective on the date of this Agreement.  At the
Closing Time, no stop order suspending the effectiveness of the Registration
Statement shall have been issued under

18

the 1933 Act or proceedings therefor initiated or threatened by the 
Commission, and any request on the part of the Commission for additional 
information shall have been complied with.  The price of the Offered 
Securities and any price-related information previously omitted from the 
effective Registration Statement and any Term Sheet used pursuant to Rule 434 
shall have been transmitted to the Commission for filing pursuant to Rule 
424(b) within the prescribed time period and, prior to the Closing Time, the 
Company shall have provided evidence satisfactory to the Lead Managers of 
such timely filing, or a post-effective amendment providing such information 
shall have been promptly filed and declared effective.

(b)  At the Closing Time, the Lead Managers shall have received:

(i)  The favorable opinion, dated as of the Closing Time, of Shearman
& Sterling, special counsel for the Company, substantially in the form
attached hereto as Exhibit C and in form and substance satisfactory to
counsel for the Underwriters.

(ii)  The favorable opinion, dated as of the Closing Time, of Skadden,
Arps, Slate, Meagher & Flom, counsel for the International Managers, with
respect to the matters set forth in (a), (e), (f) (solely as to preemptive
rights arising by operation of law or under the charter or bylaws of the
Company), (h) thru (j), inclusive, and (l) (solely as to the information in
the Prospectuses under the caption "Description of Capital Stock"), of
Exhibit C, except that, with respect to the matters referred to in (e), no
opinion need be expressed as to whether any of the Company's outstanding
shares of Common Stock, other than the Offered Securities, have been duly
authorized or validly issued or are fully paid or nonassessable.

In addition, Skadden, Arps, Slate, Meagher & Flom shall state that
they have participated in conferences with directors, officers and other
representatives of the Company, the Representatives, the Company's
independent accountants and counsel for the Underwriters at which
conferences the contents of the Registration Statement and the Prospectuses
and related matters were discussed and, although they are not passing upon,
and they do not assume responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or
Prospectuses (except for financial statements and other financial data
included therein), and they have not made any independent check or
verification thereof, on the basis of the foregoing, nothing has come to
their attention that would lead them to believe that the Registration
Statement including the Rule 430A Information and Rule 434 Information (if
applicable), (except for financial statements and schedules and other
financial data included therein, as to which such counsel need make no
statement), at the time it became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
or that the Prospectuses or any amendment or supplement thereto (except for
financial statements and schedules and other financial data included as to
which such counsel need make no statement), at the time the Prospectuses
were 

19

issued, at the time any such amended or supplemental prospectus was
issued or at the Closing Time, included or includes an untrue statement of
a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

(c)  At the Closing Time there shall not have been, since the date hereof
or since the respective dates as of which information is given in the
Registration Statement and the Prospectuses, any Material Adverse Change,
whether or not arising in the ordinary course of business, and the Lead Managers
shall have received a certificate of the chief executive officer of the Company
and of the chief financial officer of the Company, dated as of the Closing Time,
to the effect that (i) since the respective dates as of which information is
given in the Registration Statement and the Prospectuses, there has been no such
Material Adverse Change, (ii) the representations and warranties of the Company
in Section 1(a) hereof are true and correct in all material respects (except
that such phrase "in all material respects" shall be disregarded to the extent
any such representation and warranty is qualified by "material," "material
adverse change," "Material Adverse Effect" or any phrase using any such term)
with the same force and effect as though expressly made at and as of the Closing
Time, (iii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the Closing
Time, and (iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or threatened by the Commission and (y) a certificate of the Principal
Stockholders, dated as of the Closing Time, to the effect that (i) the
representations and warranties of the Principal Stockholders in Section 1(b)
hereof are true and correct in all material respects (except that such phrase
"in all material respects" shall be disregarded to the extent any such
representation and warranty is qualified by "material," "material adverse
change," "Material Adverse Effect" or any phrase using any such term) with the
same force and effect as though expressly made at and as of the Closing Time and
(ii) the Principal Stockholders have complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or prior to the
Closing Time.

(d)  At the time of the execution of this Agreement, the Lead Managers
shall have received from KPMG Peat Marwick LLP, a letter dated such date, in
form and substance satisfactory to the Lead Managers, to the effect that (i)
they are independent public accountants with respect to the Company within the
meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion
that the financial statements and supporting schedules included in the
Registration Statement and covered by their opinions therein comply as to form
in all material respects with the applicable accounting requirements of the 1933
Act and the 1933 Act Regulations; (iii) based upon the limited procedures set
forth in detail in such letter, nothing has come to their attention which causes
them to believe that (A) the unaudited financial statements and supporting
schedules of the Company included in the Registration Statement do not comply as
to form in all material respects with the applicable accounting requirements of
the 1933 Act and the 1933 Act Regulations or are not presented in conformity
with GAAP applied on a basis substantially consistent with that of the audited

20

financial statements included in the Registration Statement, (B) the unaudited
income statement data set forth under "Selected Financial Data" in the
Prospectuses were not determined on a basis substantially consistent with that
used in determining the corresponding amounts in the audited financial
statements included in the Registration Statement, or (C) at a specified date
not more than five days prior to the date of this Agreement, there has been any
change in the capital stock of the Company or any increase in the long term debt
of the Company or any decrease in current assets or total assets as compared
with the amounts shown in the balance sheet included in the Registration
Statement or, during the period from June 30, 1996 to a specified date not more
than five days prior to the date of this Agreement, there were any decreases, as
compared with the corresponding period in the preceding year, in net sales, net
income, or net income per share of the Company, except in all instances for
changes, increases or decreases which the Registration Statement and the
Prospectuses disclose have occurred or may occur or which are otherwise
immaterial to the Company and its Subsidiaries considered as one enterprise; and
(iv) in addition to the audit referred to in their opinions and the limited
procedures referred to in clause (iii) above, they have carried out certain
specified procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information which are included in the
Registration Statement and Prospectuses and which are specified by the Lead
Managers, and have found such amounts, percentages and financial information to
be in agreement with the relevant accounting, financial and other records of the
Company identified in such letter.  Such letter shall also include such
statements regarding pro forma financial information as the U.S. Representatives
shall reasonably request.

(e)  At the Closing Time, the Lead Managers shall have received from KPMG
Peat Marwick L.L.P., a letter, dated as of the Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to subsection
(d) of this Section, except that the specified date referred to shall be a date
not more than five days prior to the Closing Time and, to the further effect
that they have each carried out procedures as specified in clause (iv) of
subsection (d) of this Section with respect to certain amounts, percentages and
financial information specified by the Lead Managers and have found such
amounts, percentages and financial information to be in agreement with the
records specified in such clause (iv).

(f)  At the Closing Time and at the Date of Delivery, the International
Securities shall have been approved for listing on the NYSE, subject only to
official notice of issuance.

(g)  The NASD shall not have raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements.

(h)  At the Closing Time, the Reorganization Transactions shall have been
consummated substantially as described in the Prospectuses.

21

(i)  At the Closing Time and at the Date of Delivery, if any, counsel for
the International Managers shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them to pass
upon the issuance and sale of the International Securities as herein
contemplated and related proceedings, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Offered Securities as herein
contemplated shall be satisfactory in form and substance to the Lead Managers
and counsel for the International Managers.

(j)  In the event that the International Managers exercise their option
provided in Section 2(b) hereof to purchase all or any portion of the
International Option Securities, the representations and warranties of the
Company contained herein and the statements in any certificates furnished by the
Company hereunder shall be true and correct as of the Date of Delivery and, at
the Date of Delivery, the Lead Managers shall have received:

(i)  A certificate, dated such Date of Delivery, of the chairman and chief
executive officer of the Company and of the chief financial officer of the
Company, confirming that the respective certificate delivered at the
Closing Time pursuant to Section 5(c) hereof remains true and correct as of
such Date of Delivery.

(ii) The favorable opinion of Shearman & Sterling, counsel for the Company,
in form and substance satisfactory to counsel for the International
Managers, dated such Date of Delivery, relating to the International Option
Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section 5(b)(i) hereof.

(iii)     The favorable opinion of Skadden, Arps, Slate, Meagher & Flom,
counsel for the International Managers, dated such Date of Delivery,
relating to the International Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the opinion required
by Section 5(b)(ii) hereof.

(iv) A letter from KPMG Peat Marwick LLP, in form and substance
satisfactory to the Lead Managers and dated such Date of Delivery,
substantially the same in form and substance as the letters furnished to
the Lead Managers pursuant to Section 5(e) hereof, except that the
"specified date" in the letter furnished pursuant to this Section 5(i)(iv)
shall be a date not more than five days prior to such Date of Delivery.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Lead Managers by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party to
any other party except as provided in Section 4 hereof.

22

Section 6.  INDEMNIFICATION.  (a)  The Company and each of the
Principal Stockholders severally agrees as to himself or itself to indemnify and
hold harmless each International Manager and each person, if any, who controls
any International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

(i)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; PROVIDED THAT (subject to Section
6(d) below) any such settlement is effected with the written consent of the
Company and such Principal Stockholder;

(iii)  against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above; and

(iv)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the prospectus wrapper
material prepared by or with the consent of the Company for distribution in
foreign jurisdictions in connection with the Reserve Share Program attached
to the Prospectuses or any preliminary prospectus or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, when considered in
conjunction with the Prospectuses or such preliminary prospectus, not
misleading;

23

PROVIDED, HOWEVER, that such indemnity of each Principal Stockholder shall (x)
be with reference to information relating to such Principal Stockholder
furnished to the Company in writing by such Principal Stockholder expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectuses
or any amendments or supplements thereto or (y) arise out of any material breach
or alleged material breach of any representation, warranty, covenant or
agreement of such Principal Stockholder contained in this Agreement and
PROVIDED, FURTHER, that (x) each Principal Stockholder's aggregate liability
under this Section 6 and for any breach of the representations and warranties of
such Principal Stockholder set forth in Section 1(b)(ii) of this Agreement
(together with any liability of such Principal Stockholder under Section 6 of
the U.S. Purchase Agreement or for any breach of the representations and
warranties set forth in Section 1(b)(ii) of the U.S. Purchase Agreement) shall
be limited to an amount equal to the aggregate amount of undistributed earnings
previously allocated, represented by promissory notes previously distributed and
to be subsequently paid out of the proceeds of the offerings, to such Principal
Stockholder; (y) the foregoing indemnity agreement by the Company or such
Principal Stockholder does not apply to any loss, liability, claim, damage or
expense to the extent arising out of an untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by any International Manager
through you expressly for use in the Registration Statement (or any amendment
thereto, including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary international prospectus or the International
Prospectus (or any amendment or supplement thereto) and (z) if the Company has
complied with its obligations under Section 3(e) hereof, the foregoing indemnity
agreement with respect to any preliminary International prospectus shall not
inure to the benefit of any International Manager from whom the person asserting
any such loss, claim, damage or liability purchased Offered Securities (or any
person who controls such International Manager within the meaning of Section 15
of the 1933 Act) if a copy of the International Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of any Underwriter to such
person, if such is required by law, at or prior to the written confirmation of
the sale of such Offered Securities to such person and if the International
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.

In making a claim for indemnification under this Section 6 (other than
pursuant to clause (a)(iii) of this Section 6) or contribution under Section 7
hereof by the Company or the Principal Stockholders, the indemnified parties may
proceed against either (1) both the Company and the Principal Stockholders
jointly or (2) the Company only, but may not proceed solely against the
Principal Stockholders.  In the event that the indemnified parties are entitled
to seek indemnity or contribution hereunder against any loss, liability, claim,
damage or expense to which this paragraph applies then, as a precondition to any
indemnified party obtaining indemnification or contribution from any of the
Principal Stockholders, the indemnified parties shall first obtain a final
judgment from a trial court that such indemnified parties are entitled to
indemnity or contribution under this Agreement from the Company and

24

the Principal Stockholders with respect to such loss, liability, claim, 
damage or expense (the "Final Judgment") and shall seek to satisfy such Final 
Judgment in full from the Company by making a written demand upon the Company 
for such satisfaction.  Only in the event such Final Judgment shall remain 
unsatisfied in whole or in part 45 days following the date of receipt by the 
Company of such demand shall any indemnified party have the right to take 
action to satisfy such Final Judgment by making demand directly on the 
Principal Stockholders (but only if and to the extent the Company has not 
already satisfied such Final Judgment, whether by settlement, release or 
otherwise).  The indemnified parties may exercise this right to first seek to 
obtain payment from the Company and thereafter obtain payment from the 
Principal Stockholders without regard to the pursuit by any party of its 
rights to the appeal of such Final Judgment.  The indemnified parties shall, 
however, be relieved of their obligation to first obtain a Final Judgment, to 
seek to obtain payment from the Company with respect to such Final Judgment 
or, having sought such payment, to wait such 45 days after failure by the 
Company to immediately satisfy any such Final Judgment if (A) the Company 
files a petition for relief under the United States Bankruptcy Code (the 
"Bankruptcy Code"), (B) an order for relief is entered against the Company in 
an involuntary case under the Bankruptcy Code, (C) the Company makes an 
assignment for the benefit of its creditors, or (D) any court orders or 
approves the appointment of a receiver or custodian for the Company or a 
substantial portion of its assets.  The foregoing provisions of this 
paragraph are not intended to require any indemnified party to obtain a Final 
Judgment against the Company or the Principal Stockholders before obtaining 
reimbursement of expenses pursuant to clause (a)(iii) of this Section 6.  
However, the indemnified parties shall first seek to obtain such 
reimbursement in full from the Company by making a written demand upon the 
Company for such reimbursement. Only in the event such expenses shall remain 
unreimbursed in whole or in part 45 days following the date of receipt by the 
Company of such demand shall any indemnified party have the right to receive 
reimbursement of such expenses from the Principal Stockholders by making 
written demand directly on the Principal Stockholders (but only if and to the 
extent the Company has not already satisfied the demand for reimbursement, 
whether by settlement, release or otherwise).  The indemnified parties shall, 
however, be relieved of their obligation to first seek to obtain such 
reimbursement in full from the Company or, having made written demand 
therefor, to wait such 45 days after failure by the Company to immediately 
reimburse such expenses if (I) the Company files a petition for relief under 
the Bankruptcy Code, (II) an order for relief is entered against the Company 
in an involuntary case under the Bankruptcy Code, (III) the Company makes an 
assignment for the benefit of its creditors, or (IV) any court orders or 
approves the appointment of a receiver or custodian for the Company or a 
substantial portion of its assets.  Notwithstanding anything to the contrary 
contained herein, the provisions of this paragraph shall not apply to any 
claim for indemnity pursuant to clause (a)(ii) (if the indemnified parties 
are entitled to  seek indemnity under such clause (a)(ii) with respect to a 
settlement that has been effected with the written consent of such Principal 
Stockholder but not with the written consent of the Company).

25

(b)  Each International Manager severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the
Principal Stockholders against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the International
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
International Manager through the Lead Managers expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the International Prospectus (or any amendment or supplement thereto).

(c)  Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder or which it may have otherwise than on account of this indemnity
agreement.  In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company.  An indemnifying party may
participate at its own expense in the defense of any such actions; PROVIDED,
HOWEVER, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party.  In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.  No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45

26

days after receipt by such indemnifying party of the aforesaid request 
(provided that in the case of a request to the Principal Stockholders, the 
requirement to wait 45 days after making a demand for reimbursement for 
expenses from the Company shall have been satisfied or is not applicable 
pursuant to the terms of Section 6(a)), (ii) such indemnifying party shall 
have received notice of the terms of such settlement at least 30 days prior 
to such settlement being entered into and (iii) such indemnifying party shall 
not have reimbursed such indemnified party in accordance with such request 
prior to the date of such settlement.

(e)  The provisions of this Section 6 and Section 7 hereof shall not affect
any agreement among the Company and any Principal Stockholder with respect to
indemnification and contribution.

(f)  In connection with the Reserve Share Program, the Company agrees to
indemnify and hold harmless the International Managers from and against any and
all losses, expenses and liabilities incurred by them as a result of (i) the
failure of the designated employees or other persons to pay for and accept
delivery of shares which, immediately following the effectiveness of the
Registration Statement, were subject to a properly confirmed agreement to
purchase and (ii) the violation of any securities laws of foreign jurisdictions
where Offered Securities are offered pursuant to the Reserve Share Program.

Section 7.  CONTRIBUTION.  If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Principal Stockholders, on the one hand, and the International
Managers, on the other hand, from the offering of the Offered Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Principal Stockholders, on the one hand,
and the International Managers, on the other hand, in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Principal
Stockholders, on the one hand, and the International Managers, on the other
hand, in connection with the offering of the Offered Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the Offered Securities pursuant to this
Agreement (before deducting expenses) received by the Company (including any
proceeds transferred to the Principal Stockholders directly or indirectly) and
the total underwriting discount received by the International Managers, in each
case as set forth on the cover of the International Prospectus, or, if Rule 434
is used, the corresponding

27

location on the Term Sheet, bear to the aggregate initial public offering 
price of the Offered Securities as set forth on such cover.

The relative fault of the Company and the Principal Stockholders, on
the one hand, and the International Managers, on the other hand, shall be
determined by reference to, among other things, whether the untrue or allegedly
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, the Principal
Stockholders  or by the International Managers and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company, the Principal Stockholders and the International Managers
agree that it would not be just and equitable if contribution pursuant to this
Section were determined by pro rata allocation (even if the International
Managers were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section.  The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or allegedly untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no International
Manager shall be required to contribute any amount in excess of the amount by
which the total price at which the International Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such International Manager has otherwise been required to pay
by reason of such untrue or allegedly untrue statement or omission or alleged
omission.

Notwithstanding the provisions of this Section 7, the aggregate
liability of each Principal Stockholder under this Section 7 and for any breach
of the representation and warranty of such Principal Stockholder set forth in
Section 1(b)(ii) of this Agreement (together with any liability of such
Principal Stockholder under Section 7 of the U.S. Purchase Agreement or for any
breach of the representation and warranty set forth in Section 1(b)(ii) of the
U.S. Purchase Agreement) shall be limited to an amount equal to the aggregate
amount of undistributed earnings previously allocated, represented by promissory
notes previously distributed and to be subsequently paid out of the proceeds of
the offerings, to such Principal Stockholder.

No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  For purposes of
this Section, each person, if 

28

any, who controls an International Manager within the meaning of Section 15 
of the 1933 Act shall have the same rights to contribution as such 
International Manager, and each director of the Company, each officer of the 
Company who signed the Registration Statement, and each person, if any, who 
controls the Company within the meaning of Section 15 of the 1933 Act shall 
have the same rights to contribution as the Company.

For purposes of this Section, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company. 
The International Managers' respective obligations to contribute pursuant to
this Section are several in proportion to the number of Initial International
Securities set forth opposite their respective names in Schedule A hereto and
not joint.

Section 8.  REPRESENTATIONS, WARRANTIES, AGREEMENTS AND INDEMNITIES TO
SURVIVE DELIVERY.  All representations, warranties, agreements and indemnities
contained in this Agreement, or contained in certificates of officers of the
Company or the Principal Stockholders submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any International Manager or controlling person, or by or on
behalf of the Company or the Principal Stockholders, and shall survive delivery
of the International Securities to the International Manager. 

Section 9.  TERMINATION OF AGREEMENT.  (a)  The Lead Managers may
terminate this Agreement, by notice to the Company, at any time at or prior to
the Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
International Prospectus, any Material Adverse Change, whether or not arising in
the ordinary course of business, or (ii) if there has occurred any material
adverse change in the financial markets in the United States or elsewhere or any
outbreak of hostilities or escalation thereof or other calamity or crisis or any
change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Lead Managers,
impracticable to market the International Securities or to enforce contracts for
the sale of the International Securities, or (iii) if trading in the Common
Stock has been suspended or limited by the Commission or the NYSE, or if trading
generally on the NYSE or in the over-the-counter market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by such exchange or systems or by
order of the Commission, the NASD or any other governmental authority, or (iv)
if a banking moratorium has been declared by either federal, New York or
California authorities.

29

(b)  If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof, and provided further that Sections 1, 6 and 7
shall survive such termination and remain in full force and effect.

Section 10.  DEFAULT BY ONE OR MORE OF THE INTERNATIONAL MANAGERS.  If
one or more of the U.S. Underwriters shall fail at the Closing Time to purchase
the Initial International Securities which it or they are obligated to purchase
under this Agreement (the "Defaulted Securities"), the U.S. Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting International Managers, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Lead Managers shall not have completed such arrangements within such 24-hour
period, then:

(a)  if the number of Defaulted Securities does not exceed 10% of the
Offered Securities, each of the non-defaulting International Managers shall
be obligated, severally and not jointly, to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
International Managers, or

(b)  if the number of Defaulted Securities exceeds 10% of the Offered
Securities, this Agreement shall terminate without liability on the part of
any non-defaulting International Manager.

No action taken pursuant to this Section shall relieve any defaulting
International Manager from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement, either the Lead Managers or the Company shall
have the right to postpone the Closing Time for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
International Prospectus or in any other documents or arrangements.

Section 11.  DEFAULT BY THE COMPANY.  If the Company shall fail at the
Closing Time or at the Date of Delivery to sell and deliver the number of
International Securities which it is obligated to sell hereunder, then the
International Managers may, at their option, by notice from the Lead Managers to
the Company terminate this Agreement without any liability on the part of any
non-defaulting party except as provided in Section 4.

Section 12.  NOTICES.  All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the
International Managers shall be directed to the Lead Managers, c/o Merrill Lynch
& International at 20 Farringdon Road, London 

30

EC1M 3NH, Attention:  Marco Martins; notices to the Company or any Principal 
Stockholder shall be directed to the Company or such Principal Stockholder, 
as the case may be, at Guess ?, Inc., 1444 South Alameda Street, Los Angeles, 
California 90021, Attention: Maurice Marciano.

Section 13.  PARTIES.  This Agreement shall inure to the benefit of
and be binding upon the U.S. Underwriters, the Principal Stockholders and the
Company and their respective successors.  Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the International Managers, the Principal Stockholders
and the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.  This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the International Managers, the Principal Stockholders and
the Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation.  No purchaser of International
Securities from any International Manager shall be deemed to be a successor by
reason merely of such purchase.

Section 14.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.  Except as otherwise set
forth herein, specified times of the day refer to New York City time.

Section 15.  PRINCIPAL STOCKHOLDERS.  Each of the Maurice Marciano
Trust (1995 Restatement) and Maurice Marciano (collectively, the "Maurice
Marciano Parties"), the Paul Marciano Trust Under Trust Dated February 20, 1986
and Paul Marciano (collectively, the "Paul Marciano Parties") and the Armand
Marciano Trust Under Trust Dated February 20, 1986 and Armand Marciano
(collectively, the "Armand Marciano Parties") agrees that the representations
and warranties, indemnities and agreements of the Maurice Marciano Trust (1995
Restatement), the Paul Marciano Trust under Trust Dated February 20, 1986 or the
Armand Marciano Trust Under Trust Dated February 20, 1986 set forth in this
Agreement  shall be deemed to have been given or made (subject to any
limitations specifically set forth herein), jointly and severally, by each of
the Maurice Marciano Parties, the Paul Marciano Parties or the Armand Marciano
Parties, respectively.

31

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the International Managers, the Principal Stockholders and the Company in
accordance with its terms.

Very truly yours,

GUESS ?, INC.

By: _________________________________
Name:
Title:

PRINCIPAL STOCKHOLDERS

Maurice Marciano              THE MAURICE MARCIANO TRUST
(1995 RESTATEMENT) 

_________________________          By:__________________________________
Maurice Marciano, as Trustee

Paul Marciano                 THE PAUL MARCIANO TRUST UNDER
TRUST DATED FEBRUARY 20, 1986

_________________________          By:__________________________________
Paul Marciano, as Trustee

Armand Marciano               THE ARMAND MARCIANO TRUST UNDER
TRUST DATED FEBRUARY 20, 1986

_________________________          By:___________________________________
Armand Marciano, as Trustee

32

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH, INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By: Merrill Lynch International

By__________________________________
Authorized Signatory

For each of themselves and as Lead Managers of the other
International Managers named in Schedule A hereto.

33

SCHEDULE A

Number of Initial             
International Securities      Total Number of
to be Purchased from          Initial International Securities
Name of International Manager          the Company                   to be Purchased
- -----------------------------          ------------------------      --------------------------------

Merrill Lynch International

Morgan Stanley & Co. International
Limited

-------------

Total    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,840,000
-------------

Sch A-1

SCHEDULE B

Number of Initial          Number of Option      Maximum Number
International              U.S. Securities       of U.S. Securities
Securities to be Sold      to be Sold            to be Sold
---------------------      ----------------      -------------------

Guess ?, Inc.                 1,840,000                  276,000               2,116,000

------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sch B-1

SCHEDULE C

1,840,000 Shares

GUESS ?, INC.

(a Delaware corporation)

Common Stock

(Par Value $.01 Per Share)

1.   The initial public offering price per share for the
International Securities, determined as provided in Section 2 of the
International Purchase Agreement shall be $       .

2.   The purchase price per share for the International
Securities to be paid by the several International Managers shall be
$      , being an amount equal to the initial public offering price set
forth above less $       per share; PROVIDED THAT the purchase price per
share for any International Option Securities (as defined in the
International Purchase Agreement) purchased upon exercise of the over-
allotment option described in Section 2(b) of the International Purchase
Agreement shall be reduced by an amount per share equal to any dividends
declared by the Company and payable on the Initial U.S. Securities (as
defined in the International Purchase Agreement) but not payable on the
International Option Securities.

1

EXHIBIT A
EQUITY INVESTMENTS
(as of Pricing Date)

Entity                                                 Percentage Interest
- ------                                                 -------------------
Guess Europe, B.V.                                          100%
Guess Italia  S.r.l.                                        100%
Ranche Limited                                             [100%]
[New Times Guess, Ltd]                                       50%

1

EXHIBIT B
EQUITY INVESTMENTS
(as of S Termination Date)

Entity                                                      Percentage Interest
- ------                                                      -------------------
1

EXHIBIT C

FORM OF OPINION OF
COUNSEL TO THE COMPANY

[Form to be prepared by Company counsel to the following effect and 
to be attached as Exhibit C]

a.   The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

b.   The Company has the corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration
Statement and to enter into and perform its obligations under this
Agreement.

c.   The Company is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in each jurisdiction set forth
on Exhibit A hereto.

d.   The authorized, issued and outstanding capital stock of the Company is as
set forth in the International Prospectus in the column entitled "Actual"
under the caption "Capitalization"; and none of the outstanding shares of
capital stock of the Company was issued in violation of preemptive rights
of any stockholder of the Company arising by operation of law, under the
charter or bylaws of the Company or, to such counsel's knowledge, under any
agreement to which the Company is a party.

e.   All of the outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable. 
The Offered Securities have been duly authorized for issuance and sale to
the International Managers pursuant to this Agreement and, when issued and
delivered by the Company pursuant to this Agreement against payment of the
consideration required pursuant to this Agreement, will be validly issued
and fully paid and nonassessable.

f.   The issuance of the Offered Securities was not subject, at the date of
issue, to statutory preemptive or other similar rights arising by operation
of law, under the charter or bylaws of the Company or, to the best of their
knowledge, otherwise.

g.   This Agreement and the U.S. Purchase Agreement have been duly authorized,
executed and delivered by the Principal Stockholders.

h.   This Agreement and the U.S. Purchase Agreement have been duly authorized,
executed and delivered by the Company.

2

i.   The Registration Statement, including any Rule 462(b) Registration
Statement, was declared effective under the 1933 Act; any required filing
of the International Prospectus pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); and, to the
best of their knowledge and information, no stop order suspending the
effectiveness of the Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by the Commission.

j.   The Registration Statement, including any Rule 462(b) Registration
Statement, the Rule 430A Information and the Rule 434 Information, as
applicable, the Prospectuses, and each amendment or supplement to the
Registration Statement and Prospectuses, as of their respective effective
or issue dates (other than the financial statements, notes thereto other
financial information and supporting schedules included therein, as to
which no opinion need be rendered) complied as to form in all material
respects with the requirements of the 1933 Act and the 1933 Act
Regulations.

[k.  To the best of their knowledge, there is no pending or threatened action,
suit, proceeding, inquiry or investigation to which the Company is a party,
or to which the property of the Company is subject, before or brought by
any court or governmental agency or body, which could, singly or in the
aggregate, reasonably be expected to result in a Material Adverse Effect or
which could, singly or in the aggregate, reasonably be expected to
materially and adversely affect the properties or assets thereof or the
consummation of this Agreement or the performance of the Company's
obligations hereunder or the transactions contemplated by the Registration
Statement.]

l.   The Common Stock conforms to the description thereof contained in the
Prospectuses under the caption "Description of Capital Stock" and the
information in the Prospectuses under the captions "Shares Eligible for
Future Sale" "Description of Capital Stock," "Certain United States Federal
Tax Consequences to Non-United States Holders" and in the Registration
Statement under Items 14 and 15, to the extent that it constitutes matters
of law or legal proceedings or legal conclusions, has been reviewed by them
and fairly present the information disclosed therein in all material
respects.

m.   Such counsel does not know of any pending or threatened legal or
governmental proceedings, required to be described in the Prospectuses that
are not described as required, nor of any contracts or documents of a
character required to be described or referred to in the Registration
Statement or the Prospectuses or to be filed as exhibits to the
Registration Statement that are not described, referred to or filed as
required.

n.   No consent, approval, authorization or order of any court or governmental
agency or body is required for the issue sale and delivery of the Offered
Securities or the performance by the Company of its obligations under the
Purchase Agreements, except such consents, approvals, authorizations,
registrations or qualifications as have been obtained under the Securities
Act or under the rules of the National Association of 

3

Securities Dealers, Inc. or as may be required under state securities or 
Blue Sky laws in connection with the purchase and distribution of the 
Offered Securities by the Underwriters and as may be required under 
foreign law in connection with the purchase and distribution of the 
Offered Securities by the International Managers.

o.   The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein and in the
Registration Statement and compliance by the Company with its obligations
hereunder and thereunder will not conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant
to the agreements or instruments set forth on Exhibit B hereto, nor will
such action result in any violation of the provisions of the charter or
bylaws of the Company, or any applicable law (applicable law for this
purpose shall be limited to those United States, California and Delaware
statutes, laws or regulations currently in effect which, in such counsel's
experience, are normally applicable to transactions of the type
contemplated by this Agreement).

p.   This Agreement has been duly executed and delivered by the Principal
Stockholders.  To the best of such counsel's knowledge, the execution and
delivery of this Agreement by the Principal Stockholders and the sale and
delivery of the Offered Securities to be sold by the Principal Stockholders
do not and will not conflict with, or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Principal Stockholders under any contract, indenture,
mortgage, loan, credit or factoring agreement, note, lease or other
agreement or instrument set forth on Exhibit C hereto or any existing
applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign,
having jurisdiction over the Principal Stockholders or any of the Principal
Stockholders' properties.

In addition, such opinion shall contain a statement substantially to the
following effect:

"We have not verified, and are not passing upon and do not assume any
responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or Prospectuses,
other than those mentioned in subparagraph (l) above.  We have,
however, generally reviewed and discussed such statements with certain
officers of the Guess Companies, its auditors and your
representatives.  In the course of this review and discussion, no
facts have come to our attention that lead us to believe that (i) the
Registration Statement (except for the financial statements, notes
thereto and other financial information and schedules included therein
or omitted therefrom, as to which we have not been requested to
comment), at the time the Registration Statement became effective,
contained any untrue statement of a material fact or

4

omitted to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or (ii) the 
Prospectuses (except for the financial statements, notes thereto and 
other financial information included therein or omitted therefrom, as 
to which we have not been requested to comment), at the time the 
Prospectuses were issued or on the date hereof, contained any untrue 
statement of a material fact or omitted to state a material fact 
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) if 
the Company has elected to rely upon Rule 434, the Prospectuses are 
"materially different," as such term is used in Rule 434, from the 
prospectuses included in the original Registration Statement at the 
time it became effective, except that such counsel may state that it 
expresses no opinion or belief with respect to the financial 
statements, schedules and other financial information included in or 
excluded from the Registration Statement, as amended, or the 
Prospectuses, as amended or supplemented."

5

EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

GUESS ?, INC.

Guess ?, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

1.   The name of the corporation is Guess ?, Inc.  Guess ?, Inc. was
originally incorporated under the name Alameda Holdings, Inc., and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on August 3, 1993.  A Restated
Certificate of Incorporation of the corporation was filed on November 12,
1993.

2.   This Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation of this corporation and was duly adopted by the written
consent of the stockholders of the Corporation in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of
the State of Delaware.

3.   The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended
to read in its entirety as follows:

"ARTICLE I

NAME

SECTION 1.1.  NAME.  The name of the Corporation is Guess ?, Inc. (hereinafter,
the "CORPORATION").

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT; LOCATION OF MEETINGS
AND CORPORATE BOOKS AND RECORDS

SECTION 2.1.  OFFICE AND AGENT.  The address of the registered office
of the Corporation in the State of Delaware is 1209 Orange Street, in the City
of Wilmington,

County of New Castle.  The name of its registered agent at that address is The
Corporation Trust Company.

SECTION 2.2.  MEETINGS; BOOKS AND RECORDS.  Meetings of stockholders
may be held outside of the State of Delaware.  The books of the Corporation may
be kept outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the
Corporation.

ARTICLE III

CORPORATE PURPOSES AND EXISTENCE

SECTION 3.1.  CORPORATE PURPOSES AND EXISTENCE.  The purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware as
set forth in Title 8 of the Delaware Code.  The Corporation is to have perpetual
existence.

ARTICLE IV

CAPITALIZATION

SECTION 4.1.  AUTHORIZED CAPITAL.  The total number of shares of
capital stock that the Corporation shall have the authority to issue is:

(a)  150,000,000 shares of common stock, par value $.01 per share (the
"COMMON STOCK"); and

(b)  10,000,000 shares of preferred stock, par value $.01 per share
(the "PREFERRED STOCK").

SECTION 4.2.  STOCK SPLIT.  Each share of common stock, par value $.01
per share, of the Corporation issued and outstanding, or retained in treasury,
as of the opening of business on the day on which this Restated Certificate of
Incorporation is filed with the Secretary of State of the State of Delaware,
shall be converted into 32.664669 shares of Common Stock without further action
by the Corporation or any stockholder thereof.  No fractional shares shall be
issued upon such conversion and if any stockholder of the Corporation shall be
entitled to less than one full share of Common Stock, such stockholder shall be
paid cash in lieu of such fractional share equal to the fair value of such
fractional share at the time of such conversion.

SECTION 4.3.  ISSUANCE.  The shares of stock of the Corporation may be
issued by the Corporation from time to time for such consideration as from time
to time may

2

be fixed by the Board of Directors of the Corporation; and all issued shares of
the Corporation shall be deemed fully paid and non-assessable.

SECTION 4.4.  COMMON STOCK.  (a)  IDENTICAL RIGHTS AND PRIVILEGES; NO
PREEMPTIVE RIGHTS.  All outstanding shares of Common Stock shall be identical
and shall entitle the holders thereof to the same rights and privileges.  The
holders of shares of Common Stock shall have no preemptive or preferential
rights of subscription to any shares of any class of capital stock of the
Corporation.

(b)  DIVIDENDS AND DISTRIBUTIONS.  When, as and if dividends or
distributions are declared on outstanding shares of Common Stock, whether
payable in cash, in property or in securities of the Corporation, the holders of
outstanding shares of Common Stock shall be entitled to share equally, share for
share, in such dividends and distributions.

(c)  LIQUIDATION.  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of outstanding
shares of Common Stock shall be entitled to share equally, share for share, in
the assets of the Corporation to be distributed among the holders of shares of
the Common Stock.

(d)  VOTING RIGHTS.  (i)  IN GENERAL.  The holders of outstanding
shares of Common Stock shall have the right to vote on the election and removal
of the directors of the Corporation and on all other matters to be voted on by
the shareholders of the Corporation.

(ii)  PROCEDURES AT MEETINGS.  At every meeting with respect to
matters on which the holders of outstanding shares of Common Stock are entitled
to vote, the holders of outstanding shares of Common Stock shall be entitled to
one vote per share.

SECTION 4.5.  PREFERRED STOCK.  Shares of the preferred stock of the
Corporation may be issued from time to time in one or more classes or series,
each of which class or series shall have such distinctive designation or title
as shall be fixed by the Board of Directors of the Corporation prior to the
issuance of any shares thereof.  Each such class or series of preferred stock
shall have such voting powers, full or limited, or no voting powers, and such
other relative, participating, optional or other rights, preferences, privileges
and restrictions, including the voting rights, redemption provisions (including
sinking fund provisions), dividend rights, dividend rates, liquidation
preferences and conversion rights, and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issuance of such class or series of preferred stock as may be
adopted from time to time by the Board of Directors prior to the issuance of any
shares thereof pursuant to the authority hereby expressly vested in it, all in
accordance with the laws of the State of Delaware.  Any action by the Board of
Directors under this Section 4.5 shall require the affirmative vote of a
majority of the members of the Board of Directors then in office.

3

ARTICLE V

INDEMNIFICATION

SECTION 5.1.  INDEMNIFICATION.  (a)  The Corporation shall 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 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, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person seeking indemnification did not act in good faith
and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.

(b)  The Corporation shall 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 he 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,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of 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 of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

(c)  To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Section 5.1, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

4

(d)  Any indemnification under subsections (a) and (b) of this Section
5.1 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such subsections (a) and
(b).  Such determination shall be made (i) by a majority vote of directors who
are not parties to such action, suit or proceeding even though less than a
quorum, or (ii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders
of the Corporation.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation authorized in this Article V.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors of the Corporation deems
appropriate.

(f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

(g)  The Corporation may purchase and maintain insurance on behalf of
any person who 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, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Section 145 of the General Corporation
Law.

(h)  For purposes of this Article V, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article V with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

5

(i)  For purposes of this Article V, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article V.

(j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

(k)  No amendment or repeal of this Article V shall apply to or have
any effect upon any right to indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.

ARTICLE VI

INTERESTED TRANSACTIONS

SECTION 6.1.  INTERESTED TRANSACTIONS.  No contract or other
transaction between the Corporation and any person, firm, association or
corporation and no act of the Corporation shall, in the absence of fraud, be
invalidated or in any way affected by the fact that any of the Directors of the
Corporation are pecuniarily or otherwise interested, directly or indirectly, in
such contract, transaction or act, or are related to or interested in, as a
director, stockholder, officer, employee, member or otherwise, such person,
firm, association or corporation.  Any Director so interested or related who is
present at any meeting of the Board of Directors or committee or directors at
which action on any such contract, transaction or act is taken may be counted in
determining the presence of a quorum at such meeting and may vote thereat with
respect to such contract, transaction or act with like force and effect as if he
was not so interested or related.  No Director so interested or related shall,
because of such interest or relationship, be disqualified from holding his
office or be liable to the Corporation or any stockholder or creditor thereof
for any loss incurred by the Corporation under or by reason of such contract,
transaction or act, or be accountable for any gains or profits he may have
realized therein.

6

ARTICLE VII

LIABILITY OF A DIRECTOR

SECTION 7.1.  LIABILITY OF A DIRECTOR.  (a)  A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived any improper personal benefit.

(b)  Any repeal or modification of this Article VII shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

ARTICLE VIII

MANAGEMENT OF THE AFFAIRS OF THE CORPORATION

SECTION 8.1.  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION.  (a)  The
business and affairs of the Corporation shall be managed by its Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts and things that are not conferred upon or reserved to the
stockholders by law, by this Restated Certificate of Incorporation or by the
Bylaws of the Corporation (the "BYLAWS").

(b)  The following provisions are inserted for the limitation and
regulation of the powers of the Corporation and of its directors and
stockholders:

(i)  The Board of Directors shall have the power to make, alter,
amend, change or repeal the Bylaws by the affirmative vote of a majority of
the members of the Board of Directors then in office.  In addition, the
Bylaws may be made, altered, amended, changed or repealed by the
stockholders of the Corporation upon the affirmative vote of the holders of
at least 66-2/3% of the outstanding capital stock entitled to vote thereon.

(ii)  The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the Bylaws of the
Corporation.  The directors shall be divided into three classes, designated
Class I, Class II and Class III.  Each class shall consist, as nearly as
may be possible, of one-third of the total number of directors constituting
the entire Board of Directors.  The term of the initial Class I directors
shall terminate on the date of the 1997 annual meeting of stockholders; the
term of the initial Class II directors shall terminate on the date of the
1998 annual

7

meeting of stockholders; and the term of the initial Class III directors
shall terminate on the date of the 1999 annual meeting of stockholders.  At
each annual meeting of stockholders beginning in 1997, successors to the
class of directors whose term expires at that annual meeting shall be
elected for a three year term.  If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible,
but in no case will a decrease in the number of directors shorten the term
of any incumbent director.  A director shall hold office until the annual
meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

The term of a director elected to fill a newly created directorship or
other vacancy shall expire at the same time as the terms of the other
directors of the class for which the new directorship is created or in
which the vacancy occurred.  Any vacancy on the Board of Directors that
results from an increase in the number of directors and any other vacancy
occurring on the Board of Directors, howsoever resulting, may be filled by
a majority of the directors then in office, even if less than a quorum, or
by a sole remaining director.  Any director so elected by the Board of
Directors to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.

Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the terms of this Restated Certificate of Incorporation or the
resolution or resolutions adopted by the Board of Directors pursuant to
Section 4.5 applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this clause (b) of Article VIII unless
expressly provided by such terms.

(iii)  Subject to the rights, if any, of the holders of shares of
preferred stock then outstanding, any or all of the directors of the
Corporation may be removed from office at any time by the stockholders of
the Corporation, but only for cause and only by the affirmative vote of the
holders of a majority of the outstanding shares of the Corporation then
entitled to vote generally in the election of directors, considered for
purposes of this paragraph as one class.

(iv)  Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken only upon the vote of the
stockholders at an annual or special meeting duly noticed and called, as
provided herein and in the Bylaws of the Corporation, and may not be taken
by a written consent of the stockholders pursuant to the General
Corporation Law of the State of Delaware.

8

(v)  Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board
of Directors, the Chief Executive Officer or the President of the
Corporation.  Special meetings of the stockholders of the Corporation may
not be called by any other person or persons.

(vi)  The Board of Directors shall have the exclusive authority and
power to determine whether and to what extent, and at what times and
places, and under what conditions and regulations, the accounts and books
of the Corporation, or any of them, shall be open to inspection of
stockholders; and no stockholder shall have any right to inspect any
account, book or document of the Corporation except as conferred by
applicable law or authorized by the Bylaws or by the Board of Directors.

The Corporation may in its Bylaws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE IX

AMENDMENTS

SECTION 9.1.  AMENDMENTS.  Notwithstanding anything contained in this
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of Common Stock shall
be required to amend or repeal, or adopt any provision inconsistent with, clause
(b) of Article VIII or this Article IX of this Restated Certificate of
Incorporation.

ARTICLE X

PRIVATE PROPERTY

SECTION 10.1.  PRIVATE PROPERTY.  The private property of the
stockholders of the Corporation shall not be subject to the payment of corporate
debts to any extent whatsoever."

This Restated Certificate of Incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

9

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed under the seal of the Corporation this _________ day of July, 1996.

GUESS ?, INC.

By:
--------------------------------------------
Name:   Maurice Marciano
Title:  Chairman and Chief Executive Officer

ATTEST:

By:
----------------------------------------------
Name:   Armand Marciano
Title:  Secretary

10

EXHIBIT 3.2

Adopted July __, 1996

- -------------------------------------------------------------------------------

BYLAWS

OF

GUESS ?, INC.

- -------------------------------------------------------------------------------

TABLE OF CONTENTS

SECTION                                                                     PAGE

ARTICLE I

OFFICES

1.01.  Registered Office. . . . . . . . . . . . . . . . . . . . . . . .   1
1.02.  Other Offices. . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.01.  Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . .   1
2.02.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . . .   1
2.03.  Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . .   2
2.04.  Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . .   2
2.05.  Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . .   2
2.06.  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
2.07.  Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
2.08.  Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
2.09.  Advance Notice of Business to be Transacted at Stockholder 
Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

ARTICLE III

BOARD OF DIRECTORS

3.01.  General Powers . . . . . . . . . . . . . . . . . . . . . . . . .   5
3.02.  Number and Term of Office. . . . . . . . . . . . . . . . . . . .   5
3.04.  Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . .   6
3.05.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
3.06.  Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
3.07.  Committees of the Board. . . . . . . . . . . . . . . . . . . . .   8
3.08.  Directors' Consent in Lieu of Meeting. . . . . . . . . . . . . .   9
3.09.  Action by Means of Telephone or Similar Communications 
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
3.10.  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .   9

(i)

SECTION                                                                     PAGE

ARTICLE IV

OFFICERS

4.01.  Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
4.02.  Authority and Duties . . . . . . . . . . . . . . . . . . . . . .  10
4.03.  Term of Office, Resignation and Removal. . . . . . . . . . . . .  10
4.04.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
4.05.  The Chairman . . . . . . . . . . . . . . . . . . . . . . . . . .  10
4.06.  The Chief Executive Officer. . . . . . . . . . . . . . . . . . .  10
4.07.  The President. . . . . . . . . . . . . . . . . . . . . . . . . .  11
4.08.  The Chief Operating Officer. . . . . . . . . . . . . . . . . . .  11
4.09.  Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . .  11
4.10.  The Secretary. . . . . . . . . . . . . . . . . . . . . . . . . .  11
4.11.  Assistant Secretaries. . . . . . . . . . . . . . . . . . . . . .  12
4.12.  The Chief Financial Officer. . . . . . . . . . . . . . . . . . .  12
4.13.  Assistant Financial Officers . . . . . . . . . . . . . . . . . .  12

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, AND PROXIES

5.01.  Execution of Documents . . . . . . . . . . . . . . . . . . . . .  12

ARTICLE VI

SHARES AND TRANSFERS OF SHARES

6.01.  Certificates Evidencing Shares . . . . . . . . . . . . . . . . .  13
6.02.  Stock Ledger . . . . . . . . . . . . . . . . . . . . . . . . . .  13
6.03.  Transfers of Shares. . . . . . . . . . . . . . . . . . . . . . .  14
6.04.  Addresses of Stockholders. . . . . . . . . . . . . . . . . . . .  14
6.05.  Lost, Destroyed and Mutilated Certificates . . . . . . . . . . .  14
6.06.  Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
6.07.  Fixing Date for Determination of Stockholders of Record. . . . .  14

ARTICLE VII

SEAL

7.01.  Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

(ii)

SECTION                                                                     PAGE

ARTICLE VIII

FISCAL YEAR

8.01.  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE IX

INDEMNIFICATION AND INSURANCE

9.01.  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .  15
9.02.  Insurance for Indemnification. . . . . . . . . . . . . . . . . .  17

ARTICLE X

AMENDMENTS

10.01.  Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . .  18

(iii)

Adopted July __, 1996

BYLAWS

OF

GUESS ?, INC.

ARTICLE I

OFFICES

SECTION 1.01.  REGISTERED OFFICE.  The registered office of Guess ?,
Inc. (the "CORPORATION") in the State of Delaware shall be at the principal
office of The Corporation Trust Company in the City of Wilmington, County of New
Castle, and the registered agent in charge thereof shall be The Corporation
Trust Company.

SECTION 1.02.  OTHER OFFICES.  The Corporation may also have an office
or offices at any other place or places within or without the State of Delaware
as the Board of Directors of the Corporation (the "BOARD") may from time to time
determine or the business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01.  ANNUAL MEETINGS.  The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation ("DIRECTORS"),
and for the transaction of such other business as may properly come before such
meeting, shall be held at such place, date and time as shall be fixed by the
Board and designated in the notice or waiver of notice of such annual meeting.

SECTION 2.02.  SPECIAL MEETINGS.  Special meetings of stockholders for
any purpose or purposes may be called by the Chairman of the Board (the
"CHAIRMAN"), the Chief Executive Officer of the Corporation (the "CHIEF
EXECUTIVE OFFICER") or the President of the Corporation (the "PRESIDENT"), to be
held at such place, date and time as shall be designated in the notice or waiver
of notice thereof.

Only such business as is stated in the written notice of a special
meeting may be acted upon thereat.

SECTION 2.03.  NOTICE OF MEETINGS.  (a)  Except as otherwise provided
by law, written notice of each annual or special meeting of stockholders stating
the place, date and time of such meeting and, in the case of a special meeting,
the purpose or purposes for which such meeting is to be held, shall be given
personally or by first-class mail (airmail in the case of international
communications) to each stockholder entitled to vote thereat, not less than 10
nor more than 60 days before the date of such meeting.  If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the Corporation.  If, prior to the time of mailing, the
Secretary shall have received from any stockholder a written request that
notices intended for such stockholder are to be mailed to some address other
than the address that appears on the records of the Corporation, notices
intended for such stockholder shall be mailed to the address designated in such
request.

(b)  Notice of a special meeting of stockholders may be given by the
person or persons calling the meeting, or, upon the written request of such
person or persons, such notice shall be given by the Secretary of the
Corporation (the "SECRETARY") or any Assistant Secretary on behalf of such
person or persons.  If the person or persons calling a special meeting of
stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary.  Each request to the Secretary for the giving of
notice of a special meeting of stockholders shall state the purpose or purposes
of such meeting.

SECTION 2.04.  WAIVER OF NOTICE.  Notice of any annual or special
meeting of stockholders need not be given to any stockholder who files a written
waiver of notice with the Secretary, signed by the person entitled to notice,
whether before or after such meeting.  Neither the business to be transacted at,
nor the purpose of, any meeting of stockholders need be specified in any written
waiver of notice thereof.  Attendance of a stockholder at a meeting, in person
or by proxy, shall constitute a waiver of notice of such meeting, except when
such stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

SECTION 2.05.  ADJOURNMENTS.  Whenever a meeting of stockholders,
annual or special, is adjourned to another date, time or place, notice need not
be given of the adjourned meeting if the date, time and place thereof are
announced at the meeting at which the adjournment is taken.  If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder entitled to vote thereat.  At the adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

When any meeting is convened the presiding officer, if directed by the
Board, may adjourn the meeting if (a) no quorum is present for the transaction
of business, or (b) the Board determines that adjournment is necessary or
appropriate to enable the stockholders 

2

(i) to consider fully information which the Board determines has not been made
sufficiently or timely available to stockholders or (ii) otherwise to exercise
effectively their voting rights.

SECTION 2.06.  QUORUM.  Except as otherwise provided by law or the
Certificate of Incorporation of the Corporation as in effect from time to time
(the "CERTIFICATE OF INCORPORATION"), whenever a class of stock of the
Corporation is entitled to vote as a separate class, or whenever classes of
stock of the Corporation are entitled to vote together as a single class, on any
matter brought before any meeting of stockholders, whether annual or special,
holders of shares entitled to cast a majority of the votes entitled to be cast
by all the holders of the shares of stock of such class voting as a separate
class, or classes voting together as a single class, as the case may be,
outstanding and entitled to vote thereat, present in person or by proxy, shall
constitute a quorum at any such meeting of stockholders.  If, however, such
quorum shall not be present in person or by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 2.05 hereof until a quorum shall be
present in person or by proxy.

SECTION 2.07.  VOTING.  Except as otherwise provided by law or the
Certificate of Incorporation or these Bylaws, when a quorum is present with
respect to any matter brought before any meeting of the stockholders, the vote
of the holders of shares entitled to cast a majority of the votes entitled to be
cast by all the holders of the shares constituting such quorum shall decide any
such matter.  Unless otherwise provided in the Certificate of Incorporation,
each stockholder present in person or by proxy at a meeting of the stockholders
shall be entitled to cast one vote for each share of the capital stock entitled
to vote thereat held by such stockholder.

SECTION 2.08.  PROXIES.  Each stockholder entitled to vote at a
meeting of stockholders or to express, in writing, consent to or dissent from
any corporate action without a meeting may authorize another person or persons
to act for such stockholder by proxy.  Such proxy shall be filed with the
Secretary before such meeting of stockholders or such corporate action without a
meeting, at such time as the Board may require.  No proxy shall be voted or
acted upon more than three years from its date, unless the proxy provides for a
longer period.

SECTION 2.09.  ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT
STOCKHOLDER MEETINGS.  No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 2.09
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 2.09.

3

In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; PROVIDED,
HOWEVER, that (i) in the event that the annual meeting is called for a date that
is not within 30 days before or after such anniversary date, or (ii) in the case
of the annual meeting of stockholders held during the 1997 fiscal year of the
Corporation, notice by the stockholder in order to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and record address of such stockholder, (c) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (d) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (e) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2.09, PROVIDED, HOWEVER, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 2.09 shall be deemed to preclude
discussion by any stockholder of any such business.  If the chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

4

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01.  GENERAL POWERS.  The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by stockholders.

SECTION 3.02.  NUMBER AND TERM OF OFFICE.  Subject to the rights, if
any, of holders of preferred stock of the Corporation, the Board shall consist
of not less than three nor more than fifteen members, the exact number of which
shall be fixed from time to time by the Board.  The Board shall, by resolution
passed by a majority of the Board, designate the directors to serve as initial
Class I, Class II and Class III directors upon filing of the Certificate of
Incorporation with the Secretary of State of the State of Delaware.  Except as
provided in Section 3.05 of this Article III, directors shall be elected by a
plurality of the votes cast at annual meetings of stockholders, and each
director so elected shall hold office as provided by Article VIII of the
Certificate of Incorporation.  None of the directors need be stockholders of the
Corporation.

SECTION 3.03.  NOMINATION OF DIRECTORS AND ADVANCE NOTICE THEREOF. 
Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Corporation except as may be
otherwise provided in the Certificate of Incorporation with respect to the right
of holders of preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances.  Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board (or any duly
authorized committee thereof) or (b) by any stockholder of the Corporation
(i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section and on the record date for the determination of
stockholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Section 3.03.

In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of any annual meeting, not less than 60 days nor
more than 90 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; PROVIDED, HOWEVER, that (i) in the event that
the annual meeting is called for a date that is not within 30 days before or
after such anniversary date, or (ii) in the case of the annual meeting of
stockholders held during the 1997 fiscal year of the Corporation, notice by the
stockholder in order to be 

5

timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder.  Each
proposed nominee shall consent in writing to being named as a nominee and to
serve as a director if elected, and such written consent must be submitted with
the stockholder's notice to the Secretary.

No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.03.  If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

SECTION 3.04.  RESIGNATION.  Any Director may resign at any time by
giving written notice to the Board, the Chairman, the Chief Executive Officer,
the President or the Secretary.  Such resignation shall take effect at the time
specified in such notice or, if the time be not specified, upon receipt thereof
by the Board, the Chairman, the Chief Executive Officer, the President or the
Secretary, as the case may be.  Unless otherwise specified therein, acceptance
of such resignation shall not be necessary to make it effective.

6

SECTION 3.05.  VACANCIES.  Vacancies occurring in the Board and newly
created directorships may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.  Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.

SECTION 3.06.  MEETINGS.  (a)  ANNUAL MEETINGS.  As soon as
practicable after each annual election of Directors by the stockholders, the
Board shall meet for the purpose of organization and the transaction of other
business, unless it shall have transacted all such business by written consent
pursuant to Section 3.08 hereof.

(b)  OTHER MEETINGS.  Other meetings of the Board shall be held at
such times as the Board, the Chairman, the Chief Executive Officer, the
President or the Secretary shall from time to time determine.

(c)  NOTICE OF MEETINGS.  The Secretary or any Assistant Secretary
shall give written notice to each Director of each meeting of the Board, which
notice shall state the place, date, time and purpose of such meeting.  Notice of
each such meeting shall be given to each Director, if by mail, addressed to him
at his residence or usual place of business, at least two days before the day on
which such meeting is to be held, or shall be sent to him at such place by
telecopy, telegraph, cable, or other form of recorded communication, or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held.  A written waiver of notice, signed by the
Director entitled to notice, whether before or after the time of the meeting
referred to in such waiver, shall be deemed equivalent to notice.  Neither the
business to be transacted at, nor the purpose of any meeting of the Board need
be specified in any written waiver of notice thereof.  Attendance of a Director
at a meeting of the Board shall constitute a waiver of notice of such meeting,
except as provided by law.

(d)  PLACE OF MEETINGS.  The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board or the Chairman
may from time to time determine, or as shall be designated in the respective
notices or waivers of notice of such meetings.

(e)  QUORUM AND MANNER OF ACTING.  A majority of the total number of
Directors (but not less than two) shall constitute a quorum for the transaction
of business at any meeting of the Board, and the vote of a majority of those
Directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or act of the Board, except as
otherwise expressly required by law, the Certificate of Incorporation or these
Bylaws.  In the absence of a quorum for any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time until a
quorum shall be present.

7

(f)  ORGANIZATION.  At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:

(i)    the Chairman;

(ii)   the Chief Executive Officer or President;

(iii)  any Director chosen by a majority of the Directors
present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

SECTION 3.07.  COMMITTEES OF THE BOARD.  The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more Directors.  The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee.  In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of an alternate member to replace the absent or disqualified
member, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member.  Any committee of the Board, to the extent
provided in the resolution of the Board designating such committee, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; PROVIDED, HOWEVER,
that no such committee shall have such power or authority in reference to
amending the Certificate of Incorporation (except that such a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board as provided in Section 151(a)
of the General Corporation Law of the State of Delaware (the "GENERAL
CORPORATION LAW"), fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes of stock of the Corporation or fix the
number of shares of any series of stock or authorize the increase or decrease of
the shares of any series), adopting an agreement of merger or consolidation
under Section 251, 252, 254, 255, 256, 257, 258, 263, or 264 of the General
Corporation Law, recommending to the stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or the revocation of a
dissolution, or amending these Bylaws; PROVIDED, FURTHER, HOWEVER, that, unless
expressly so provided in the resolution of the Board designating such committee,
no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law.  Each committee
of the Board shall keep 

8

regular minutes of its proceedings and report the same to the Board when so
requested by the Board.

SECTION 3.08.  DIRECTORS' CONSENT IN LIEU OF MEETING.  Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all the members of the Board or such committee and such
consent is filed with the minutes of the proceedings of the Board or such
committee.

SECTION 3.09.  ACTION BY MEANS OF TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT.  Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

SECTION 3.10.  COMPENSATION.  Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
Directors.  In addition, as determined by the Board, Directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as Directors.  No such compensation or reimbursement shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

OFFICERS

SECTION 4.01.  OFFICERS.  The officers of the Corporation shall be the
Chairman, the President, the Chief Executive Officer, the Chief Operating
Officer, the Secretary and the Chief Financial Officer and may include one or
more Vice Presidents (which may include Senior Vice Presidents, Executive Vice
Presidents and Senior Executive Vice Presidents) and one or more Assistant
Secretaries and one or more Assistant Financial Officers.  Any two or more
offices may be held by the same person.

SECTION 4.02.  AUTHORITY AND DUTIES.  All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the Corporation as may be provided in these Bylaws
or, to the extent not so provided, by resolution of the Board.

SECTION 4.03.  TERM OF OFFICE, RESIGNATION AND REMOVAL.  (a)  Each
officer shall be elected or appointed by, or in such matter as shall be
determined by, the Board and shall hold office for such term as may be
determined by the Board.  Each officer shall hold 

9

office until his successor has been appointed and qualified or his earlier death
or resignation or removal in the manner hereinafter provided.  The Board may
require any officer to give security for the faithful performance of his duties.

(b)  Any officer may resign at any time by giving written notice to
the Board, the Chairman, the Chief Executive Officer, the President or the
Secretary.  Such resignation shall take effect at the time specified in such
notice or, if the time be not specified, at the time it is accepted by the
Board, the Chairman, the President or the Secretary, as the case may be.  Unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

(c)  All officers and agents appointed by the Board shall be subject
to removal, with or without cause, at any time by the Board.

SECTION 4.04.  VACANCIES.  Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board.  Unless
earlier removed pursuant to Section 4.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.

SECTION 4.05.  THE CHAIRMAN.  The Chairman shall have the power to
call special meetings of stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of stockholders and all meetings of
the Board.  The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these Bylaws.

SECTION 4.06.  THE CHIEF EXECUTIVE OFFICER.  The Chief Executive
Officer shall, together with the President and subject to the control of the
Board, have general and active management and control of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.  The Chief Executive Officer shall perform all
duties incident to the office of Chief Executive Officer and all such other
duties as may from time to time be assigned to him by the Board or these Bylaws.

SECTION 4.07.  THE PRESIDENT.  The President shall, together with the
Chief Executive Officer and subject to the control of the Board, have general
and active management and control of the business and affairs of the Corporation
and shall see that all orders and resolutions of the Board are carried into
effect.  The President shall perform all duties incident to the office of
President and all such other duties as may from time to time be assigned to him
by the Board or these Bylaws.

SECTION 4.08.  THE CHIEF OPERATING OFFICER.  The Chief Operating
Officer shall, subject to the control of the Board, the Chief Executive Officer
and the President, have general and active management and control of the
operation of the business of the Corporation and shall see that all orders and
resolutions of the Board, the Chief Executive 

10

Officer and the President are carried into effect.  The Chief Operating Officer
shall perform all duties incident to the office of Chief Operating Officer and
all such other duties as may from time to time be assigned to him by the Board
or these Bylaws.

SECTION 4.09.  VICE PRESIDENTS.  Vice Presidents of the Corporation
("VICE PRESIDENTS"), if any, in order of their seniority or in any other order
determined by the Board, shall generally assist the Chief Executive Officer, the
President and the Chief Operating Officer perform such other duties as the Board
or the President shall prescribe, and in the absence or disability of the Chief
Executive Officer, the President or the Chief Operating Officer, shall perform
the duties and exercise the powers of the Chief Executive Officer, the President
or the Chief Operating Officer, as the case may be.

SECTION 4.10.  THE SECRETARY.  The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee.  He shall give or cause to be
given notice of all meetings of stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman, the Chief
Executive Officer or the President, under whose supervision he shall act.  He
shall keep in safe custody the seal of the Corporation and affix the same to any
instrument that requires that the seal be affixed to it and which shall have
been duly authorized for signature in the name of the Corporation and, when so
affixed, the seal shall be attested by his signature or by the signature of the
Chief Financial Officer of the Corporation or an Assistant Secretary or
Assistant Financial Officer of the Corporation.  He shall keep in safe custody
the certificate books and stockholder records and such other books and records
of the Corporation as the Board, the Chairman, the Chief Executive Officer or
the President may direct and shall perform all other duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board, the Chairman, the Chief Executive Officer or the President.

SECTION 4.11.  ASSISTANT SECRETARIES.  Assistant Secretaries of the
Corporation ("ASSISTANT SECRETARIES"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

SECTION 4.12.  THE CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall have the care and custody of all the funds of the Corporation and
shall deposit such funds in such banks or other depositories as the Board, or
any officer or officers, or any officer and agent jointly, duly authorized by
the Board, shall, from time to time, direct or approve.  He shall disburse the
funds of the Corporation under the direction of the Board, the Chairman or the
President.  He shall keep a full and accurate account of all moneys received and
paid on account of the Corporation and shall render a statement of his accounts
whenever the Board, the Chairman or the President shall so request.  He shall
perform all 

11

other necessary actions and duties in connection with the administration of the
financial affairs of the Corporation and shall generally perform all the duties
usually appertaining to the office of treasurer of a corporation.  When required
by the Board, he shall give bonds for the faithful discharge of his duties in
such sums and with such sureties as the Board shall approve.

SECTION 4.13.  ASSISTANT FINANCIAL OFFICERS.  Assistant Financial
Officers of the Corporation, if any, in order of their seniority or in any other
order determined by the Board, shall generally assist the Chief Financial
Officer and perform such other duties as the Board or the Chief Financial
Officer shall prescribe, and, in the absence or disability of the Chief
Financial Officer, shall perform the duties and exercise the powers of the Chief
Financial Officer.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, AND PROXIES

SECTION 5.01.  EXECUTION OF DOCUMENTS.  The Chairman, the Chief
Executive Officer, the President and the Chief Operating Officer, and the
officers, employees and agents of the Corporation designated by the Board (or
any duly authorized committee thereof to the extent permitted by law), shall
have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation, and each such officer,
employee and agent, without further action by the Board, may delegate such power
(including authority to redelegate) by any means, written or oral, to other
officers, employees or agents of the Corporation; and, unless so designated or
expressly authorized by these Bylaws, no officer or agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose or to
any amount.

SECTION 5.02.  DEPOSITS.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board, or any officer of the Corporation to whom power in
this respect shall have been given by the Board, shall direct.

SECTION 5.03.  PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF
OTHER CORPORATIONS.  The Board shall designate the officers of the Corporation
who shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights that the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or consent in respect of such
stock or securities.  Such designated officers may instruct the person or
persons so appointed as to the manner of exercising such powers and rights, and
such designated officers may execute or cause to be executed in the name and on
behalf of 

12

the Corporation and under its corporate seal, or otherwise, such written
proxies, powers of attorney or other instruments as they may deem necessary or
proper in order that the Corporation may exercise such powers and rights.

ARTICLE VI

SHARES AND TRANSFERS OF SHARES

SECTION 6.01.  CERTIFICATES EVIDENCING SHARES.  Every owner of shares
of stock of the Corporation shall be entitled to have a certificate certifying
the number and class of shares of stock of the Corporation owned by him, which
certificate shall be in such form as may be prescribed by the Board. 
Certificates shall be issued in consecutive order and shall be numbered in the
order of their issue, and shall be signed by the Chairman, the Chief Executive
Officer, the President, the Chief Operating Officer or any Vice President and by
the Secretary, any Assistant Secretary, the Chief Financial Officer or any
Assistant Financial Officer.  Any or all signatures on the certificate may be a
facsimile.  In the event any such officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such officer had held such office on the date of issue.

SECTION 6.02.  STOCK LEDGER.  A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the shares evidenced by
each certificate for stock issued by the Corporation, the number of shares of
stock evidenced by each such certificate, the date of issuance thereof and, in
the case of cancellation, the date of cancellation.  Except as otherwise
expressly required by law, the person in whose name shares of stock stand on the
stock ledger of the Corporation shall be deemed the owner and recordholder
thereof for all purposes as regards the Corporation.

SECTION 6.03.  TRANSFERS OF SHARES.  Registration of transfers of
shares of stock shall be made only in the stock ledger of the Corporation upon
request of the registered holder of such shares, or of his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary, and
upon the surrender of the certificate or certificates evidencing such shares
properly endorsed or accompanied by a stock power duly executed, together with
such proof of the authenticity of signatures as the Corporation may reasonably
require.

SECTION 6.04.  ADDRESSES OF STOCKHOLDERS.  Each stockholder shall
designate to the Secretary an address at which notices of meetings and all other
corporate notices may be served or mailed to such stockholder, and, if any
stockholder shall fail to so designate such an address, corporate notices may be
served upon such stockholder by mail directed to 

13

the mailing address, if any, as the same appears in the stock ledger of the
Corporation or at the last known mailing address of such stockholder.

SECTION 6.05.  LOST, DESTROYED AND MUTILATED CERTIFICATES.  A holder
of shares of stock of the Corporation shall promptly notify the Corporation of
any loss, destruction or mutilation of any certificate or certificates
evidencing all or any such shares of stock.  The Board may, in its discretion,
cause the Corporation to issue a new certificate in place of any certificate
theretofore issued by it and alleged to have been mutilated, lost, stolen or
destroyed, upon the surrender of the mutilated certificate or, in the case of
loss, theft or destruction of the certificate, upon satisfactory proof of such
loss, theft or destruction, and the Board may, in its discretion, require the
recordholder of the shares of stock evidenced by the lost, stolen or destroyed
certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

SECTION 6.06.  REGULATIONS.  The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates evidencing
shares of stock of the Corporation.

SECTION 6.07.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD.  In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to, or to dissent from, corporate action, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other such corporate action.  A determination of the stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; PROVIDED, HOWEVER, that the Board may fix a new
record date for the adjourned meeting.

ARTICLE VII

SEAL

SECTION 7.01.  SEAL.  The Board may approve and adopt a corporate
seal, which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

14

ARTICLE VIII

FISCAL YEAR

SECTION 8.01.  FISCAL YEAR.  The fiscal year of the Corporation shall
end on the thirty-first day of December of each year unless changed by
resolution of the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

SECTION 9.01. INDEMNIFICATION.  (a)  The Corporation shall 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 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, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

(b)  The Corporation shall 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 he 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,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of 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 of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the 

15

circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

(c)  To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 9.01(a) and (b) of these
Bylaws, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

(d)  Any indemnification under Section 9.01(a) and (b) of these Bylaws
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 9.01(a) and (b) of these
Bylaws.  Such determination shall be made (i) by a majority vote of directors
who are not parties to such action, suit or proceeding even though less than a
quorum, or (ii) if there are no such directors, if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders of
the Corporation.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation pursuant to this Article IX.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board deems appropriate.

(f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

(g)  For purposes of this Article IX, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he 

16

would have with respect to such constituent corporation if its separate
existence had continued.

(h)  For purposes of this Article IX, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.

(i)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 9.02.  INSURANCE FOR INDEMNIFICATION.  The Corporation may
purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law.

ARTICLE X

AMENDMENTS

SECTION 10.01.  AMENDMENTS.  These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted, either by the Board
or by the stockholders of the Corporation upon the affirmative vote of the
holders of at least 66-2/3% of the outstanding capital stock entitled to vote
thereon.

17

EXHIBIT 4.3

Temporary Certificate--Exchangeable for Definitive Engraved Certificate When Ready for Delivery

NUMBER                                                                                                            SHARES

[LOGO]   GUESS ?, INC.

THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE        SEE REVERSE FOR
OF BOSTON OR NEW YORK                                                                                CERTAIN DEFINITIONS
CUSIP 401617 10 5

This Certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

GUESS ?, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

[SEAL]                   
/s/ ARMAND MARCIANO                                                                             /s/ MAURICE MARCIANO

SECRETARY                                                                                         CHAIRMAN

COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

___________________________________________________
/                                                 /
/  AMERICAN BANK NOTE COMPANY    JULY 12, 1996 dw /
/  3504 ATLANTIC AVENUE                           /
/  SUITE 12                                       /
/  LONG BEACH, CA 90807              045133fc     /
/  (310) 989-2333                                 /
/  (FAX) (310) 426-7450  308-19x  proof __  REV 1 /
/_________________________________________________/

The Corporation shall

furnish without charge to each stockholder who so requests a statement of the owners, designations, 
preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series 
thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the 
Corporation's Secretary at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they 
were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common                UNIF GIFT MIN ACT -- ...........Custodian............
TEN ENT -- as tenants by the entities                                 (Cust)               (Minor)
JT TEN -- as joint tenants with rights of                          under Uniform Gifts to Minors
survivorship and not as tenants                          Act.............................
in common                                                             (Minor)
UNIF TRF MIN ACT -- .......Custodian (until age ....)
(Cust)
..........under Uniform Transfers
(Minor)
to Minors Act....................
(state)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ______________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
/                                     /
/_____________________________________/

____________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________________________________________________________________________________________

____________________________________________________________________________________________________

______________________________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute 
and appoint

____________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with full power of 
substitution in the premises.

Dated _________________________________

X _______________________________________________________
X _______________________________________________________
NOTICE: THE SIGNATURE(S): TO THE ASSIGNMENT MUST CORRESPOND 
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE 
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION 
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed

By __________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN 
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-
BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND 
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, 
PURSUANT TO S.E.C. RULE 17Ad-15.

EXHIBIT 5.1

[LETTERHEAD OF SHEARMAN & STERLING]

July 29, 1996

Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021

Ladies and Gentlemen:

We are acting as counsel for Guess ?, Inc., a Delaware corporation (the 
"Company"), in connection with the filing by the Company with the Securities 
and Exchange Commission of a Registration Statement on Form S-1 (No. 
333-4419) (the "Registration Statement") covering the registration under the 
Securities Act of 1933, as amended (the "Act"), of shares of the Company's 
common stock, par value $.01 per share (the "Shares"). The Shares are to be 
sold by the Company pursuant to the terms of (i) a purchase agreement (the 
"U.S. Purchase Agreement") among the Company and the several U.S. 
underwriters named therein and (ii) a purchase agreement (the "International 
Purchase Agreement" and, together with the U.S. Purchase Agreement, the 
"Purchase Agreements") among the Company and the several international 
underwriters named therein.

We have examined originals, or copies certified or otherwise identified 
to our satisfaction, of such documents and corporate and public records as we 
have deemed necessary as a basis for the opinion hereinafter expressed. In 
our examination, we have assumed the genuineness of all signatures, the 
authenticity of all documents presented to us as originals and the conformity 
to the originals of all documents presented to us as copies. In rendering our 
opinion, we have relied as to factual matters upon officers of the Company 
and certificates of public officials.

Our opinion expressed herein is limited to the General Corporation Law 
of the State of Delaware.

Based on the foregoing and having regard for such legal considerations 
as we deem relevant, we are of the opinion that, upon approval of the 
Company's Restated Certificate of Incorporation by the Company's Board of 
Directors and stockholders and the filing of the Restated Certificate of 
Incorporation with the Secretary of State of the State of

2

Guess ?, Inc.                                                     July 29, 1996

Delaware, the Shares, when issued and delivered in accordance with the terms 
of the Purchase Agreements, will be validly issued, fully paid and 
non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the 
Registration Statement and to the use of our name under the caption "Legal 
Matters" contained in the prospectus which is included in the Registration 
Statement. In addition, we consent to the incorporation by reference of this 
opinion into any related registration statement subsequently filed pursuant 
to Rule 462(b) of the Act. In giving this consent, we do not thereby concede 
that we come within the category of persons whose consent is required by the 
Act or the General Rules and Regulations promulgated thereunder.

Very truly yours,

/s/ SHEARMAN & STERLING

AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is entered into as
of August __, 1996 (this "Restated Agreement"), by and among Maurice Marciano,
as Trustee of the Maurice Marciano Trust under Trust dated February 24, 1986,
Paul Marciano, as Trustee of the Paul Marciano Trust under Trust dated February
20, 1986, and Armand Marciano, as Trustee of the Armand Marciano Trust under
Trust dated February 20, 1986, (collectively, the "Initial Stockholders") and
Guess ?, Inc., a Delaware corporation, having its principal office and place of
business at 1444 South Alameda Street, Los Angeles, California 90021
(hereinafter referred to as the "Corporation").

WHEREAS, the Initial Stockholders are currently the owners of
29,382,001 shares or all of the issued and outstanding shares (the "Shares") of
the Corporation's common stock, par value $.01 per share (the "Common Stock"),
and, after the proposed offering of up to 10,580,000 shares of Common Stock by
the Corporation, the Initial Stockholders will continue to own approximately 70%
of the Corporation's issued and outstanding capital stock;

WHEREAS, the Initial Stockholders and the Corporation are parties to a
Restated Shareholders' Agreement dated as of November 12, 1993, as amended to
date (the "Shareholders' Agreement"), which governs, among other issues, the
management and ownership of the shares of Common Stock owned by the
Stockholders; 

WHEREAS, the Stockholders and the Corporation desire to further amend
and restate the Shareholders' Agreement in its entirety and to add additional
parties to this Restated Agreement as Stockholder; and

WHEREAS, the Maurice Marciano 1996 Grantor Retained Annuity Trust, the
Paul Marciano 1996 Grantor Retained Annuity Trust and the Armand Marciano 1996
Grantor Retained Annuity Trust (collectively, the "Transferee Stockholders" and,
together with the Initial Stockholders, being referred to herein, collectively,
as the "Stockholders") collectively hold the remaining 3,299,818 shares or 10%
of the Common Stock and desire to become parties to this Restated Agreement, and
the Initial Stockholders and the Corporation are willing to add them as parties
thereto.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree that the Shareholders'
Agreement is hereby further amended and restated to read in its entirety as
follows:

1.  TERM OF AGREEMENT

This Restated Agreement shall be effective from the date hereof until
the earliest to occur of any of the following:

2

(i)  The cessation for a substantial period of time of the
Corporation's business;

(ii) The liquidation or dissolution of the Corporation;

(iii)     The entry of a decree or order by a court having
jurisdiction adjudging the Corporation bankrupt or insolvent or seeking
reorganization, arrangement, adjustment or composition of or in respect of
the Corporation, or appointing a custodian, receiver, liquidator, trustee
(or other similar official) of the Corporation or ordering the winding up
or the liquidation of its affairs and the continuance of such decree or
order unstayed and in effect for a period of 60 consecutive days;

(iv) A permitted transfer of all of the Shares by the
Stockholders;

(v)  Only one Stockholder shall own shares of Common Stock or
other voting securities of the Corporation; or

(vi) The aggregate amount of Common Stock held by the
Stockholders shall constitute less than 10% of the issued and outstanding
Common Stock.

2.  VOTING AGREEMENT

Each of the Stockholders hereby covenants and agrees that, so long as
it is a stockholder of the Corporation, he will vote (or cause the voting of)
the shares of Common Stock of the Corporation then owned by it (or any such
shares which he has the right to vote, pursuant to any agreement or proxy), in
favor of the election of each of Messrs. Maurice Marciano, Paul Marciano and
Armand Marciano, in their individual capacities (collectively, the
"Individuals") (or, if any of them shall decline to serve, the designee (if any)
of such person, if such designee shall be reasonably acceptable to the other
Individuals) to the Board of Directors of the Corporation (the "Board").  In the
event of the death or disability of any of the Individuals, the executor,
conservator or lawful heir of such person shall assume such

3

person's right to designate a Director (including such executor, conservator or
lawful heir) for election as aforesaid.  

3.  LEGENDS ON CERTIFICATES

The certificates evidencing the shares of Common Stock held by the
Stockholders shall bear any legends required by federal or state securities law
and the following legend required by Section 202(a) of the Delaware General
Corporation Law (the "DGCL"):

"The shares represented by this Certificate may not be
assigned, sold, transferred, hypothecated, or otherwise
disposed of, except in accordance with the Amended and
Restated Stockholders' Agreement dated as of August __,
1996, which is on file at the office of the issuer."

4.  RESTRICTIONS ON DISPOSITION

A.   Subject to Subsection E below, no Stockholder shall voluntarily
transfer, sell, assign, pledge, encumber, grant any option with respect to, or
otherwise create any legal or equitable interest in any shares of Common Stock
owned by it except pursuant to a sale of all or any part of such shares of
Common Stock for cash, notes or Public Equity Securities (as hereinafter
defined), or a combination of the three, made in accordance with Subsection B
below.  As used herein, "Public Equity Securities" shall mean any securities
which are either listed on a national securities exchange or are traded on the
National Association of Securities Dealers Automated Quotation System and which,
in the hands of the Stockholder or Stockholders receiving them in payment for
any Shares, will be (i) freely transferable without registration under the
Securities Act of 1933, as amended, or any applicable state securities law, and
(ii) free and clear of any liens, claims, right to purchase or sell or other
encumbrance of any kind.

B.   If any Stockholder shall receive a bona fide offer (an "Offer")
to purchase any of the shares of Common Stock owned by it (the "Offered Shares")
for cash, notes or Public Equity Securities, or a combination thereof, that
Stockholder (the "Offering Stockholder") shall first offer in writing (a "Sale
Notice") to sell the Offered Shares to those Initial Stockholders not selling
Offered Shares and the Corporation (collectively, the "Offerees") on the same
terms and conditions as are contained in the Offer; PROVIDED, HOWEVER, that the
date for consummation of such sale to the Offerees (the "Offeree Closing Date")
shall be no less than 20 nor more than 30 days after the date of receipt of the
Sale Notice by the Offerees; and PROVIDED FURTHER, that such Offeree shall be
entitled to substitute any combination of cash and Public Equity Securities for
the cash and Public Equity Securities components of the Offer so long as on the
Offeree Closing Date the total consideration in the form of cash and Public
Equity Securities offered by such Offerees is equal to the total consideration
in the form of cash and Public Equity Securities in the Offer.  Each Offeree
shall have the right to purchase all (but not less than all) of the Offered
Shares 

4

and shall exercise such right by tendering written notice thereof to the
Offering Stockholder within 30 days of receipt of the Sale Notice.  If more than
one Offeree exercises its right to purchase the Offered Shares (each, a
"Purchaser"), each such Purchaser shall be entitled to purchase Offered Shares
in the following priority:  (x) first, to the Offerees that are Initial
Stockholders, each of whom shall be entitled to purchase the number of the
Offered Shares which bears the same relationship to the total number of Offered
Shares as the number of shares of Common Stock owned by such Initial Stockholder
bears to the total number of shares of Common Stock owned by all of the Offerees
that are Initial Stockholders, and (y) second, to the Corporation, to the extent
that the Initial Stockholders do not elect to purchase all of the Offered
Shares. 

To the extent that either the Initial Stockholders or the Corporation
do not purchase the Offered Shares on or before the Offeree Closing Date, then
the Offering Stockholder may sell such unpurchased Offered Shares as above
provided to the third party pursuant to the Offer at any time within three
months after the expiration of the 30 day period provided above, but only on
terms and conditions no less favorable to the Offering Stockholder than those
specified in the Offer.

C.   For purposes of Subsection B above, all offers to the Offerees by
the Offering Stockholder shall state the entire terms of such offer, including,
without limitation, purchase price, form of consideration and financing terms
and shall include a copy of the Offer made by the third party.

D.   In the event that any shares of Common Stock owned by any
Stockholder who is a party hereto shall be sold upon execution sale or shall
otherwise be transferred pursuant to legal process or shall be transferred
pursuant to an agreement entered into in connection with a divorce or separation
between the beneficial owner of such shares and such person's spouse, or any
arrangement with creditors of any Stockholder, the beneficial owner of shares of
Common Stock held by such Stockholder or the Corporation or any other legal
proceeding, the other Stockholders and the Corporation, in accordance with the
procedures established in Section B above, shall have an option to purchase the
shares so sold or transferred from the transferee at the same price paid by the
transferee for such shares by written notice given to the transferee for such
shares, by written notice given to such transferee within 30 days after the
execution sale or such other transfer.  In the event that no price is paid by
the transferee, the other Stockholders and the Corporation shall have the option
to purchase such shares, in accordance with the procedures established in
Section B above, at the appraised fair market value of such shares, as
determined by an independent appraiser of recognized standing selected by the
Corporation.  Until the expiration of the 30-day period referred to above, such
transferee shall be obligated to vote the shares of Common Stock transferred to
it in accordance with the terms of this Restated Agreement.

5

E.   Nothing in this Section shall prohibit the transfer of shares,
(1) on the death of the settlor of any Stockholder, (a) by his will or other
instrument disposing of his property on death (including an instrument creating
any Stockholder), (b) pursuant to the laws of descent and distribution
applicable to his estate, (2) by any Stockholder to its settlor (identified in
the instrument creating the Stockholder, as in effect on the date hereof) or to
any one or more of the lineal descendants of such settlor, or to any trust for
the exclusive benefit of any such lineal descendants; PROVIDED, that any such
transfer in trust shall not be prohibited solely because the terms of such trust
provide a remainder interest to or for the benefit of one or more persons who is
not a lineal descendant of the settlor, so long as such interest is payable only
in the event that neither such settlor nor any such lineal descendant of the
settlor is then living or (3) in connection with a registered offering of shares
of Common Stock by any Stockholder pursuant to the Registration Rights Agreement
dated August __, 1996 among the Stockholders and the Corporation.  Any successor
or transferee who receives shares pursuant to an event described in clause (1)
or (2) above shall, as a condition of such transfer, enter into an agreement to
be bound by the provisions of this Restated Agreement in its entirety, shall be
deemed to be a "Stockholder" hereunder and, for purposes of this subsection, if
an individual, shall be deemed to be the "settlor of a Stockholder."  

5.  ARBITRATION OF DISPUTES

Any controversy or claim arising out of or relating to this Restated
Agreement or the breach thereof shall be settled by submission to binding
arbitration at the request of any party to such controversy or claim.  In such
event, arbitration shall be conducted before a single Primary Arbitrator in the
State of California, County of Los Angeles.  Such Primary Arbitrator shall be
selected by a panel of three arbitrators.  Each of the Initial Stockholders
shall be entitled to select one member of such panel of arbitrators who is
reasonably acceptable to the other Stockholders.  If the Stockholders are unable
to agree on all the members of such panel of arbitrators, then the remaining
arbitrators shall be selected by an administrator of the Judicial Arbitration
and Mediation Services, Inc. from its panel of retired judges.  The Primary
Arbitrator shall conduct such arbitration in accordance with the rules
established by the panel of arbitrators.  Judgment may be entered on the
arbitrator's award in any court having jurisdiction.  To the extent necessary to
obtain any provisional relief of any dispute or controversy or clam arising
under or in connection with this Restated Agreement, the parties hereto
expressly consent to the jurisdiction of the state courts located in the State
of California, County of Los Angeles, and consent that any service of process
therefor may be made by personal service upon the parties hereto wherever each
may be located, or by certified or registered mail directed to the parties
hereto at each such party's respective address as set forth in Section 13
hereof. 

6

6.  BENEFIT

Except upon the occurrence of a termination event as provided in
Section 1, this Restated Agreement shall be binding upon and shall operate for
the benefit of the parties hereto, their respective successors and assigns. 

7.  INVALIDITY OF ANY PROVISION

The invalidity or unenforceability of any provision of this Restated
Agreement shall not affect the other provisions hereof, and the Restated
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted, provided that the parties shall negotiate in good faith
to replace the invalid provision with a valid provision reflecting the same
balance of economic interests.

8.  MODIFICATION OF AGREEMENT

No modification, amendment or waiver of any of the provisions of this
Restated Agreement shall be valid unless made in writing and signed by the
Corporation and each Stockholder or other party subject to this Restated
Agreement from time to time.

9.  FURTHER ACTION 

A.   The Corporation shall not register, and shall instruct any
transfer agent for the Common Stock not to register, on the books of the
Corporation any transfer, pledge or encumbrance of any shares of Common Stock
subject to this Agreement, unless such transfer, pledge or encumbrance complies
with terms of this Agreement and the Stockholders agree to provide the
Corporation (or any such transfer agent) with such documents, including an
opinion of counsel as to compliance with the terms of this Restated Agreement,
as the Corporation (or any such transfer agent) may reasonably request.

B.   A copy of this Restated Agreement shall be made a part of the
minutes of the Corporation.

10. ATTORNEY'S FEES AND COSTS     

If any action at law or in equity (including any arbitration
proceeding under Section 5 above) is necessary to enforce or interpret the terms
of this Restated Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements, in addition to any other
relief to which he may be entitled.

7

11. APPLICABLE LAW

This Restated Agreement shall be construed in accordance with the laws
of the State of Delaware.

12. ENTIRE AGREEMENT

This Restated Agreement supersedes all agreements as to the subject
matter hereof among the Stockholders and the Corporation including in each case
amendments thereto, previously executed by the Stockholders and the Corporation.
This Restated Agreement sets forth all of the provisions, covenants, agreements,
conditions and undertakings between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements
and understandings express or implied, oral or written as to the subject matter
hereof.  

13. NOTICES

Unless otherwise specified herein, all notices, requests, demands and
other communications to be given under this Restated Agreement shall be in
writing and shall be deemed given if (i) delivered in person, or by United
States mail, certified or registered, with return receipt requested, (ii) if
sent by telex or facsimile transmission, with a copy mailed on the same day in
the manner provided in (i) above, when transmitted and receipt is confirmed by
telephone, or (iii) if otherwise actually delivered:

TO THE CORPORATION:      1444 South Alameda Street, Los Angeles, California
90021, with copies to each Director and each
Stockholder as their names and addresses appear on
the records of the Corporation;

TO ANY STOCKHOLDER:      As the name and address of such Stockholder appears
on the record of stockholders of the Corporation;

or at such other address as may have been furnished by such person in writing to
the other parties.  Any such notice, demand or other communication shall be
deemed to have been given on the date actually delivered or as of the date
mailed, as the case may be.

[Signature pages follow]

S-1

IN WITNESS WHEREOF, the undersigned have caused this Restated
Agreement to be executed as of the date first hereinabove written.

GUESS ?, INC.

By: 
----------------------------------
Name:
Title:

STOCKHOLDERS

MAURICE MARCIANO TRUST
(1995 RESTATEMENT)

By:                                     
------------------------------------
Maurice Marciano
Trustee

PAUL MARCIANO TRUST
DATED FEBRUARY 20, 1986

By: 
-----------------------------------
Paul Marciano
Trustee

ARMAND MARCIANO TRUST
DATED FEBRUARY 20, 1986

By:                                     
----------------------------------
Armand Marciano
Trustee

S-2

MAURICE MARCIANO 1996 GRANTOR RETAINED
ANNUITY TRUST

By: 
------------------------------------
Paul Marciano
Co-Trustee

By: 
-----------------------------------
Gary W. Hampar
Co-Trustee

PAUL MARCIANO 1996 GRANTOR RETAINED 
ANNUITY TRUST

By: 
----------------------------------
Maurice Marciano
Co-Trustee

By: 
----------------------------------
Joseph H. Sugerman
Co-Trustee

ARMAND MARCIANO 1996 GRANTOR RETAINED 
ANNUITY TRUST

By: 
--------------------------------
Maurice Marciano
Co-Trustee

By: 
---------------------------------
Marc E. Petas
Co-Trustee

EXHIBIT 10.4

January 22, 1996

Ms. Andrea Weiss
124 West 60th Street
New York, NY  10023

Dear Andrea:

Congratulations on your decision to join Guess?, Inc.

I am pleased to confirm your employment with Guess as President of Retail
Operations.  You will have full responsibility for the day to day general
management of the operations of the retail division.  You will report directly
to the Board of Directors; Paul, Armand and me.

Your minimum compensation for the first year will be $375,000.00, of which
$50,000.00 will be paid within thirty (30) days of your joining Guess.  The
balance of your minimum compensation for the first year, namely $325,000.00,
will be paid to you in bi-weekly installments.

Within sixty (60) days of your joining Guess, you will meet with the Board of
Directors and discuss a business plan for the Retail Division prepared by you.
Upon mutual agreement of the business plan, the following bonus plan will be in
effect:

If the business plan for the first year is exceeded by 50% or more you shall
receive a bonus of $200,000.00.  If the business plan is exceeded by 100% or
more, you shall receive a bonus of $325,000.00.  If the business plan is merely
achieved for the first year, you shall receive a bonus of $125,000.00.

Your base salary for the second year shall be $375,000.00 upon achievement of
the first year business plan.  In the event the business plan is not achieved
for the first year, your base salary for the second year shall be $325,000.00.

If the agreed upon business plan for the second year is exceeded by 50% or more
you shall receive a bonus of $200,000.00.  If the business plan for the second
year is exceeded by 100% or more you shall receive a bonus of $325,000.00.  If
the business plan for the second year is merely achieved, you shall receive a
bonus of $125,000.00.

The term of your employment shall be for a minimum of two (2) years.  Guess will
have an option to extend the term of your employment for an additional two (2)
years; provided, however, that if Guess elects not to exercise the option, Guess
will pay you your then monthly salary for up to six (6) months, or until you
find suitable employment, whichever

2

first occurs.  In this regard, Guess will provide the services of J.D. Ross
International to assist you.

Assuming Guess exercises its option for the third year, and assuming the
business plan was achieved in either the first or second year, your base salary
for the third and fourth year will be $400,000.00.  Assuming, however, the
business plan was not achieved in either the first or second year, your base
salary in the third year will be $350,000.00.  The bonus structure for the third
and fourth years will be the same as the bonus structure for the first and
second years, depending upon the level of achievement of the mutually agreed
upon business plan for the third and fourth year.

If Guess terminates your employment other than for cause at any time during the
first two years of your employment, you shall be entitled to the balance of your
base salary for the two years.  Guess will also pay you up to an additional six
months salary or until you find suitable employment, whichever first occurs.
Guess will provide the services of J.D. Ross International to assist you in this
regard.  If Guess terminates your employment other than for cause in the third
or fourth year of your employment, you shall be entitled to the balance of your
base salary for the remainder of the term.

You will also receive a car allowance of $12,000.00 per year.

If Guess goes public during the term of your employment, you will be eligible to
participate in an employee stock option plan at a level commensurate with your
executive level of employment.

You will be eligible for health insurance and other benefits provided to other
Guess employees at your executive level.  Susan Tenney, Director of Personnel,
will provide you with a summary and details of these benefit plans.

We look forward to your joining us, and a prosperous future together.

Very truly yours,
Guess ?, Inc.

/s/ MAURICE MARCIANO
----------------------------------------
MAURICE MARCIANO
Chairman and Chief Executive Officer

Agreed and Accepted

3

/s/ ANDREA WEISS
- ---------------------------
Andrea Weiss

EXHIBIT 10.5

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 14, 1996, between
GUESS ?, INC., a Delaware corporation (the "Employer"), and FRANCIS K. DUANE
(the "Executive").

The Employer wishes to employ the Executive, and the Executive wishes to
accept such employment, on the terms and conditions set forth in this Agreement.

Accordingly, the Employer and the Executive hereby agree as follows:

1.   EMPLOYMENT, DUTIES AND ACCEPTANCE.

1.1  EMPLOYMENT, DUTIES.  Effective as of the Commencement Date (as
defined in Section 2), the Executive shall be employed by the Employer during
the Term (as defined in Section 2) to render exclusive and full-time services to
the Employer, as President of Worldwide Sales-Corporate, reporting to the Chief
Executive Officer of the Employer and performing such duties as may be assigned
to the Executive by the Chief Executive Officer and/or the Board of Directors of
the Employer.

1.2  ACCEPTANCE.  The Executive accepts such employment and agrees to
render the services described above.  During the Term, the Executive agrees to
devote the Executive's entire business time, energy and skill to such
employment, and to use the Executive's best efforts, skill and ability to
promote the Employer's interests, but this shall not be construed as preventing
the Executive from (a) investing his personal assets in businesses which do not
compete with the Employer in such form or manner as will not require any
services on the part of the Executive in the operation or the affairs of the
companies in which such investments are made and in which his participation is
solely that of an investor, (b) purchasing securities in any corporation whose
securities are regularly traded provided that such purchase shall not result in
his collectively owning beneficially at any time five percent or more of the
equity securities of any corporation engaged in a business competitive to that
of the Employer, and (c) participating in conferences, preparing or publishing
papers or books or teaching so long as the Board of Directors approves of such
activities prior to the Executive's engaging in them.  Prior to commencing any
activity described in clause (c) above, the Executive shall inform the Board of
Directors in writing of such proposed activity.

1.3  PLACE OF EMPLOYMENT.  Executive's offices shall be located in New
York City.  Executive acknowledges that Employer's executive offices are located
in Los Angeles and that he will be required to travel to Los Angeles from time
to time upon the reasonable request of the Chief Executive Officer and/or the
Employer's Board of Directors.

2.   TERM OF EMPLOYMENT.

2.1  THE TERM.  The term of the Executive's employment under this
Agreement shall commence on or about June 1, 1996, but not later than June 15,
1996 (the "Commencement Date") and shall, unless sooner terminated pursuant to
Section 4 hereof, end three (3) years from the Commencement Date (the "Term").

3.   COMPENSATION; BENEFITS.

3.1  SALARY.  As compensation for services to be rendered pursuant to
this Agreement, the Employer agrees to pay the Executive, during each year of
the Term, a base salary (each a "Base Salary") at the following rates:

Period                   Base Salary
------                   -----------

First Year               $550,000.00
Second Year              $600,000.00
Third Year               $650,000.00

The Base Salary shall be payable in equal installments, in accordance with the
Employer's payroll policy.

3.2  BONUSES.  In addition to the amounts to be paid to the Executive
pursuant to Section 3.1, the following bonus program shall apply to the
Executive with respect to each year of the Term:  (a) For the first year of the
Term, the Executive shall receive a guaranteed bonus of Two Hundred Fifty
Thousand Dollars ($250,000.00) which shall be paid in four equal quarterly
payments.  The first payment of Sixty-Two Thousand Five Hundred Dollars
($62,500.00) shall be paid upon execution of this Agreement; (b) A target bonus
of Three Hundred Thousand Dollars ($300,000.00) shall apply to the second year
of the Term.  One Hundred Thousand Dollars ($100,000.00) of said target bonus
shall be guaranteed.  The guaranteed portion shall be paid in four equal
quarterly payments; (c) A target bonus of Three Hundred Twenty-Five Thousand
Dollars ($325,000.00) shall apply to the third year of the Term.  One Hundred
Thousand Dollars ($100,000.00) of said target bonus shall be guaranteed.  The
guaranteed portion of the target bonus shall be paid in four equal quarterly
payments; (d) Employer's Chief Executive Officer and Executive shall meet within
ninety (90) days of the Commencement Date and mutually agree on target
performance goals for the Employer.  The mutually-agreed goals will be used to
determine the not guaranteed portions of the target bonuses for the second and
third years of the Term; (e) Notwithstanding the target performance goals
referred to in 3.2(d) Executive shall receive at least fifty percent (50%) of
the target bonus applicable to the second and third years of the Term, as set
forth in 3.2(b) and 3.2(c), in the event Employer meets the earnings projections
of the current Employer Business Plan; (f) For purposes of the target bonus
computations referred to in 3.2(e), the June 30, 1998 and June 30, 1999 Employer
financials shall be compared with the respective projections (twelve months
ended June 30, 1998 or June 30,

2

1999) in the current Employer Business Plan; (g) Any payments of the not
guaranteed portions of the target bonuses shall be paid on or before September
1, 1998 and September 1, 1999, respectively.

3.3  BUSINESS EXPENSES.  The Employer shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the Executive
during the Term in the performance of the Executive's services under this
Agreement, upon presentation of expenses statements or vouchers or such other
supporting information as the Employer customarily requires of its other
executives.

3.4  STOCK OPTIONS.

3.4.1  In the event that an initial public offering of common
stock ("IPO") of the Employer occurs during the Term, then Employer shall grant
to Executive options (the "Options") to purchase one hundred fifty thousand
(150,000) shares of common stock of Employer (the "Stock") comprising options to
purchase one hundred thousand shares (100,000) of the Stock at an exercise price
of Five Dollars ($5.00) per share and options to purchase fifty thousand
(50,000) shares of the Stock at an exercise price of the greater of (i) Fifteen
Dollars ($15.00) per share, or (ii) the initial public offering price.

3.4.2  The Executive shall be fully vested in options to purchase
fifty thousand (50,000) shares of Stock at Five Dollars ($5.00) per share on the
date of the IPO ("First Options").  If an IPO occurs during the second year of
the Term, the Executive shall be fully vested in the First Options on the date
of the IPO and in options to purchase an additional fifty thousand (50,000)
shares of Stock at Five Dollars ($5.00) per share on the last day of the second
year ("Second Options").  If the IPO occurs during the third year of the Term,
the Executive shall be fully vested in the First Options and Second Options on
the date of the IPO and the Executive shall be fully vested in options to
purchase an additional fifty thousand (50,000) shares of Stock at an exercise
price of the greater of (i) Fifteen Dollars ($15.00) per share, or (ii) the
initial public offering price, at the end of the third completed year of
employment ("Third Options").  The Options shall expire and not be exercisable
one year following the end of the Term.  The Options shall be granted ONLY IF
the Employer makes an IPO during the Term of employment.  If the number of
issued and outstanding shares following an IPO exceeds or is less than sixty
million (60,000,000), the parties agree that the number of shares covered by the
First, Second and Third Options and the Options' exercise price shall be reduced
or increased proportionately.  For example, if the number of post IPO issued and
outstanding shares is 50,000,000, the total number of shares covered by the
Options shall be reduced to 125,000, 41,667 for each of the First, Second and
Third Options and the exercise prices will increase to six dollars ($6.00) per
share for the First and Second Options and the greater of (i) Eighteen dollars
($18.00) per share, or (ii) the IPO price for the Third Options.  Likewise, if
the number of post IPO issued and outstanding shares is 70,000,000, the total
number of shares covered by the Options shall be increased to 175,000, 58,333
for each of the First, Second and Third Options and the exercise price will
decrease to Four Dollars Twenty-Nine cents ($4.29) per

3

share for the First and Second Options and the greater of (i) Twelve Dollars
Eighty-Six Cents ($12.86) or (ii) the IPO price for the Third Options.  All of
the shares of Stock received by the Executive pursuant to the exercise of any of
the Options shall be freely tradeable and not subject to restriction.  The
Employer shall reserve and keep available out of its authorized but unissued
Stock such number of shares of Stock as shall be necessary to fulfill its
obligations hereunder.

3.4.3  If an IPO does not occur during the Term, the Options
rights shall be replaced with phantom stock rights which are intended to provide
the Executive with a cash payment functionally related to the increase in value
of the Employer during the Term over and above a base computational value.  The
base computational value shall equal $1,054,664, which is two and one-half
percent (2-1/2%) of the Employer's net earnings as reported on the Employer's
Form 10-K for the fiscal year ended December 31, 1995 reduced by a provision for
federal income taxes at a thirty-four percent (34%) rate [(.025 x 63,919,000 x
.66), the "Base Amount")].  At the end of the Term, two and one-half percent (2-
1/2%) of the Employer's similarly computed net earnings reduced by a provision
for federal income taxes at a thirty-four percent (34%) rate for the immediate
four prior fiscal quarters shall be determined.  The Executive shall be entitled
to a cash payment (within sixty days from the end of the Term) equal to one-
third (1/3) of the increase so computed over the Base Amount for each completed
employment year of the Term.

3.4.4  At any time on or after the Commencement Date and prior to
an IPO, Executive shall be entitled to receive a cash payment of One Million
Dollars ($1,000,000.00).  Such payment shall become payable when the Executive
gives the Chief Executive Officer a written notice to pay such sum.  Payment
shall be made within thirty (30) days following delivery of such notice.  If the
Executive elects to receive such cash payment, the exercise price of the First
Options and the Second Options shall become Fifteen Dollars ($15.00) per share
subject to adjustment as provided in Paragraph 3.4.2, if applicable.

3.5  VACATION.  During the Term, the Executive shall be entitled to a
paid vacation period or periods taken in accordance with the vacation policy of
the Employer; PROVIDED, that the Executive shall be entitled to not less than
four (4) weeks paid vacation for each year of the Term.

3.6  FRINGE BENEFITS.  During the Term, the Executive shall be
entitled to all benefits for which the Executive shall be eligible under any so-
called "fringe" benefit plan which the Employer provides to its executive
officers generally.  However, if any time Employer's life insurance, disability
insurance and/or medical insurance plans are less advantageous than Executive's
current insurance plans, Employer shall at least match Executive's current
insurance plan benefits.  In addition:  (a) Employer shall provide the Executive
with the use of an automobile reasonably selected by the Executive and approved
by the Employer equivalent to the automobile currently utilized by the
Executive.  Employer shall pay all reasonable expenses associated with the
operation of such automobile including,

4

without limitation, all reasonable maintenance and insurance expenses;
(b) Employer shall reimburse the Executive for all reasonable expenses
associated with Executive's membership in the New York Athletic Club or
equivalent club.

3.7  WITHHOLDING.  All compensation of the Executive by the Employer
provided for in this Agreement, whether in the form of cash or "fringe"
benefits, shall be subject to such deductions or amounts to be withheld as
required by applicable law and regulations.

4.   TERMINATION.

4.1  TERMINATION FOR CAUSE.  In the event of Executive's plea of nolo
contendere or the conviction of the Executive of any felony involving
intentional conduct on the part of the Executive, the commission by the
Executive of fraud or theft against, or embezzlement from the Employer or any of
its subsidiaries or affiliates, the willful misconduct by the Executive in
connection with the performance of the Executive's duties hereunder or chronic
alcoholism or drug abuse which materially effects Executive's performance
hereunder, the Employer may, by written notice to the Executive, terminate the
Term (a "Termination for Cause") and, upon such Termination for Cause, the Term
shall terminate and the Executive shall be entitled to receive no further
amounts or benefits hereunder; PROVIDED, that the Employer shall be obligated to
pay to the Executive, within sixty (60) days of the date of termination, all
unpaid Base Salary accrued, and provide the Executive with all benefits and
expense reimbursement to which the Executive would otherwise be entitled,
through and including the date of termination.

4.2  BY REASON OF EXECUTIVE'S DEATH.  Upon the death of Executive, the
Term of employment shall terminate and Executive's estate shall be entitled to
receive all accrued but unpaid Base Salary, bonuses, expenses reimbursements,
stock option or phantom stock rights and fringe benefits to which the Executive
would otherwise be entitled through and including the date of termination.

4.3  BY REASON OF EXECUTIVE'S PERMANENT DISABILITY.  Permanent
disability shall occur if Executive is incapacitated or prevented from
substantially complying with each and all of his material obligations hereunder
whether such incapacity or prevention arises by reason of illness, mental or
physical disability, when such incapacity or prevention occurs for sixty (60) or
more consecutive days or for an aggregate of ninety (90) days, in any six (6)
month period, if at the expiration of the consecutive sixty (60) day period or
ninety (90) day period Executive's disability will continue so that he will not
be able to return to work on a full-time basis within the next sixty (60) days.
If Executive becomes permanently disabled, Employer may terminate the Term of
employment upon written notice to Executive (or Executive's personal
representative, if applicable), effective upon the date of receipt thereof (the
"Disability Commencement Date").  In the event of a termination by Employer by
reason of Executive's permanent disability, Executive shall be entitled to
receive all accrued but unpaid Base Salary, bonuses, expense reimbursements,
stock option or phantom stock

5

rights and fringe benefits to which Executive would otherwise be entitled
through and including the Disability Commencement Date.

4.4  TERMINATION WITHOUT CAUSE.  If the Employer terminates this
Agreement prior to the term prescribed by Paragraph 2.1 hereof for reasons other
than those prescribed by Paragraphs 4.1 through 4.3 hereof, the Executive shall
be entitled, subject to his obligation under applicable law, if any, to mitigate
his damages, to receive all of compensation provided for herein for the
remainder of the Term, including, without limitation, Base Salary, Target
Bonuses if target performance goals are met, the Options prescribed by
Paragraphs 3.4.1 and 3.4.2 or the benefits prescribed by Paragraph 3.4.3 and the
one million dollar (1,000,000.00) cash payment provided for in Paragraph 3.4.4
hereof.  Payment of such compensation shall constitute the sole obligation of
the Employer resulting from such termination of this Agreement.

5.   INTELLECTUAL PROPERTY.

The Employer shall be the exclusive owner of all right, title and
interest in and to all the products and proceeds of the Executive's services
hereunder, including, but not limited to, all materials, ideas, concepts,
formats, suggestions, developments, arrangements, packages, programs and other
intellectual properties that the Executive may acquire, obtain, develop or
create in connection with and during the term of the Executive's employment by
the Employer, free and clear of any claims by the Executive (or anyone claiming
under the Executive) of any kind or character whatsoever (other than the
Executive's right to receive compensation hereunder).  The Executive shall, at
the request of the Employer, execute such assignments, certificates or other
instruments as the Employer may from time to time deem necessary or desirable to
evidence, establish, maintain, perfect, protect, enforce or defend its rights,
title or interest in or to any such properties.

6.   EMPLOYER'S PROPRIETARY AND CONFIDENTIAL INFORMATION.

6.1  Executive acknowledges that while employed by Employer, he will
have access to and will become acquainted with trade secrets and confidential
proprietary information and data concerning Employer, including its operations
and business, and the identity and requirements of its customers, etc.
("Confidential Information") and agrees that he will not disclose such
Confidential Information, directly or indirectly, or use them in any way, either
while employed by Employer or subsequent to the termination (regardless of
cause) of such employment, except as required to fulfill his duties to Employer;
provided, however, that Executive shall have no such obligation with respect to
such information as he possessed prior to his employment with Employer or with
respect to such information as is or becomes generally available to the public
other than as a result of Executive's breach of his obligations hereunder; and
provided further that Executive may disclose such Confidential Information to
the extent required by a court order.

6

6.2  Additionally, Executive acknowledges and agrees that during the
Term all memorandum, notes and records compiled by Executive or made available
to Executive concerning Employer's business are Employer's property and are to
be delivered to Employer upon the termination of this Agreement.

6.3  Executive acknowledges and agrees that irreparable damage will
result to Employer in the event of a breach by him of paragraphs 5 or 6 of this
Agreement.  Accordingly, Executive agrees that Employer shall be entitled to
enforce its rights under each of said paragraphs, in the event of a breach or
threatened breach thereof, in a court of equity, and shall be entitled to seek a
decree of specific performance or appropriate injunctive relief.  Such remedies
shall be cumulative and not exclusive and shall be in addition to any other
rights or remedies available to Employer.

7.   NOTICES.

All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first-class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the date mailed) or sent by telecopier, as
follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):

If to the Employer, to:

Guess ?, Inc.
1444 S. Alameda Street
Los Angeles, CA  90021
Attention:  Maurice Marciano

If to the Executive, to:

Francis K. Duane
78 Wiffle Tree Lane
New Caanan, CT  06840

with a copy to:

William J. Wedge, Esq.
68 School Street
Weston, MA  02193

7

8.   REPRESENTATIONS AND WARRANTIES.

8.1  The Executive has the unfettered right to enter into this
Agreement on the terms and subject to the conditions hereof, and the Executive
has not done or permitted to be done anything which may curtail or impair any of
the rights granted to the Employer herein.

8.2  Neither the execution and delivery by the Executive of this
Agreement nor the performance by the Executive of any of the Executive's
obligations hereunder constitute or will constitute a violation or breach of, or
a default under, any agreement, arrangement or understanding to which the
Executive is a party or by which the Executive is bound.

8.3  The representations and warranties contained in this Section 8
shall survive the execution and delivery of this Agreement.

9.   GENERAL.

9.1  This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York.

9.2  The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.

9.3  This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof.  No representation, promise or inducement has been made
by either party that is not embodied in this Agreement, and neither party shall
be bound by or liable for any alleged representation, promises of inducement not
so set forth.

9.4  This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive.

9.5  This Agreement may be amended, modified, superseded, cancelled,
renewed or extended and the terms or covenants hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance.  The failure of a party at any time or times
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same.  No waiver by either party of the breach of
any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or construed as
a further or continuing waiver of any such breach, or a waiver of this breach of
any other term or covenant contained in this Agreement.

8

9.6  The Employer and the Executive agree that except as required by
law, they will keep confidential and not disclose to any non-affiliated third
party other than the agents and representatives of the Employer and the
Executive, the terms and provisions of this Agreement; PROVIDED, that, the
Employer may disclose the terms and provisions of this Agreement as required by
any federal or state securities laws or the requirements of any national
securities exchange or to any of its lenders, investment bankers, accountants,
attorneys or advisors.

9.7  Both Employer and Executive have been represented by counsel in
connection with the negotiation and preparation of this Agreement.  For purposes
of interpretation both Employer and Executive shall have been deemed to have
drafted this Agreement.

9.8  This Agreement or any amendment hereto may be signed in any
number of counterparts, each of which shall be an original, but all of which
taken together shall constitute an agreement (or amendment as the case may be).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

GUESS ?, INC.

By:  /s/ MAURICE MARCIANO
-------------------------------------
Maurice Marciano
Chief Executive Officer

/s/ FRANCIS K. DUANE
-------------------------------------
Francis K. Duane

9

EXHIBIT 10.19

EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is
made as of this 13th day of February, 1996, by and among GUESS ?, INC. (the
"Company"), a Delaware corporation, having its chief executive office at 1444 S.
Alameda St., Los Angeles, California, 90021, THE FIRST NATIONAL BANK OF BOSTON
("FNB"), AS AGENT (the "Agent"), with its head office at 100 Federal Street,
Boston, Massachusetts 02110 and the Lenders, as defined below.

WHEREAS, the Company and FNB, as Agent and Lender are parties to a
Revolving Credit Agreement dated as of December 20, 1993 as amended by a First
Amendment to Revolving Credit Agreement dated as of January 20, 1994, by a
Second Amendment and Waiver to Revolving Credit Agreement dated as of April 1,
1994, by a Third Amendment and Waiver to the Revolving Credit Agreement dated as
of July 18, 1994, by a Fourth Amendment and Waiver to the Revolving Credit
Agreement dated as of October 24, 1994, by a Fifth Amendment to Revolving Credit
Agreement dated as of February 13, 1995, by a Sixth Amendment to Revolving
Credit Agreement dated as of September 14, 1995 and by a Seventh Amendment to
Revolving Credit Agreement dated as of December 22, 1995 (collectively the
"Credit Agreement") along with SANWA BANK CALIFORNIA ("Sanwa"), AS CO-AGENT AND
LENDER, THE INDUSTRIAL BANK OF JAPAN, LIMITED ("Industrial"), AS LENDER, CREDIT
LYONNAIS LOS ANGELES BRANCH ("Lyonnais"), AS LENDER and SUMITOMO BANK OF
CALIFORNIA ("Sumitomo"), AS LENDER; (collectively with FNB, as Lender, the
"Lenders")

WHEREAS, the Company has requested that certain changes to the Credit
Agreement be made to reflect the following: (i) the formation of Guess ? Europe,
B.V. a corporation organized under the laws of the Netherlands ("Guess Europe")
for the purposes of facilitating the distribution of product in Europe in which
the Company will hold a 50% interest, (ii) the formation of Newtimes Guess ?
Limited.  ("Newtimes Guess Parent") a British Virgin Islands corporation in
which Guess Europe will hold a 50% interest and in which Indigo Consultants, Ltd
(an existing corporation which is neither owned or controlled by the Company or
any of its affiliates) will hold a 50% interest and Newtimes Guess? Limited a
Hong Kong corporation 100% owned by Newtimes Guess Parent ("Newtimes Guess")
(Newtimes Guess Parent and/or Newtimes Guess will act as buying agents for the
Company), (iii) the sale of the fixed and a small amount of other assets of
Ranche Limited ("Ranche"), the existing buying agent, to Newtimes Guess Parent,
Newtimes Guess and Guess Hong Kong and the eventual dissolution, liquidation or
merger of Ranche into Guess Europe and (iv) the formation of a new entity as a
100% subsidiary of Guess Europe ("Guess Hong Kong") which will act as a selling
agent to certain licensees and related parties of product;

WHEREAS, the Company has represented that neither Guess Hong Kong, Guess
Europe Newtimes Guess Parent or Newtimes Guess will own any of the inventory of
the

2

Company and that the letters of credit issued under the Credit Agreement shall
not be used to acquire inventory for any of Guess Hong Kong, Guess Europe,
Newtimes Guess Parent and Newtimes Guess;

WHEREAS, the Company has requested that Newtimes Guess Parent and Newtimes
Guess not be treated as Subsidiaries under the Credit Agreement except to permit
certain investments in and loans to Newtimes Guess Parent and Newtimes Guess by
the Company; and

WHEREAS, the Company shall continue to guaranty the obligations of Ranche
under the Ranche letter of credit facility with FNB (the "Ranche LC Facility")
until all of the Obligations of Ranche are fulfilled or the letters of credit
expire undrawn under the Ranche LC Facility.

NOW THEREFORE, for a good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and agreed, the Agent, the Lenders
and the Company hereby agree to amend the Credit Agreement as hereinafter
provided.

Section 1.     DEFINITIONS.  Except as otherwise defined herein, the
capitalized terms used herein shall have the meanings ascribed to them in the
Credit Agreement.  The definitions of terms defined herein are hereby
incorporated in the Credit Agreement by reference.

Section 2.     AMENDMENTS TO THE CREDIT AGREEMENT.  From and after the date
hereof the Credit Agreement is hereby amended as follows:

2.1. Section 1.1 of the Credit Agreement is hereby amended by
adding the following definition:

"NEWTIMES GUESS PARENT.  Newtimes Guess ?, Limited, a corporation
owned 50% by the Guess? Europe, B.V. and 50% by Indigo Consultants,
Ltd."

2.2  Section 1.1 of the Credit Agreement is hereby amended by
adding the following definition:

"NEWTIMES GUESS.  Newtimes Guess ?, Limited, a corporation owned
100% by the Newtimes Guess Parent."

2.3  Section 1.1 of the Credit Agreement is hereby amended by
adding the following to the end of the definition of "Subsidiary".

3

"Notwithstanding the forgoing, each of Newtimes Guess Parent and
Newtimes Guess shall not be a Subsidiary unless Guess Europe, B.V.
at anytime owns more than 50% of the shares or ownership interests
in Newtimes Guess Parent."

2.4. Section 6.9 (i) of the Credit Agreement is amended to read as
follows::

"(i) existing Investments in Subsidiaries and new Investments in
Subsidiaries, Newtimes Guess Parent and Newtimes Guess not to
exceed $10,000,000 in the aggregate at any one time."

Section 3.     CONSENT OF THE LENDERS.  The Lenders consent under Section
6.6 of the Credit Agreement to the current sale of the fixed and a small amount
of other assets of Ranche to Newtimes Guess Parent, Newtimes Guess and Guess
Hong Kong and to the dissolution, liquidation or merger of Ranche not earlier
than the payment or expiration of the outstanding letters of credit under the
Ranche LC Facility and the transfer of the remaining cash or cash equivalents in
Ranche upon such dissolution, liquidation or merger to Guess Europe.

Section 4.     CONDITIONS TO THIS AMENDMENT.  The agreements of Agent as
set forth in this Amendment are subject to the fulfillment of the following
conditions:

(a)  Receipt by Agent of a fully executed copy of this Eighth
Amendment, executed by the Company and the Required Lenders;

(b)  Receipt by Agent of evidence that all of the transactions
contemplated by this amendment have been completed; provided that
the Company may rely on this amendment as being enforceable in
undertaking such transactions;

(c)  Receipt by the Agent of a duly executed Certificate of
Secretary of the Company certifying as to the incumbency of the
officers of the Company and the board of directors resolutions
authorizing the execution and delivery of this Amendment and
related agreements and such other matters as Agent may required;
and

(d)  Receipt by the Agent of such other documents, instruments and
agreements as Agent may reasonably request in connection herewith
or in order to effectuate the matters described herein.

Section 5.     GENERAL

4

5.1. The Company hereby represents and warrants that (i) each of
the representations set forth in the Credit Agreement, as amended hereby (other
than those which specifically speak as of a date other than the date of this
Amendment), is true, correct and complete in all respects on the date hereof,
and (ii) no event has occurred and is continuing and no condition exists which
constitutes or, with the passage of time or the giving of notice, or both would
constitute a Default or an Event of Default under the Credit Agreement as
amended hereby.

5.2. The Company hereby represents and warrants that the execution
and delivery of this Amendment and all other documents and agreements, now or
hereafter entered into or delivered, and all other actions, now or hereafter
taken, by the Company in connection with this Amendment are within the corporate
power of the Company and have been duly authorized by all necessary corporate
action, and no further corporate action is necessary to authorize the execution
and delivery of this Amendment and all related documents or to make them, and
all of their respective terms and provisions, the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except as limited in bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally, and except as the remedy of specific performance or of
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.

5.3  This Amendment may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed an original, but all
of which together shall constitute one instrument.  In making proof of this
Amendment, it shall not be necessary to account for more than one counterpart
hereof signed by each of the parties hereto.  Except to the extent specifically
amended or supplemented hereby, all of the items, conditions and provisions of
the Credit Agreement shall remain unmodified, and the Credit Agreement, as
amended and supplemented by this Amendment, is confirmed as being in full force
and effect.

IN WITNESS WHEREOF, the parties hereto have executed this amendment under
seal as of the day first above-written by their respective officers, hereunto
duly authorized.

Guess ?, Inc.

By:   /s/ Roger A. Williams
-------------------------------------
Title:   EVP and CFO
----------------------------------

SIGNATURES CONTINUED ON NEXT PAGE

5

The First National Bank of Boston, as
Agent and Lender

By:   /s/ DEBRA L. ZURKA
-------------------------------------
Title:   Vice President
----------------------------------

Consented to in accordance with Section
9.7 of the Credit Agreement

Sanwa Bank California, as Co-Agent and
Lender

By:   /s/ NICOLE GARNIER
-------------------------------------
Title:   Vice President
----------------------------------

The Industrial Bank of Japan, Limited,
as Lender

By:    /s/ MASATAKE YASHIRO
-------------------------------------
Title:   General Manager
----------------------------------

Credit Lyonnais Los Angeles Branch, as
Lender

By:   /s/ DAVID L. MILLER
-------------------------------------
Title:   Vice President
----------------------------------

Sumitomo Bank of California, as Lender

By:   /s/ MATTHEW R. VAN STEENHUYSE
-------------------------------------
Title:   Vice President
----------------------------------

GUESS ?, INC.
1996 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

PAGE

1.   PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

3.   ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . .   4

4.   DURATION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . .   5

5.   SHARES OF STOCK SUBJECT TO THE PLAN. . . . . . . . . . . . . . . .   5

6.   MAXIMUM NUMBER OF SHARES PER ELIGIBLE INDIVIDUAL . . . . . . . . .   5

7.   ELIGIBLE INDIVIDUALS . . . . . . . . . . . . . . . . . . . . . . .   6

8.   STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .   6

9.   RESTRICTED STOCK AWARDS. . . . . . . . . . . . . . . . . . . . . .   8

10.  PERFORMANCE SHARE AWARDS . . . . . . . . . . . . . . . . . . . . .   9

11.  PERFORMANCE UNITS. . . . . . . . . . . . . . . . . . . . . . . . .  11

12.  STOCK APPRECIATION RIGHTS. . . . . . . . . . . . . . . . . . . . .  12

13.  TERMINATION OF EMPLOYMENT. . . . . . . . . . . . . . . . . . . . .  14

14.  NON-TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . .  16

15.  RECAPITALIZATION OR REORGANIZATION . . . . . . . . . . . . . . . .  16

16.  CHANGE IN CONTROL. . . . . . . . . . . . . . . . . . . . . . . . .  17

17.  AMENDMENT OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . .  17

18.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .  18

GUESS ?, INC.
1996 EQUITY INCENTIVE PLAN

1.   PURPOSE.  The purposes of the Guess ?, Inc. 1996 Equity Incentive
Plan (the "PLAN") are to attract, retain and motivate officers and other key
employees and consultants of Guess ?, Inc., a Delaware corporation (the
"COMPANY"), and its Subsidiaries (as hereinafter defined), to compensate them
for their contributions to the growth and profits of the Company and to
encourage ownership by them of stock of the Company.

2.   DEFINITIONS.  For purposes of the Plan, the following terms shall
be defined as follows:

"AFFILIATE" and "ASSOCIATE" have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.

"AWARD" means an award made pursuant to the terms of the Plan to an
Eligible Individual (as hereinafter defined) in the form of Stock Options,
Restricted Stock Awards, Performance Share Awards, Performance Units or
Stock Appreciation Rights.

"AWARD AGREEMENT" means a written agreement granting an Award, which
is executed by the Participant and by an officer on behalf of the Company,
and containing such terms and conditions as the Committee deems appropriate
and that are not inconsistent with the terms of the Plan.

"BENEFICIAL OWNER" has the meaning ascribed to such term in Rule 13d-3
promulgated under the Exchange Act.

"BOARD" means the Board of Directors of the Company.

A "CHANGE IN CONTROL" of the Company shall be deemed to have occurred
when (A) any Person (other than (x) the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of
the Company, or any person or entity organized, appointed or established by
the Company or any Subsidiary of the Company for or pursuant to the terms
of any such plan or (y) Maurice Marciano, Paul Marciano or Armand Marciano,
or any trust established in whole or in part for the benefit of one or more
of them or their family members, or any other entity controlled by one or
more of them), alone or together with its Affiliates and Associates
(collectively, an "ACQUIRING PERSON"), shall become the Beneficial Owner of
twenty percent (20%) or more of the then outstanding shares of Common Stock
or the Combined Voting Power of the Company (except pursuant to an offer
for all outstanding shares of Common Stock at a price and upon such terms
and conditions as a majority of the Continuing Directors determine to be in
the best interests of the Company and its shareholders (other than an
Acquiring Person on

2

whose behalf the offer is being made)), (B) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board, and any new director (other than a director who is a
representative or nominee of an Acquiring Person) whose election by the
Board or nomination for election by the Company's shareholders was approved
by a vote of at least a majority of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (collectively, the
"CONTINUING DIRECTORS"), cease for any reason to constitute a majority of
the Board, (C) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the Surviving Entity (as defined in Section 16 hereof) or any
Parent of such Surviving Entity) at least 80% of the Combined Voting Power
of the Company, such Surviving Entity or the Parent of such Surviving
Entity outstanding immediately after such merger or consolidation, or (D)
the shareholders of the Company approve a plan of reorganization (other
than a reorganization under the United States Bankruptcy Code) or complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets; PROVIDED,
HOWEVER, that a change in control shall not be deemed to have occurred in
the event of (x) a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct all or substantially
all of the business or businesses formerly conducted by the Company or
(y) any transaction undertaken for the purpose of incorporating the Company
under the laws of another jurisdiction, if such transaction does not
materially affect the beneficial ownership of the Company's capital stock.

"CODE" means the Internal Revenue Code of 1986, as amended, and the
applicable rulings and regulations thereunder.

"COMBINED VOTING POWER" means the combined voting power of the
Company's then outstanding voting securities.

"COMMITTEE" means the Compensation Committee of the Board, any
successor committee thereto or any other committee appointed by the Board
to administer the Plan; PROVIDED that, prior to the establishment of the
Compensation Committee of the Board, or the appointment by the Board of any
other committee to administer the Plan, "COMMITTEE" means the Board.  The
Committee shall consist of at least two individuals and shall serve at the
pleasure of the Board.

"COMMON STOCK" means the Common Stock, par value $.01 per share, of
the Company.

3

"DISABILITY" means, with respect to any Participant, that, as a result
of incapacity due to physical or mental illness, such Participant is, or is
reasonably likely to become, unable to perform his or her duties for more
than six (6) consecutive months or six (6) months in the aggregate during
any twelve (12) month period.

"ELIGIBLE INDIVIDUALS" means the individuals described in Section 7
who are eligible for Awards under the Plan.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the applicable rulings and regulations thereunder.

"FAIR MARKET VALUE" means, on any given date, the closing price of the
shares of Common Stock, as reported on the New York Stock Exchange for such
date or, if Common Stock was not traded on such date, on the next preceding
day on which Common Stock was traded; PROVIDED that if the Common Stock is
not then traded on the New York Stock Exchange, Fair Market Value means the
fair market value thereof as of the relevant date of determination as
determined in accordance with a valuation methodology approved by the
Committee.

"INCENTIVE STOCK OPTION" means a Stock Option which is an "incentive
stock option" within the meaning of Section 422 of the Code and designated
by the Committee as an Incentive Stock Option in an Award Agreement.

"NONQUALIFIED STOCK OPTION" means a Stock Option which is not an
Incentive Stock Option.

"PARENT" means any corporation which is a "parent corporation" within
the meaning of Section 424(e) of the Code with respect to the relevant
entity.

"PARTICIPANT" means an Eligible Individual to whom an Award has been
granted under the Plan.

"PERFORMANCE SHARE AWARD" means a conditional Award of shares of
Common Stock granted to an Eligible Individual pursuant to Section 10
hereof.

"PERFORMANCE UNIT" means a conditional Award to receive all or some
portion of the appreciation on shares of Common Stock granted to an
Eligible Individual pursuant to Section 11 hereof.

"PERSON" means any person, entity or "group" within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

4

"RESTRICTED STOCK AWARD" means an Award of shares of Common Stock
granted to an Eligible Individual pursuant to Section 9 hereof.

"RETIREMENT" means retirement from active employment with the Company
and its Subsidiaries on or after the attainment of age 55, or such other
retirement date as may be approved by the Committee for purposes of the
Plan and specified in the applicable Award Agreement.

"STOCK APPRECIATION RIGHT" means an Award to receive all or some
portion of the appreciation on shares of Common Stock granted to an
Eligible Individual pursuant to Section 12 hereof.

"STOCK OPTION" means an Award to purchase shares of Common Stock
granted to an Eligible Individual pursuant to Section 8 hereof.

"SUBSIDIARY" means (i) any corporation which is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code with respect
to the Company or (ii) any other corporation or other entity in which the
Company, directly or indirectly, has an equity or similar interest and
which the Committee designates as a Subsidiary for the purposes of the
Plan.

"TEN PERCENT SHAREHOLDER" means an Eligible Individual who, at the
time an Incentive Stock Option is to be granted to him or her, owns (within
the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company, or of a Parent or a Subsidiary.

3.   ADMINISTRATION OF THE PLAN.

(a)  The Plan shall be administered by the Committee, and the
Committee shall make the determinations set forth in this subsection 3(a), based
on the recommendations of the Company's management; PROVIDED, HOWEVER, that with
respect to any Participant the deductibility of whose Award may, in the
reasonable belief of the Committee, be subject to the deduction limitation of
Section 162(m) of the Code, the Committee shall exercise sole discretion
regarding administration of the Plan and the determinations set forth in this
subsection 3(a).  The Committee shall have full power and authority, subject to
the express provisions hereof, (i) to select Participants from the Eligible
Individuals, (ii) to make Awards in accordance with the Plan, (iii) to determine
the number of Shares subject to each Award or the cash amount payable in
connection with an Award, (iv) to determine the terms and conditions of each
Award, including, without limitation, those related to vesting, forfeiture,
payment and exercisability, and including the authority to amend the terms and
conditions of an Award after the granting thereof to a Participant in a manner
that is not prejudicial to the

5

rights of such Participant in such Award, (v) to specify and approve the
provisions of the Award Agreements delivered to Participants in connection with
their Awards, (vi) to construe and interpret any Award Agreement delivered under
the Plan, (vii) to prescribe, amend and rescind rules and procedures relating to
the Plan, (viii) to vary the terms of Awards to take account of tax, securities
law and other regulatory requirements of foreign jurisdictions and (ix) to make
all other determinations and to formulate such procedures as may be necessary or
advisable for the administration of the Plan.

(b)  The Committee shall have full power and authority, subject to the
express provisions hereof, to construe and interpret the Plan.

(c)  All determinations by the Committee in carrying out and
administering the Plan and in construing and interpreting the Plan shall be
final, binding and conclusive for all purposes and upon all persons interested
herein.

(d)  No member of the Committee shall be liable for anything
whatsoever in connection with the administration of the Plan except such
person's own willful misconduct.  Under no circumstances shall any member of the
Committee be liable for any act or omission of any other member of the
Committee.  In the performance of its functions with respect to the Plan, the
Committee shall be entitled to rely upon information and advice furnished by the
Company's officers, the Company's accountants, the Company's counsel and any
other party the Committee deems necessary, and no member of the Committee shall
be liable for any action taken or not taken in reliance upon any such advice.

4.   DURATION OF PLAN.  The Plan shall remain in effect until
terminated by the Board of Directors and thereafter until all Awards granted
under the Plan are satisfied by the issuance of shares of Common Stock or the
payment of cash or are terminated under the terms of the Plan or under the Award
Agreement entered into in connection with the grant thereof.  Notwithstanding
the foregoing, no Awards may be granted under the Plan after the tenth
anniversary of the Effective Date (as defined in Section 18(l)).

5.   SHARES OF STOCK SUBJECT TO THE PLAN.  Subject to adjustment as
provided in Section 15(b) hereof, the number of shares of Common Stock that may
be issued under the Plan pursuant to Awards shall not exceed, in the aggregate,
4,500,000 shares.  Such shares may be either authorized but unissued shares,
treasury shares or any combination thereof.  Any shares subject to an Award
which lapses, expires or is otherwise terminated without the issuance of such
shares may again be available for purposes of the Plan.

6.   MAXIMUM NUMBER OF SHARES PER ELIGIBLE INDIVIDUAL.   In accordance
with the requirements under Section 162(m) of the Code, no Eligible Individual
shall receive grants of Stock Options and SARs with respect to an aggregate of
more than 500,000 shares of Common Stock in any Plan year.

6

7.   ELIGIBLE INDIVIDUALS.  Awards may be granted by the Committee to
individuals ("ELIGIBLE INDIVIDUALS") who are officers or other key employees or
consultants of the Company or a Subsidiary with the potential to contribute to
the future success of the Company or its Subsidiaries.  Awards shall not be
affected by any change of duties or positions so long as the holder continues to
be an employee or consultant of the Company or of a Subsidiary.

8.   STOCK OPTIONS.  Stock Options granted under the Plan may be in
the form of Incentive Stock Options or Nonqualified Stock Options; PROVIDED that
only employees may be granted Incentive Stock Options.  Stock Options granted
under the Plan shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem appropriate:

(a)  AWARD AGREEMENT.  Stock Options shall be evidenced by an Award
Agreement in such form and containing such terms and conditions as the
Committee deems appropriate and which are not inconsistent with the terms
of the Plan.

(b)  TERMS OF STOCK OPTIONS GENERALLY.  Subject to the terms of the
Plan and the applicable Award Agreement, each Stock Option shall entitle
the Participant to whom such Stock Option was granted to purchase, upon
payment of the relevant exercise price, the number of shares of Common
Stock specified in the Award Agreement.

(c)  EXERCISE PRICE.  The exercise price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at
the time of grant and set forth in the Award Agreement; PROVIDED, HOWEVER,
that with respect to Incentive Stock Options, the exercise price shall not
be less than one hundred percent (100%) of the Fair Market Value of a share
of Common Stock on the date of grant (110% in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder).  The exercise price for
any Stock Options granted concurrently with the initial public offering
will be equal to the initial public offering price.

(d)  OPTION TERM.  The term of each Stock Option shall be fixed by the
Committee and set forth in the Award Agreement; PROVIDED, HOWEVER, that a
Stock Option shall not be exercisable after the expiration of ten (10)
years after the date the Stock Option is granted (five (5) years in the
case of an Incentive Stock Option granted to a Ten Percent Shareholder).

(e)  EXERCISABILITY.  A Stock Option shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by
the  Committee; PROVIDED that a Stock Option shall be freely exercisable
within 5 years

7

after the date on which such Stock Option is granted; PROVIDED FURTHER that
notwithstanding any other provision of the Plan, no Stock Option granted
prior to August 15, 1996 shall be exercisable during the first six (6)
months after the date such Stock Option is granted.  In no case may a Stock
Option be exercised as to less than 100 shares at any one time (or the
remaining shares covered by the Stock Option if less than 100) during the
term of the Stock Option.  Only whole shares shall be issued pursuant to
the exercise of any Stock Option.The Committee may provide that Stock
Options shall be exercisable in whole or in part based upon length of
service or attainment of specified performance criteria.  Subject to the
first sentence of this paragraph, the Committee, in its sole discretion,
may provide for the acceleration of vesting of a Stock Option, in whole or
in part, based on such factors or criteria (including specified performance
criteria) as the Committee may determine.

(f)  METHOD OF EXERCISE.  A Stock Option may be exercised, in whole or
in part, by giving written notice of exercise to the Secretary of the
Company specifying the number of shares to be purchased, and containing any
representations required by the Committee.  Such notice shall be
accompanied by payment in full of the exercise price either by cash,
certified or bank check, or other instrument acceptable to the Committee.
As determined by the Committee in its sole discretion, payment of the
exercise price may also be made in full or in part by tendering to the
Company shares of Common Stock (having a Fair Market Value as of the date
of exercise of such Stock Option equal to the exercise price (or such
portion thereof)).  Common Stock used to pay the exercise price may be
shares that are already owned by the  Participant, or the Company may
withhold shares of Common Stock that would otherwise have been received by
the Participant upon exercise of the Stock Option.  In its discretion, in
accordance with rules and procedures established by the Committee for this
purpose, the Committee may also permit a Participant to exercise an Option
through a "cashless exercise" procedure approved by the Committee involving
a broker or dealer approved by the Committee, provided that the Participant
has delivered an irrevocable notice of exercise (the "NOTICE") to the
broker or dealer and such broker or dealer agrees:  (A) to sell immediately
the number of shares of Common Stock specified in the Notice to be acquired
upon exercise of the Option in the ordinary course of its business, (B) to
pay promptly to the Company the aggregate exercise price (plus the amount
necessary to satisfy any applicable tax liability) and (C) to pay to the
Participant the balance of the proceeds of the sale of such shares over the
amount determined under clause (B) of this sentence, less applicable
commissions and fees; PROVIDED, HOWEVER, that the Committee may modify the
provisions of this sentence to the extent necessary to conform the exercise
of the Option to Regulation T under the Exchange Act or any other
applicable rules.  The manner in which the exercise price may be paid may
be subject to certain conditions specified by the Committee, including,
without limitation, conditions intended to avoid the imposition of
liability against the individual under Section 16 of the

8

Exchange Act.  If requested by the Committee, the Participant shall deliver
the Award Agreement evidencing an exercised Stock Option to the Secretary
of the Company, who shall endorse thereon a notation of such exercise and
return such Award Agreement to the Participant exercising the Option.  No
fractional shares (or cash in lieu thereof) shall be issued upon exercise
of a Stock Option and the number of shares that may be purchased upon
exercise shall be rounded to the nearest number of whole shares.

(g)  RIGHTS AS SHAREHOLDER.  A Participant shall have no rights as a
shareholder with respect to any shares of Common Stock issuable upon
exercise of a Stock Option until a certificate or certificates evidencing
the shares of Common Stock shall have been issued to the Participant and,
subject to Section 15(b), no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the record
date is prior to the date on which the Participant shall become the holder
of record thereof.

(h)  SPECIAL RULE FOR INCENTIVE STOCK OPTIONS.  With respect to
Incentive Stock Options granted under the Plan, if the aggregate Fair
Market Value (determined as of the date the Incentive Stock Option is
granted) of the number of shares with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any
calendar year under all plans of the Company or a Parent or Subsidiary
exceeds One Hundred Thousand Dollars ($100,000) or such other limit as may
be required by the Code, such Incentive Stock Options shall be treated, to
the extent of such excess, as Nonqualified Stock Options.

9.   RESTRICTED STOCK AWARDS.  Restricted Stock Awards granted under
the Plan shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the Plan, as
the Committee shall deem appropriate:

(a)  AWARD AGREEMENT.  Restricted Stock Awards shall be evidenced by
an Award Agreement in such form and containing such restrictions, terms and
conditions as the Committee deems appropriate and which are not
inconsistent with the terms of the Plan, including, without limitation,
restrictions on the sale, assignment, transfer or other disposition of such
shares and provisions requiring that a Participant forfeit such shares upon
a termination of employment for specified reasons within a specified period
of time.

(b)  TERMS OF RESTRICTED STOCK AWARDS GENERALLY.  Restricted Stock
Awards may be granted under the Plan in such form as the Committee may from
time to time approve.  Restricted Stock Awards

9

may be granted for no consideration or such consideration as the Committee
deems appropriate.   Restricted Stock Awards may be granted alone or in
addition to other Awards under the Plan.  Subject to the terms of the Plan,
the Committee shall determine the number of shares of Common Stock subject
to each Restricted Stock Award granted to a Participant, and the Committee
may impose different terms and conditions on any particular Restricted
Stock Award granted to any Participant.  Subject to the following sentence,
the Committee, in its sole discretion, may provide for the lapse of
restrictions in installments and may waive or accelerate such restrictions
in whole or in part, based on such factors or criteria, including specified
performance criteria, as the Committee may determine.  With respect to
Restricted Stock Awards made prior to August 15, 1996, a Participant may
not sell, assign, transfer, pledge, encumber or otherwise dispose of shares
of Common Stock received under such a Restricted Stock Award during the
six-month period commencing on the date of the Award.  Upon expiration of
any applicable restriction period or lapse of any restrictions, the
Participant shall be vested in the Restricted Stock Award, or applicable
portion thereof.

(c)  EVIDENCE OF OWNERSHIP.  Each Participant receiving a Restricted
Stock Award shall be issued a certificate or certificates in respect of
such shares of Common Stock at the time of grant.  Such certificate shall
be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Award.  The Committee may require that the certificate
or certificates evidencing such shares be held in custody by the Company
until the restrictions thereon shall have lapsed, and that, as a condition
of any Restricted Stock Award, the Participant shall have delivered a stock
power, endorsed in blank, relating to the Common Stock covered by such
Award.

(d)  RIGHTS AS SHAREHOLDER.  Except as otherwise provided by the
Committee in its sole discretion, a Participant shall have, with respect to
the shares of Common Stock received under a Restricted Stock Award, all of
the rights of a shareholder of the Company, including the right to vote the
shares and the right to receive any cash dividends.  Stock dividends issued
with respect to shares covered by a Restricted Stock Award shall be treated
as additional shares under the Restricted Stock Award and shall be subject
to the same restrictions and other terms and conditions that apply to the
shares with respect to which such dividends are issued.

10.  PERFORMANCE SHARE AWARDS.  Performance Share Awards granted under
the Plan shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the Plan, as
the Committee shall deem appropriate:

(a)  AWARD AGREEMENT.  Performance Share Awards shall be evidenced by
an Award Agreement in such form and containing such terms and conditions as
the Committee deems appropriate and which are not inconsistent with the
terms of the

10

Plan.  Each Award Agreement shall set forth the number of shares of Common
Stock to be received by a Participant upon satisfaction of certain
specified performance criteria and subject to such other terms and
conditions as the Committee deems appropriate.

(b)  TERMS OF PERFORMANCE SHARE AWARDS GENERALLY.  Performance Share
Awards may be granted under the Plan in such form as the Committee may from
time to time approve.  Performance Share Awards may be granted for no
consideration or such consideration as the Committee deems appropriate.
Performance Share Awards may be granted alone or in addition to other
Awards under the Plan.  Subject to the terms of the Plan, the Committee
shall determine the number of shares of Common Stock subject to each
Performance Share Award granted to a Participant.

(c)  PERFORMANCE GOALS.  Performance Share Awards shall provide that,
in order for a Participant to be entitled to receive shares of Common Stock
under such Award, the Company, a Subsidiary and/or the Participant must
achieve certain specified performance goals ("PERFORMANCE GOALS") over a
designated performance period ("PERFORMANCE PERIOD").  The Performance
Goals and Performance Period shall be established by the Committee in its
sole discretion.  The Committee shall establish the Performance Goals for
each Performance Period before, or as soon as practicable after, the
commencement of the Performance Period.  In setting Performance Goals, the
Committee may use such measures as net earnings, operating earnings or
income, absolute and/or relative return on equity or assets, earnings per
share, cash flow, pretax profits, earnings growth, revenue growth,
comparison to peer companies, any  combination of the foregoing, or such
other measure or measures of performance, including individual measures of
performance, in such manner as it deems appropriate.  Prior to the end of a
Performance Period, with respect to any Participant the deductibility of
whose Performance Award will not, in the reasonable belief of the
Committee, be subject to the deduction limitation of Section 162(m) of the
Code, the Committee may, in its discretion, adjust the performance
objectives to reflect a Change in Capitalization (as hereinafter defined)
or any other event which may materially affect the performance of the
Company, a Subsidiary or a division, including, but not limited to, market
conditions or a significant acquisition or disposition of assets or other
property by the Company, a Subsidiary or a division.  With respect to any
Participant, the deductibility of whose Performance Award may, in the
reasonable belief of the Committee, be subject to the deduction limitation
of Section 162(m) of the Code, the Committee shall not be entitled to
exercise the discretion conferred upon it in the preceding sentence to the
extent the existence or exercise of such discretion would result in a loss
of tax deductibility under such Section 162(m) of the Code.  The extent to
which a Participant is entitled to payment of a Performance Share Award at
the end of the Performance Period shall be determined by the Committee, in
its sole discretion, based on the Committee's

11

determination of whether the Performance Goals established by the Committee
in the granting of such Performance Share Award have been met.

(d)  PAYMENT OF AWARDS.  Payment in settlement of a Performance Share
Award shall be made as soon as practicable following the conclusion of the
respective Performance Period, or at such other time as the Committee shall
determine, in shares of Common Stock.

(e)  RIGHTS AS SHAREHOLDER.  Except as otherwise provided by the
Committee in the applicable Award Agreement, a Participant shall have no
rights as a shareholder with respect to a Performance Share Award until a
certificate or certificates evidencing the shares of Common Stock shall
have been issued to the Participant following the conclusion of the
Performance Period, and, subject to Section 15(b), no adjustment shall be
made for dividends or distributions or other rights in respect of any share
for which the record date is prior to the date on which the Participant
shall become the holder of record thereof.

11.  PERFORMANCE UNITS.  Awards of Performance Units shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem appropriate:

(a)  AWARD AGREEMENT.  Awards of Performance Units shall be evidenced
by an Award Agreement in such form and containing such terms and conditions
as the Committee deems appropriate and which are not inconsistent with the
terms of the Plan.

(b)  TERMS OF PERFORMANCE UNITS GENERALLY.  Each Performance Unit
shall entitle the Participant to whom such Performance Unit was granted to
receive, upon satisfaction of certain specified performance criteria and
subject to such other terms and conditions as the Committee deems
appropriate, the amount specified in Section 11(d).  Performance Units may
be granted alone or in addition to other Awards under the Plan.

(c)  PERFORMANCE GOALS.  Awards of Performance Units shall provide
that, in order for a Participant to be entitled to payment under such
Award, the Company, a Subsidiary and/or the Participant must achieve
certain specified Performance Goals over a designated Performance Period.
The Performance Goals and Performance Period shall be established by the
Committee in its sole discretion.  The Committee shall establish the
Performance Goals for each Performance Period before, or as soon as
practicable after, the commencement of the Performance Period.  In setting
Performance Goals, the Committee may use such measures as net earnings,
operating earnings or income, absolute and/or relative return on equity or
assets, earnings per

12

share, cash flow, pretax profits, earnings growth, revenue growth,
comparison to peer companies, any combination of the foregoing, or such
other measure or measures of performance, including individual measures of
performance, in such manner as it deems appropriate.  Prior to the end of a
Performance Period, with respect to any Participant the deductibility of
whose Performance Unit Awards will not, in the reasonable belief of the
Committee, be subject to Section 162(m) of the Code, the Committee may, in
its discretion, adjust the performance objectives to reflect a Change in
Capitalization (as hereinafter defined) or any other event which may
materially affect the performance of the Company, a Subsidiary or a
division, including, but not limited to, market conditions or a significant
acquisition or disposition of assets or other property by the Company, a
Subsidiary or a division with respect to any Participant, the deductibility
of whose Performance Unit Award may, in the reasonable belief of the
Committee, be subject to Section 162(m) of the Code, the Committee shall
not be entitled to exercise the discretion conferred upon it in the
preceding sentence to the extent the existence or exercise of such
discretion would result in a loss of tax deductibility under such Section
162(m) of the Code.  The extent to which a Participant is entitled to
payment of a Performance Unit Award at the end of the Performance Period
shall be determined by the Committee, in its sole discretion, based on the
Committee's determination of whether the Performance Goals established by
the Committee in the granting of such Performance Unit Award have been met.

(d)  PAYMENT OF AWARDS.  Payment in settlement of a Performance Unit
Award shall be made as soon as practicable following the conclusion of the
respective Performance Period, or at such other time as the Committee shall
determine, in cash.  The amount of any such payment shall be determined by
multiplying (i) the difference between the Fair Market Value of one share
of Common Stock on the relevant date and the price per share specified for
the Performance Unit by (ii) the number of Performance Units.
Notwithstanding the foregoing, the Committee may limit in any manner the
amount payable with respect to any Performance Unit by including such a
limit in the Award Agreement at the time the Performance Unit is granted.

(e)  RIGHTS AS SHAREHOLDER.  A Participant shall have no rights as a
shareholder with respect to an Award of Performance Units.

12.  STOCK APPRECIATION RIGHTS.  Stock Appreciation Rights granted
under the Plan shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem appropriate.

(a)  AWARD AGREEMENT.  Stock Appreciation Rights shall be evidenced by
an Award Agreement in such form and containing such terms and conditions as
the

13

Committee deems appropriate and which are not inconsistent with the terms
of the Plan.

(b)  TERMS OF STOCK APPRECIATION RIGHTS GENERALLY.  Subject to the
terms of the Plan and the applicable Award Agreement, each Stock
Appreciation Right shall entitle the Participant to whom such Stock
Appreciation Right was granted to receive, upon exercise thereof, the
amount specified in Section 12(e).  A Stock Appreciation Right may be
granted alone or in addition to other Awards, or in tandem with a Stock
Option.  If granted in tandem with a Stock Option, a Stock Appreciation
Right shall cover the same number of shares of Common Stock as covered by
the Stock Option (or such lesser number of shares as the Committee may
determine).

(c)  EXERCISE PRICE.  The exercise price per share of Common Stock
subject to a Stock Appreciation Right shall be determined by the Committee
at the time of grant and set forth in the Award Agreement.

(d)  EXERCISE.  A Stock Appreciation Right may be exercised by a
Participant in accordance with procedures established by the Committee,
except that in no event shall a Stock Appreciation Right granted prior to
August 15, 1996 be exercisable within the first six (6) months after the
date such Stock Appreciation Right is granted, or in the case of a Stock
Appreciation Right granted prior to August 15, 1996 and in tandem with a
Stock Option, within the first six (6) months after the date of grant of
the related Stock Option.  A Stock Appreciation Right granted in tandem
with a Stock Option shall be exercisable only at such time or times and to
the extent the related Stock Option shall be exercisable, and shall have
the same term and exercise price as the related Stock Option.  A Stock
Appreciation Right unrelated to a Stock Option shall contain such terms and
conditions as to exercisability (subject to the first sentence of this
Section 12(d)) and duration as the Committee shall determine, but in no
event shall any such Stock Appreciation Right have a term of greater than
ten (10) years.  The Committee, in its sole discretion, may provide for the
acceleration of vesting of a Stock Appreciation Right, in whole or in part,
based on such factors or criteria (including specified performance
criteria) as the Committee may determine.  Upon exercise of a Stock
Appreciation Right granted in tandem with a Stock Option, the related Stock
Option shall be cancelled automatically to the extent of the number of
shares covered by such exercise, and such shares shall no longer be
available for grant under the Plan.  If the related Stock Option is
exercised as to some or all of the shares covered by the tandem grant, the
related Stock Appreciation Right shall be cancelled automatically to the
extent of the number of shares covered by the Stock Option exercise.  A
Stock Appreciation Right granted in tandem with an Incentive Stock Option
may be exercised only when the Fair Market Value of the Common Stock
subject to the Incentive Stock Option exceeds the exercise price of such
Stock Option.

14

(e)  AMOUNT OF PAYMENT.  In the event a Participant exercises a Stock
Appreciation Right, such Participant shall be entitled to receive an amount
determined by multiplying (a) the difference between the Fair Market Value
of one share of Common Stock on the date of exercise and the exercise price
per share specified for the Stock Appreciation Right by (b) the number of
shares in respect of which the Stock Appreciation Right shall have been
exercised.  Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to any Stock Appreciation Right by
including such a limit in the Award Agreement at the time the Stock
Appreciation Right is granted.

(f)  FORM OF PAYMENT.  Payment upon exercise of a Stock Appreciation
Right shall be made in cash, in shares of Common Stock, or some combination
thereof, as the Committee shall determine in its sole discretion.

(g)  RIGHTS AS SHAREHOLDER.  A Participant shall have no rights as a
shareholder with respect to any Stock Appreciation Right unless and until a
certificate or certificates evidencing shares of Common Stock are issued to
the Participant as payment upon exercise of such Stock Appreciation Right,
and, subject to Section 15(b), no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the record
date is prior to the date on which the Participant shall become the holder
of record thereof.

(h)  LIMITED STOCK APPRECIATION RIGHTS.  The Committee may grant to an
Eligible Individual a Stock Appreciation Right (a "LIMITED STOCK
APPRECIATION RIGHT") pursuant to which the Participant shall have the right
to surrender such Limited Stock Appreciation Right or any portion thereof
to the Company within thirty (30) days following a Change in Control and to
receive from the Company in exchange therefor a cash payment in an amount
equal to (a) the number of shares of Common Stock under the Limited Stock
Appreciation Right or portion thereof which is being exercised, multiplied
by (b) the excess of (i) the greater of (A) the highest price per share of
Common Stock paid in connection with the Change in Control or (B) the
highest Fair Market Value per share of Common Stock in the 90 day period
preceding such Change in Control, over (ii) the Fair Market Value of a
share of Common Stock on the date the Limited Stock Appreciation Right was
granted as set forth in the Award Agreement.  Limited Stock Appreciation
Rights granted under the Plan shall contain such additional terms and
conditions, not inconsistent with the Plan, as the Committee deems
appropriate.

13.  TERMINATION OF EMPLOYMENT.

(a)  DISABILITY OR RETIREMENT.  Except as may otherwise be provided by
the Committee in its sole discretion at the time of grant or subsequent thereto,
if a Participant's

15

employment with the Company and its Subsidiaries terminates by reason of
Disability or Retirement, (i) any Stock Option or Stock Appreciation Right held
by the Participant may thereafter be exercised, to the extent it was exercisable
on the date of termination, for a period (the "EXERCISE PERIOD") of one year
from the date of such Disability or Retirement or until the expiration of the
stated term of the Stock Option or Stock Appreciation Right, whichever period is
shorter, and to the extent not exercisable on the date of termination of
employment, such Stock Option or Stock Appreciation Right shall be forfeited;
PROVIDED, HOWEVER, that if a Participant terminates employment by reason of
Retirement and such Participant holds an Incentive Stock Option, the Exercise
Period shall not exceed the shorter of three months from the date of Retirement
and the remainder of the stated term of such Incentive Stock Option; PROVIDED
FURTHER, HOWEVER, that if the Participant dies during the Exercise Period, any
unexercised Stock Option or Stock Appreciation Right held by such Participant
may thereafter be exercised to the extent it was exercisable on the date of
Disability or Retirement, by the legal representative of the estate or legatee
of the Participant under the will of the Participant, for a period of one year
from the date of such death or until the expiration of the stated term of such
Stock Option or Stock Appreciation Right, whichever period is shorter (or, in
the case of an Incentive Stock Option, for a period equal to the remainder of
the Exercise Period), and (ii) if such termination is prior to the end of any
applicable restriction period (with respect to a Restricted Stock Award) or
Performance Period (with respect to a Performance Share Award or a Performance
Unit Award), the number of shares of Common Stock subject to such Award which
have not been earned or the corresponding Award payment, as the case may be, as
of the date of Disability or Retirement shall be forfeited.  In determining
whether to exercise its discretion under the first sentence of this
Section 13(a) with respect to an Incentive Stock Option the Committee may
consider the provisions of Section 422 of the Code.

(b)  OTHER TERMINATIONS.  Unless the Committee determines otherwise in
its sole discretion at the time of grant or subsequent thereto, if a
Participant's employment with the Company and its Subsidiaries terminates for
any reason other than death, Disability or Retirement, (i) any Stock Option or
Stock Appreciation Right held by the Participant may thereafter be exercised, to
the extent it was exercisable on the date of termination, for a period of sixty
(60) days from the date of such termination of employment or until the
expiration of the stated term of such Stock Option or Stock Appreciation Right,
whichever period is shorter, and to the extent not exercisable on the date of
termination of employment, such Stock Option or Stock Appreciation Right shall
be forfeited, and (ii) if such termination is prior to the end of any applicable
restriction period (with respect to a Restricted Stock Award) or Performance
Period (with respect to a Performance Share Award or a Performance Unit Award),
the number of shares of Common Stock subject to such Award which have not been
earned or the corresponding Award payment, as the case may be, as of the date of
such termination of employment shall be forfeited.  In determining whether to
exercise its discretion under the first sentence of this Section 13(c) with
respect to an

16

Incentive Stock Option, the Committee may consider the provisions of Section 422
of the Code.

14.  NON-TRANSFERABILITY.  No Award granted under the Plan or any
rights or interests therein shall be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of except by will or by the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
"qualified domestic relations order" ("QDRO") as defined in the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended, and the
rules and regulations thereunder; PROVIDED, HOWEVER, that the Committee may,
subject to such terms and conditions as the Committee shall specify, permit the
transfer of an Award granted after August 15, 1996 that is not an Incentive
Stock Option to a Participant's family members or to one or more trusts
established in whole or in part for the benefit of one or more of such family
members; PROVIDED FURTHER that the restrictions in this sentence shall not apply
to the shares received in connection with an Award after the date that the
restrictions on transferability of such shares set forth in the applicable Award
Agreement have lapsed.  During the lifetime of a Participant, a Stock Option or
Stock Appreciation Right shall be exercisable only by, and payments in
settlement of Awards shall be payable only to, the Participant or, if
applicable, the "alternate payee" under a QDRO or the family member or trust to
whom such Stock Option, Stock Appreciation Award or other Award has been
transferred in accordance with the previous sentence.

15.  RECAPITALIZATION OR REORGANIZATION.

(a)  The existence of the Plan, the Award Agreements and the Awards
granted hereunder shall not affect or restrict in any way the right or power of
the Company or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

(b)  Notwithstanding any provision of the Plan or any Award Agreement,
in the event of any change in the outstanding Common Stock by reason of a stock
dividend, recapitalization, reorganization, merger, consolidation, stock split,
combination or exchange of shares (a "CHANGE IN CAPITALIZATION"), (i) such
proportionate adjustments as may be necessary (in the form determined by the
Committee in its sole discretion) to reflect such change shall be made to
prevent dilution or enlargement of the rights of Participants under the Plan
with respect to the aggregate number of shares of Common Stock for which Awards
in respect thereof may be granted under the Plan, the number of shares of Common
Stock

17

covered by each outstanding Award, and the exercise or Award prices in respect
thereof and (ii) the Committee may make such other adjustments, consistent with
the foregoing, as it deems appropriate in its sole discretion.

16.  CHANGE IN CONTROL.  In the event of a Change in Control and
except as the Committee (as constituted immediately prior to such Change in
Control) may otherwise determine in its sole discretion, (i) all Stock Options
or Stock Appreciation Rights then outstanding shall become fully exercisable as
of the date of the Change in Control, whether or not then exercisable, (ii) all
restrictions and conditions of all Restricted Stock Awards then outstanding
shall lapse as of the date of the Change in Control, (iii) all Performance Share
Awards and Performance Unit Awards shall be deemed to have been fully earned as
of the date of the Change in Control, and (iv) in the case of a Change in
Control involving a merger of, or consolidation involving, the Company in which
the Company is (A) not the surviving corporation (the "SURVIVING ENTITY") or (B)
becomes a wholly owned subsidiary of the Surviving Entity or any Parent thereof,
each outstanding Stock Option granted under the Plan and not exercised (a
"PREDECESSOR OPTION") will be converted into an option (a "SUBSTITUTE OPTION")
to acquire common stock of the Surviving Entity or its Parent, which Substitute
Option will have substantially the same terms and conditions as the Predecessor
Option, with appropriate adjustments as to the number and kind of shares and
exercise prices.  Notwithstanding the preceding sentence, any Award granted
prior to August 15, 1996 and within six (6) months of a Change in Control shall
not be afforded any such acceleration as to exercise, vesting and payment rights
or lapsing as to conditions or restrictions.

17.  AMENDMENT OF THE PLAN.  The Board or Committee may at any time
and from time to time terminate, modify, suspend or amend the Plan in whole or
in part, except that no termination, modification, suspension or amendment shall
be effective without shareholder approval if such approval is required to comply
with Rule 16b-3 under the Exchange Act, Section 162(m) of the Code, or to comply
with any other law, regulation or stock exchange rule.  No termination,
modification, suspension or amendment of the Plan shall, without the consent of
a Participant to whom any Awards shall previously have been granted, adversely
affect his or her rights under such Awards.  Notwithstanding any provision
herein to the contrary, the Board or Committee shall have broad authority to
amend the Plan or any Stock Option to take into account changes in applicable
tax laws, securities laws, accounting rules and other applicable state and
federal laws.

18.  MISCELLANEOUS.

(a)  TAX WITHHOLDING.  (i)  No later than the date as of which an
amount first becomes includable in the gross income of the Participant for
applicable income tax purposes with respect to any award under the Plan, the
Participant shall pay to the Company or make arrangements satisfactory to the
Committee regarding the payment of any federal,

18

state or local taxes of any kind required by law to be withheld with respect to
such amount.  Unless otherwise determined by the Committee, in accordance with
rules and procedures established by the Committee, the minimum required
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement.  The
obligation of the Company under the Plan shall be conditioned upon such payment
or arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.

(ii) The applicable Award Agreement for an Incentive Stock Option
shall provide that if a Participant makes a disposition, within the meaning of
Section 424(c) of the Code and the regulations promulgated thereunder, of any
share of Common Stock issued to such Participant pursuant to the exercise of an
Incentive Stock Option within the two-year period commencing on the day after
the date of the grant or within the one-year period commencing on the day after
the date of transfer of such share of Common Stock to the Participant pursuant
to such exercise, the Participant shall, within ten (10) days of such
disposition, notify the Company thereof, by delivery of written notice to the
Company at its principal executive office.

(b)  LOANS.  On such terms and conditions as shall be approved by the
Committee, the Company may directly or indirectly lend money to a Participant to
accomplish the purposes of the Plan, including to assist such Participant to
acquire or carry shares of Common Stock acquired upon the exercise of Stock
Options granted hereunder, and the Committee may also separately lend money to
any Participant to pay taxes with respect to any of the transactions
contemplated by the Plan.

(c)  NO RIGHT TO GRANTS OR EMPLOYMENT.  No Eligible Individual or
Participant shall have any claim or right to receive grants of Awards under the
Plan.  Nothing in the Plan or in any Award or Award Agreement shall confer upon
any employee of the Company or any Subsidiary any right to continued employment
with the Company or any Subsidiary, as the case may be, or interfere in any way
with the right of the Company or a Subsidiary to terminate the employment of any
of its employees at any time, with or without cause.

(d)  UNFUNDED PLAN.  The Plan is intended to constitute an unfunded
plan for incentive compensation.  With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.  In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or payments in lieu thereof with respect to awards
hereunder.

19

(e)  OTHER EMPLOYEE BENEFIT PLANS.  Payments received by a Participant
under any Award made pursuant to the provisions of the Plan shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan or similar arrangement provided by the Company.

(f)  SECURITIES LAW RESTRICTIONS.  The Committee may require each
Eligible Individual purchasing or acquiring shares of Common Stock pursuant to a
Stock Option or other Award under the Plan to represent to and agree with the
Company in writing that such Eligible Individual is acquiring the shares for
investment and not with a view to the distribution thereof.  All certificates
for shares of Common Stock delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, the New York Stock Exchange or any other exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.  No shares
of Common Stock shall be issued hereunder unless the Company shall have
determined that such issuance is in compliance with, or pursuant to an exemption
from, all applicable federal and state securities laws.

(g)  COMPLIANCE WITH RULE 16B-3.  (i)  The Plan is intended to comply
with Rule 16b-3 under the Exchange Act or its successors under the Exchange Act
and the Committee shall interpret and administer the provisions of the Plan or
any Award Agreement in a manner consistent therewith.  To the extent any
provision of the Plan or Award Agreement or any action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.  Moreover, in the event the Plan or an Award
Agreement does not include a provision required by Rule 16(b)(3) to be stated
therein, such provision (other than one relating to eligibility requirements, or
the price and amount of Awards) shall be deemed automatically to be incorporated
by reference into the Plan or such Award Agreement insofar as Participants
subject to Section 16 of the Exchange Act are concerned.

(ii) Notwithstanding anything contained in the Plan or any Award
Agreement to the contrary, if the consummation of any transaction under the Plan
would result in the possible imposition of liability on a Participant pursuant
to Section 16(b) of the Exchange Act, the Committee shall have the right, in its
sole discretion, but shall not be obligated, to defer such transaction to the
extent necessary to avoid such liability, but in no event for a period in excess
of 180 days.

(h)  DEDUCTIBILITY UNDER CODE SECTION 162(M).  Awards granted under
the Plan to Eligible Individuals which the Committee reasonably believes may be
subject to the deduction limitation of Section 162(m) of the Code shall not be
exercisable, and payment under the Plan in connection with such an Award shall
not be made, unless and until the

20

Committee has determined in its sole discretion that such exercise or payment
would no longer be subject to the deduction limitation of Section 162(m) of the
Code.

(i)  AWARD AGREEMENT.  Each Eligible Individual receiving an Award
under the Plan shall enter into an Award Agreement in a form specified by the
Committee agreeing to the terms and conditions of the Award and such other
matters as the Committee shall, in its sole discretion, determine.  In the event
of any conflict or inconsistency between the Plan and any such Award Agreement,
the Plan shall govern, and the Award Agreement shall be interpreted to minimize
or eliminate any such conflict or inconsistency.

(j)  EXPENSES.  The costs and expenses of administering the Plan shall
be borne by the Company.

(k)  APPLICABLE LAW.  Except as to matters of federal law, the Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
conflicts of law principles.

(l)  EFFECTIVE DATE.  The Plan shall be effective as of the date (the
"EFFECTIVE DATE") the Plan is approved by the Board, PROVIDED that the Plan is
approved by the affirmative votes of a majority of shares of Common Stock or by
written consent of a majority of shares of Common Stock.  Awards granted under
the Plan prior to such shareholder approval shall be and are made subject to
defeasance by the failure of the shareholders to approve the Plan.

GUESS ?, INC. 1996 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN.

The purpose of this Plan is to enable the Company to attract and
retain as non-employee directors individuals with superior training, experience
and ability and to provide additional incentive to such Eligible Directors by
giving them an opportunity to participate in the ownership of the Company.

2.   DEFINITIONS.

For purposes of the Plan, the following terms shall be defined as set
forth below:

"AFFILIATE" and "ASSOCIATE" have the respective meanings ascribed 
to such terms in Rule 12b-2 promulgated under the Exchange Act.

"AWARD AGREEMENT" means a written agreement between the Company and
the Optionee regarding the grant and exercise of Options to purchase shares of
Common Stock and the terms and conditions thereof.

"BENEFICIAL OWNER" has the meaning ascribed to such term in Rule 
13d-3 promulgated under the Exchange Act.

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

"COMBINED VOTING POWER" means the combined voting power of the
Company's then outstanding voting securities.

"COMMON STOCK" means the Common Stock of the Company, par value $.01
per share.

"COMPANY" means Guess ?, Inc., a Delaware corporation, including any
wholly owned subsidiary or affiliate, or any successor organization.

"DISABILITY" means permanent and total disability within the meaning
of Section 22(e)(3) of the Code.

"ELIGIBLE DIRECTOR" means a person who is a member of the Board and
who is not an employee of the Company.

"ELIGIBILITY DATE" means the first business day of each of the
Company's fiscal years, commencing January 1, 1997, while this Plan is in
effect.

2

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" means, on any given date, the closing price of the
shares of Common Stock, as reported on the New York Stock Exchange for such date
or, if Common Stock was not traded on such date, on the next preceding day on
which Common Stock was traded; PROVIDED that if the Common Stock is not then
traded on the New York Stock Exchange, Fair Market Value means the fair market
value thereof as of the relevant date of determination as determined in
accordance with a valuation methodology approved by the Board.

"INCENTIVE STOCK OPTION" means any Option intended to be designated as
an "incentive stock option" within the meaning of Section 422 of the Code.

"NONQUALIFIED STOCK OPTION" means any Option that is not an Incentive
Stock Option.

"OPTION" means any option to purchase shares of the Common Stock of
the Company granted pursuant to this Plan.

"OPTIONEE" means an Eligible Director who receives an Option under the
Plan.

"PERSON" means any person or "group" within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act.

"PLAN" means the Guess ?, Inc. Non-Employee Directors' Stock Option
Plan, as hereinafter amended from time to time.

"RULES" means the regulations promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as amended from time
to time.

"SUBSIDIARY" means (i) any corporation which is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code with respect to
the Company or (ii) any other corporation or other entity in which the Company,
directly or indirectly, has an equity or similar interest and which the Board
designates as a subsidiary for purposes of the Plan.

Except where otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine and vice versa, and the
definition of any term herein in the singular shall also include the plural and
vice versa.

3

3.   SHARES SUBJECT TO THE PLAN.

Except as provided in Section 9, the aggregate number of shares of
Common Stock that may be issued under the Plan is 500,000.  Such shares may
include authorized but unissued shares of Common Stock, treasury shares or a
combination of both. In the event the number of shares of Common Stock issued
under the Plan and the number of shares of Common Stock subject to outstanding
awards equals the maximum number of shares of Common Stock authorized under the
Plan, no further awards shall be made unless the Plan is amended (in accordance
with the Rules, if necessary) or additional shares of Common Stock become
available for further awards under the Plan.  If and to the extent that Options
granted under the Plan terminate, expire or are canceled without having been
exercised, such shares shall again be available for subsequent awards under the
Plan.

4.   ADMINISTRATION OF THE PLAN.

(a)    ADMINISTRATION.  The Plan shall be administered by the Board.
Subject to the provisions of the Plan, the Board shall be authorized to:

(i)    adopt, revise and repeal such administrative rules, guidelines
and practices governing this Plan as it shall from time to time deem
advisable;

(ii)   interpret the terms and provisions of the Plan and any Option
issued under the Plan (and any agreements relating thereto), and otherwise
settle all claims and disputes arising under the Plan;

(iii)  delegate responsibility and authority for the operation and
administration of the Plan, appoint employees and officers of the Company
to act on its behalf, and employ persons to assist in the fulfilling of its
responsibilities under the Plan; and

(iv)   otherwise supervise the administration of the Plan; PROVIDED,
HOWEVER, that the Board shall have no discretion with respect to the
selection of Eligible Directors to receive Options hereunder, the number of
shares of Common Stock covered by such Option or the price or timing of any
Options granted hereunder; PROVIDED FURTHER that any action by the Board
relating to the Plan will be taken only if approved by the affirmative vote
of a majority of the directors who are not then eligible to participate
under the Plan.

(b)    DELEGATION TO A COMMITTEE.  The Board may delegate to a
committee of the Board any or all of its authority for administration of the
Plan and, if such delegation occurs, all references to the Board in this Plan
shall be deemed references to the committee to the extent provided in the
resolution establishing the committee.

4

(c)    LOANS TO OPTIONEES.  The Board, in its absolute discretion,
may provide that the Company loan to Optionees sufficient funds to exercise any
Option and/or to pay any withholding due upon exercise of such Option.  The
Board shall have the authority to make such determinations at any time and shall
establish repayment terms, including installments, maturity and interest rates.

5.   EFFECTIVE DATE AND TERM OF THE PLAN.

The Plan shall be effective as of the date the Plan is approved by the
Board, PROVIDED that the Plan is approved by the affirmative votes of a majority
of shares of Common Stock or by written consent of a majority of shares of
Common Stock.  Options granted under the Plan prior to such shareholder approval
shall be and are made subject to defeasance by the failure of the shareholders
to approve the Plan.  The Plan shall continue in effect until the earlier of
(a) ten years from the date of the first grant of Options or (b) the termination
of the Plan by action of the Board.  No Options shall be granted pursuant to the
Plan on or after such termination date, but Options granted prior to such date
may extend beyond that date.  The Board shall have the right to suspend or
terminate the Plan at any time except with respect to any Options then
outstanding.

6.   OPTION GRANTS.

(a)    NUMBER OF OPTIONS GRANTED.  The following number of Options
are hereby granted to each Eligible Director under the Plan:

(i)    With respect to each person who first becomes an Eligible
Director on or after the date of the Company's initial public offering of
Common Stock, an Option to purchase 10,000 shares of Common Stock is
granted as of the date such person first becomes an Eligible Director.

(ii)   On each Eligibility Date, with respect to each Eligible
Director who has not been an employee of the Company at any time during
the 12 months immediately preceding the relevant Eligibility Date, an
Option to purchase 3,000 shares of Common Stock is granted to such
Eligible Director.

(b)    NONQUALIFIED STOCK OPTIONS.  All Options granted hereunder
shall be Nonqualified Stock Options.  No Option granted pursuant to this Plan
may be designated as an Incentive Stock Option.

(c)    AMENDMENTS TO THIS SECTION 6.  Notwithstanding any other
provision of the Plan, until August 15, 1996, this Section 6 may not be amended
more then once, except

5

for amendments necessary to conform the Plan to changes in the provisions of, or
the regulations relating to, the Code.

7.   TERMS AND CONDITIONS OF OPTIONS.

(a)    AWARD AGREEMENT.  Each Option granted hereunder shall be
evidenced by an Award Agreement containing such terms and conditions which are
not inconsistent with the terms of the Plan.

(b)    OPTION PRICE.  The Option price per share of Common Stock
covered by an Option granted hereunder shall be 85% of the Fair Market Value of
the Common Stock as of the date of grant.

(c)    OPTION TERM. The term of each Option shall be ten years.  No
Option shall be exercised by any person after expiration of the term of the
Option.

(d)    EXERCISABILITY.  Subject to Section 9(b), Options shall become
exercisable with respect to one-fourth of the shares of Common Stock covered
thereby on each anniversary of the date of grant.  In no case may an Option be
exercised as to less than 100 shares at any one time (or the remaining shares
covered by the Option if less than 100) during the term of the Option.  Only
whole shares shall be issued pursuant to the exercise of any Option.

(e)    METHOD OF EXERCISE.  Shares may be purchased or acquired
pursuant to an Option granted hereunder by giving written notice of exercise to
the Company, specifying the number of shares as to which the Optionee desires
to exercise the Option, and containing any representations required by the
Board.  On or before the date specified for completion of the purchase of
shares pursuant to an Option, the Optionee must have paid the Company the full
purchase price of such shares in cash, certified or bank check, or other
instrument acceptable to the Board.  As determined by the Board in its sole
discretion, payment in full or in part may also be made by tendering to the
Company shares of previously acquired unrestricted Common Stock of the Company
(having a Fair Market Value as of the date the Option is exercised equal to the
exercise price (or such portion thereof)).  Common Stock used to pay the
exercise price may be shares that are already owned by the Optionee, or the
Company may withhold shares of Common Stock that would otherwise have been
received by the Optionee upon exercise of the Option.  In its discretion, in
accordance with rules and procedures established by the Board for this purpose,
the Board may also permit an Optionee to exercise an Option through a "cashless
exercise" procedure approved by the Board involving a broker or dealer approved
by the Board, provided that the Optionee has delivered an irrevocable notice of
exercise (the "NOTICE") to the broker or dealer and such broker or dealer
agrees:  (A) to sell immediately the number of shares of Common Stock specified
in the

6

Notice to be acquired upon exercise of the Option in the ordinary course of its
business, (B) to pay promptly to the Company the aggregate exercise price (plus
the amount necessary to satisfy any applicable tax liability) and (C) to pay to
the Optionee the balance of the proceeds of the sale of such shares over the
amount determined under clause (B) of this sentence, less applicable commissions
and fees; PROVIDED, HOWEVER, that the Board may modify the provisions of this
sentence to the extent necessary to conform the exercise of the Option to
Regulation T under the Exchange Act or any other applicable rules.  The manner
in which the exercise price may be paid may be subject to certain conditions
specified by the Board, including, without limitation, conditions intended to
avoid the imposition of liability against the individual under Section 16 of the
Exchange Act.  If requested by the Board, the Optionee shall deliver the Award
Agreement evidencing an exercised Option to the Secretary of the Company, who
shall endorse thereon a notation of such exercise and return such Award
Agreement to the Optionee exercising the Option.  No fractional shares (or cash
in lieu thereof) shall be issued upon exercise of an Option and the number of
shares that may be purchased upon exercise shall be rounded to the nearest
number of whole shares.

(f)    NON-TRANSFERABILITY.  No Option granted under the Plan or any
rights or interests therein may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of, except by will, or the laws of descent and
distribution or pursuant to a "qualified domestic relations order" ("QDRO") as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder; PROVIDED, HOWEVER,
that the Board may, subject to such terms and conditions as the Board shall
specify, permit the transfer of an Option granted after August 15, 1996 to an
Optionee's family members or to one or more trusts established in whole or in
part for the benefit of one or more of such family members.  During the
Optionee's lifetime, all Options shall be exercisable only by the Optionee or,
if applicable, the "alternate payee" under a QDRO, or the family member or trust
to whom such Option has been transferred in accordance with the previous
sentence.

(g)    TERMINATION BY REASON OF DEATH.  In the event of the death of
an Optionee, any Option held by such Optionee may thereafter be exercised, to
the extent exercisable on the date of death, by the legal representative of the
estate or legatee of the Optionee under the will of the Optionee for a period of
one year from the date of such death or until the expiration of the stated term
of such Option, whichever period is shorter, and to the extent not exercisable
on the date of death, such Option shall be forfeited.

(h)    TERMINATION BY REASON OF DISABILITY.  In the event of the
Disability of an Optionee, any Option held by such Optionee may thereafter be
exercised by the Optionee, to the extent it was exercisable at the time of such
Disability, for a period of one year from the date of such Disability or until
the expiration of the stated term of such Option, whichever period is shorter,
and to the extent not exercisable on the date of Disability, such Option shall

7

be forfeited; PROVIDED, HOWEVER, that if the Optionee dies within such one-year
period, any unexercised Option held by such Optionee shall thereafter be
exercisable to the extent it was exercisable at the time of death for a period
of one year from the date of such death or until the expiration of the stated
term of such Option, whichever period is shorter.

(i)    OTHER TERMINATIONS.  If an Optionee ceases to be an Eligible
Director for any reason other than death or Disability, any Option held by such
Optionee may thereafter be exercised by the Optionee, to the extent it was
exercisable at the time of such termination, for a period of six months from the
date of such termination or the expiration of the stated term of such Option,
whichever period is shorter, and to the extent not exercisable on the date of
termination, such Option shall be forfeited; PROVIDED, HOWEVER, that if the
Optionee dies within such six-month period, any unexercised Option held by such
Optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one year from the date of such
death or until the expiration of the stated term of the Option, whichever period
is shorter.

8.   AMENDMENT AND TERMINATION.

The Board may amend, alter, suspend or terminate the Plan in whole or
in part at any time and from time to time; PROVIDED, HOWEVER, that, until August
15, 1996, the provisions of the Plan respecting eligibility to participate may
not be amended more frequently than once, other than to comport with changes in
the Code, or the Employee Retirement Income Security Act of 1974, as amended,
and any rules or regulations thereunder; PROVIDED FURTHER that any amendment,
alteration, suspension or termination which, under the requirements of
applicable federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Common Stock may then be listed or
quoted must be approved by the stockholders of the Company, shall not be
effective unless and until such stockholder approval has been obtained in
compliance with such law.  The Board may amend the terms of any Option
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any Optionee without the Optionee's consent.
Notwithstanding any provision herein to the contrary, the Board shall have broad
authority to amend the Plan or any Option to take into account changes in
applicable tax laws, securities laws, accounting rules and other applicable
state and federal laws.

9.   CHANGES IN CAPITAL STRUCTURE.

(a)    In the event of any change in the outstanding Common Stock by
reason of a stock dividend, recapitalization, reorganization, merger,
consolidation, stock split, combination or exchange of shares, (i) such
proportionate adjustments as may be necessary (in the form determined by the
Board in its sole discretion) to reflect such change shall be made to prevent
dilution or enlargement of the rights of Optionees under the Plan with respect
to the

8

aggregate number of shares of Common Stock for which awards in respect thereof
may be granted under the Plan, the number of shares of Common Stock covered by
each outstanding Option, and the exercise price in respect thereof and (ii) the
Board may make such other adjustments, consistent with the foregoing, as it
deems appropriate in its sole discretion.

(b)    In the event of a change in control of the Company, (i) all 
outstanding Options granted hereunder shall become fully exercisable as of 
the date of the Change in Control, whether or not then exercisable, and (ii) 
in the case of a change in control involving a merger of, and consolidation 
involving, the Company in which the Company is (A) not the surviving 
corporation (the "SURVIVING ENTITY") or (B) becomes a wholly owned subsidiary 
of the Surviving Entity or parent thereof, each outstanding Option granted 
hereunder and not exercised (a "PREDECESSOR OPTION") shall be converted into 
an option (a "SUBSTITUTE OPTION") to acquire common stock of the Surviving 
Entity or its parent, which Substitute Option shall have substantially the 
same terms and conditions as the Predecessor Option, with appropriate 
adjustments as to the number and kind of shares and exercise prices.  A 
"change in control" shall be deemed to have occurred when (A) any Person 
(other than (x) the Company, any Subsidiary of the Company, any employee 
benefit plan of the Company or of any Subsidiary of the Company, or any 
person or entity organized, appointed or established by the Company or any 
Subsidiary of the Company for or pursuant to the terms of any such plan or 
(y) Maurice Marciano, Paul Marciano or Armand Marciano, or any trust 
established in whole or in part for the benefit of one or more of them or 
their family members, or any other entity controlled by one or more of them), 
alone or together with its Affiliates and Associates (collectively, an 
"ACQUIRING  PERSON"), shall become the Beneficial Owner of twenty percent 
(20%) or more of the then outstanding shares of Common Stock or the Combined 
Voting Power of the Company (except pursuant to an offer for all outstanding 
shares of Common Stock at a price and upon such terms and conditions as a 
majority of the Continuing Directors determine to be in the best interests of 
the Company and its shareholders (other than an Acquiring Person on whose 
behalf the offer is being made)), (B) during any period of two consecutive 
years, individuals who at the beginning of such period constitute the Board, 
and any new director (other than a director who is a representative or 
nominee of an Acquiring Person) whose election by the Board or nomination for 
election by the Company's shareholders was approved by a vote of at least a 
majority of the directors then still in office who either were directors at 
the beginning of the period or whose election or nomination for election was 
previously so approved (collectively, the "CONTINUING DIRECTORS"), cease for 
any reason to constitute a majority of the Board, (C) the shareholders of the 
Company approve a merger or consolidation of the Company with any other 
corporation, other than a merger or consolidation which would result in the 
voting securities of the Company outstanding immediately prior thereto 
continuing to represent (either by remaining outstanding or by being 
converted into voting securities of the Surviving Entity or any parent of 
such Surviving Entity) at least 80% of the Combined Voting Power of the 
Company, such Surviving Entity or any parent of such Surviving Entity 
outstanding immediately after such merger or consolidation, or (D) the 
shareholders of the Company

9

approve a plan of reorganization (other than a reorganization under the United
States Bankruptcy Code) or complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets; PROVIDED, HOWEVER, that a change in control shall not be
deemed to have occurred in the event of (x) a sale or conveyance in which the
Company continues as a holding company of an entity or entities that conduct all
or substantially all of the business or businesses formerly conducted by the
Company or (y) any transaction undertaken for the purpose of incorporating the
Company under the laws of another jurisdiction, if such transaction does not
materially affect the beneficial ownership of the Company's capital stock.

10.  UNFUNDED STATUS OF THE PLAN.

The Plan is intended to constitute an unfunded plan for incentive
compensation.  With respect to any payments not yet made to an Optionee by the
Company, nothing contained herein shall give any such Optionee any rights that
are greater than those of a general creditor of the Company.  In its sole
discretion, the Board may authorize the creation of trusts or other arrangements
to meet the obligations created under the Plan to deliver Common Stock or
payments in lieu thereof with respect to awards hereunder.

11.  GENERAL PROVISIONS.

(a)    REPRESENTATIONS BY OPTIONEES.  The Board may require each
Optionee to represent to and agree with the Company in writing that the Optionee
is acquiring the shares of Common Stock without a view to distribution or other
disposition thereof.  The certificates for such shares may include any legend
that the Company deems appropriate to reflect any restrictions on transfer.

(b)    NO RESTRICTIONS ON ADOPTION OF OTHER COMPENSATION ARRANGEMENTS.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements (subject to stockholder approval, if such
approval is required) and such arrangements may be either generally applicable
or applicable only in specific cases.

(c)    NO RIGHT TO RE-ELECTION.  The adoption of the Plan shall not
interfere in any way with the right of the Company to terminate its relationship
with any of its directors at any time.

(d)    TAX WITHHOLDING.  No later than the date as of which an amount
first becomes includable in the gross income of the Optionee for applicable
income tax purposes with respect to any award under the Plan, the Optionee shall
pay to the Company or make arrangements satisfactory to the Board regarding the
payment of any federal, state or local taxes of any kind required by law to be
withheld with respect to such amount.  Unless

10

otherwise determined by the Board, in accordance with rules and procedures
established by the Board, the minimum required withholding obligations may be
settled with Common Stock, including Common Stock that is part of the award that
gives rise to the withholding requirement.  The obligation of the Company under
the Plan shall be conditional upon such payment or arrangements and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Optionee.

(e)    ISSUE AND TRANSFER TAXES.  The Board may agree to require the
Company to pay issuance or transfer taxes on shares issued pursuant to the
exercise of an Option under the Plan.

(f)    APPLICABLE LAW.  The Plan shall be governed by and subject to
the laws of the State of Delaware and to all applicable laws and to the
approvals by any governmental or regulatory agency as may be required.

(g)    SEVERABILITY.  If any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of this Plan, but this Plan shall be construed
and enforced as if such illegal or invalid provision had never been included
herein.

(h)    COMPLIANCE WITH RULE 16B-3.   The Plan is intended to comply
with Rule 16b-3 under the Exchange Act or its successors under the Exchange Act
and the Board shall interpret and administer the provisions of the Plan or any
Award Agreement in a manner consistent therewith.  To the extent any provision
of the Plan or Award Agreement or any action by the Board fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board.  Moreover, in the event the Plan or an Award Agreement
does not include a provision required by Rule 16(b)(3) to be stated therein,
such provision (other than one relating to eligibility requirements, or the
price and amount of Awards) shall be deemed automatically to be incorporated by
reference into the Plan or such Award Agreement.

(i)    EXPENSES.  All expenses and costs in connection with the
administration of the Plan or the issuance of Options hereunder shall be borne
by the Company.

(j)    HEADINGS.  The headings of sections herein are included for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

(k)    EFFECTIVE DATE.  The Plan shall be effective upon adoption of
the Plan by the Board, subject to shareholder approval (the "EFFECTIVE DATE").

GUESS ?, INC.

ANNUAL INCENTIVE BONUS PLAN

Section 1.  PURPOSES

The purposes of the Guess ?, Inc. Annual Incentive Bonus Plan (the
"Plan") are (i) to provide greater motivation for selected key employees of
Guess ?, Inc., a Delaware corporation (the "Company"), and its Subsidiaries (as
herein after defined) to attain and maintain the highest standards of
performance, (ii) to attract and retain executives of outstanding competence,
and (iii) to direct the energies of executives toward the achievement of
specific business goals established for the Company and its Subsidiaries.

Section 2.  ADMINISTRATION AND INTERPRETATION

(a)  The Plan shall be administered by the Compensation Committee
(the "Committee") of the Board of Directors of the Company (the "Board"), which
shall consist of not less than two members of the Board.

(b)  The Committee is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for carrying out the Plan as
it may deem necessary or advisable.  Decisions of the Committee shall be final,
conclusive and binding upon all parties, including, without limitation, the
Company and the key employees who participate in the Plan.

Section 3.  PARTICIPATION

(a)  Participation in the Plan during any year shall be limited to
those key employees ("Participants") of the Company and its Subsidiaries who, in
the opinion of the Committee, are in a position to have a significant impact on
the performance of the Company and who are selected by the Committee; PROVIDED
that participation by an employee of a Subsidiary shall be subject to approval
of the Plan by such Subsidiary's Board of Directors, which approval shall
constitute the Subsidiary's agreement to pay, at the direction of the Committee,
awards directly to its employees or to reimburse the Company for the cost of
such participation in accordance with rules adopted by the Committee.

(b)  Unless otherwise determined by the Committee in its sole
discretion, or as provided in a Participant's employment agreement, if a
Participant ceases to be employed by the Company and/or its Subsidiaries prior
to the end of a year for any reason other than disability (as determined by the
Company), retirement at or after age 55, or death, his or her participation in
the Plan for such year will terminate forthwith and he or she will not be
entitled to any award for such year.  If, prior to the end of a year, a
Participant's employment ceases because of disability (as determined by the
Company), retirement at or after age 55, or

2

death, or if the effective date of participation by a Participant for any year
shall be after January 1 of such year, the Participant shall be entitled to
receive only that proportion of the amount, if any, that he or she otherwise
would have received under the Plan for the full calendar year which the number
of calendar days of his or her participation in the Plan during such year bears
to the total number of calendar days in such year.

(c)  The term "Subsidiary" shall mean any corporation at least 50%
of whose issued and outstanding voting stock is owned, directly or indirectly by
the Company.

Section 4.  DETERMINATION OF INCENTIVE AWARDS

The Committee may authorize awards to eligible key employees
pursuant to either of the following methods:

(a)  For each calendar year the Committee may establish one or
more specified percentages of base salary ("Target Percentages"), to be used to
calculate awards under the Plan if the Company's actual financial performance
(in terms of net earnings, operating earnings or income, earnings per share,
cash flow, absolute and/or relative return on equity or assets, pre-tax profits,
earnings growth, revenue growth, comparison to peer companies, any combination
of the foregoing and/or such other appropriate measures of performance,
including individual measures of performance, in such manner as the Committee
deems appropriate) for the year equals one or more performance goals specified
by the Committee.  The Committee also may establish a range of adjustments to
the Target Percentages, to be used if the Company's actual financial performance
differs from the performance goals in specified amounts.  Actual financial
performance shall be measured by reference to the Company's financial records
and the consolidated financial statements of the Company.  In determining
performance, the Committee in its discretion may direct the adjustments to the
performance goals or actual financial performance as reported be made to reflect
extraordinary organizational, operational or other changes that have occurred
during such year, such as (without limitation) acquisitions, dispositions,
expansions, contractions, material non-recurring items of income or loss or
events that might create unwarranted hardships or windfalls to Participants.
The Committee may also provide that the Chief Executive Officer shall have
discretion to increase or decrease the award otherwise payable to a Participant
(other than the Chief Executive Officer), based upon their individual
performance during the year.

(b)  A discretionary bonus in an amount as the Committee in its
discretion may determine.

3

Section 5.  AWARDS

(a)  For each year, the Committee shall in its sole and absolute
discretion (i) determine the Participants who are to be eligible to receive
awards under the Plan for such year, (ii) notify such Participant in writing
concerning his or her selection for participation in the Plan for such year and
(iii) establish the specific performance goals to be used to calculate awards
under the Plan for such year.

(b)  On or before March 10 of the year subsequent to any Plan
year, the Committee shall determine awards to Participants for such Plan year by
comparing actual financial performance to the performance goals and the range of
percentages adopted by the Committee for such year.  If the Committee has not
adopted specified goals for the Plan year, the Committee shall meet by March 10
of the year subsequent to the Plan year to determine if discretionary bonuses
shall be awarded to Participants.  Each award under the Plan shall be paid in
cash promptly after the amount of the award has been determined.

(c)  No award under this Plan shall be considered as compensation
in calculating any insurance, profit-sharing, retirement, or other benefit for
which the recipient is eligible unless any such insurance, profit-sharing,
retirement or other benefit is granted under a plan which expressly provided
that incentive compensation shall be considered as compensation under such plan.

(d)  There is no requirement that the maximum amount available for
awards in any year be awarded, nor that an award will be granted to any
particular Participant for any year.  Any portion of any amount available for
making awards for any year which shall not have been awarded, shall not carry
over or increase the maximum amount of awards payable in any subsequent year.

Section 6.  DEATH OF PARTICIPANT

If a Participant dies before or after termination of employment,
any unpaid installments of an award shall be paid to his or her legal
representatives, either in the installments as originally provided or otherwise
as the Committee may determine in each individual case, or, where the Committee
has authorized the designation of beneficiaries, to such beneficiaries as may
have been designated by the Participant.

Section 7.  NON-ASSIGNABILITY AND CONTINGENT NATURE OF RIGHTS

No Participant, no person claiming through him or her, nor any
other person shall have any right or interest in the Plan or its continuance, or
in the payment of any award under the Plan, unless and until all the provisions
of the Plan, the rules adopted thereunder,

4

and restrictions and limitations on the award itself have been fully complied
with.  No rights under the Plan, contingent or otherwise, shall be transferable,
assignable or subject to any pledge or encumbrance of any nature.

Section 8.  SOURCE OF PAYMENTS

The Company shall not have any obligation to establish any
separate fund or trust or other segregation of assets to provide for payments
under the Plan.  To the extent any person acquires any rights to receive
payments hereunder from the Company, such rights shall be no greater than those
of an unsecured creditor.

Section 9.  TAX WITHHOLDING

The Company or a Subsidiary thereof, as appropriate, shall have
the right to deduct from all payments made under the Plan to a Participant or to
a Participant's beneficiary or beneficiaries any Federal, state or local taxes
required by law to be withheld with respect to such payments.

Section 10.  TERMINATION AND AMENDMENT

The Board may at any time terminate or from time to time modify or
suspend, in whole or in part, and if suspended, may reinstate, any or all of the
provisions of the Plan in such respects as the Board may deem advisable,
PROVIDED that no such termination or modification shall impair any rights which
have accrued under the Plan.

Section 11.  NO RESTRICTION ON RIGHT TO EFFECT CHANGES

The Plan shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any sale of all or any portion
of the assets of the Company or any Subsidiary, any merger or consolidation of
the Company or any Subsidiary, a reorganization, dissolution or liquidation of
the Company or any Subsidiary, or any other event or series of events, whether
of a similar character or otherwise.

Section 12.  HEADINGS

The headings of sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

Section 13.  GOVERNING LAW

5

This Plan shall be governed by and construed in accordance with
the laws of the State of California.

Section 14.  NO CONTRACT OF EMPLOYMENT OR RIGHT TO AWARDS

Nothing contained herein shall be construed as a contract of
employment between the Company and any Participant, or as giving a right to any
person to be granted awards under the Plan or to continue in the employment of
the Company or any of its Subsidiaries, or as limiting the right of the Company
or any of its Subsidiaries to discharge any Participant at any time, with or
without cause.

Section 15.  EFFECTIVE DATE

The Plan shall be effective as of the date of its adoption by the
Board of Directors.

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made as of ____________, 1996, by and between
Guess ?, Inc., a Delaware corporation (herein referred to as the "COMPANY"), and
Maurice Marciano (herein referred to as the "EXECUTIVE").

W I T N E S S E T H:

WHEREAS, the Company intends to make an underwritten initial public
offering of its common stock (the "PUBLIC OFFERING"); and

WHEREAS, in connection with the Public Offering, the Company and
Executive deem it to be in their respective best interests to enter into an
agreement providing for the Company's employment of Executive pursuant to the
terms herein stated; 

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

1.   EMPLOYMENT; POSITION AND DUTIES; EXCLUSIVE SERVICES.

(a)  EMPLOYMENT.  The Company agrees to employ the Executive, and the
Executive agrees to be employed by the Company, for the Term provided in Section
2 below and upon the other terms and conditions hereinafter provided.  

(b)  POSITION AND DUTIES.  During the Term, the Executive (i) agrees
to serve as the Chairman of the Board and Chief Executive Officer of the Company
and to perform such reasonable duties as may be delineated in the By-Laws of the
Company and as may be assigned to him from time to time by the Board of
Directors of the Company (the "BOARD"), including, without limitation, primary
responsibility for all design and finance functions of the Company,  (ii) shall
report, as Chief Executive Officer of the Company, only to the Board,
(iii) shall be given such authority as is appropriate to carry out the duties
described above, it being understood that, in his capacities as Chairman of the
Board and Chief Executive Officer of the Company, his duties will be consistent
in scope, prestige and authority with the duties of Chairman of the Board and
Chief Executive Officer of the Company as demonstrated by the Company's existing
practices as of the effective date of this Agreement, and (v) agrees to serve,
if elected, at no additional compensation (if the other officers or directors
(other than non-employee directors) of the Company also serve at no additional
compensation) in the position of officer or director of any subsidiary or
affiliate of the Company; PROVIDED, HOWEVER, that such position shall be of no
less status relative to such subsidiary or affiliate as the position that the
Executive holds pursuant to clause (i) of this Section 1(b) is relative to the
Company.

(c)  EXCLUSIVE SERVICES.  During the Term, the Executive agrees to
devote substantially all of his business time, attention, skill and efforts
exclusively to the business and affairs of the Company and its subsidiaries and
affiliates, and shall perform and discharge the duties which may be assigned to
him from time to time by the Board.

2

(d)  RELOCATION.  The Company shall not relocate the Executive's
principal place of business outside of the Los Angeles metropolitan area without
the written consent of the Executive.

2.   TERM OF AGREEMENT.  The term of employment under this Agreement
shall initially be the three-year period commencing on the date of the Public
Offering (the "EFFECTIVE DATE") and ending on the third anniversary of the
Effective Date, and shall be automatically extended without further action by
either party for a successive or successive one-year period or periods, unless
written notice of either party's intention to terminate this Agreement has been
given to the other party at least 90 days prior to the expiration of the Term
(including any one-year extension thereof).  As used in this Agreement, the
"TERM" shall mean the initial three-year term plus any extensions thereof as
provided in this Section 2.

3.   SALARY AND ANNUAL BONUS.  The Executive's cash compensation for
all services to be rendered by him in any capacity hereunder shall consist of
base salary as provided in Section 3(a) and bonus compensation as provided in
Section 3(b).

(a)  SALARY.  The Executive shall be paid a minimum base salary (the
"SALARY") at the rate of  $900,000 per annum.  The Salary shall be payable in
accordance with the customary payroll practices for executives of the Company. 
The amount of Executive's Salary will be reviewed not less often than annually
by the Compensation Committee of the Board (the "COMPENSATION COMMITTEE") and
may be increased, but not decreased below such amount, on the basis of such
review.

(b)  ANNUAL BONUS.  

(i)  GENERAL TERMS.  For each calendar year included in whole or in
part within the Term, the Executive shall be eligible to earn an annual cash
bonus (a "BONUS") based upon the achievement by the Company and its subsidiaries
of performance targets established by the Compensation Committee in accordance
with the terms of the Company's Annual Incentive Bonus Plan and any successor
plan thereto (collectively, the "BONUS PLAN").  The performance goals on the
basis of which the Executive's bonus shall be determined shall be no less
favorable to the Executive than the goals used to determine the bonus of any
other executive of the Company whose annual bonus is based in whole or in part
on corporate performance and who participates in the Bonus Plan, and the
Compensation Committee shall establish objective criteria to be used to
determine the extent to which such performance goals have been met.  The Bonus,
if any, payable to the Executive in respect of each calendar year will be paid
at the same time that bonuses are paid to other participants in the Bonus Plan.

(ii) AMOUNT OF TARGET BONUS.  For each calendar year included in whole
or in part within the Term, there shall be a target Bonus (a "TARGET BONUS") for
the Executive

3

equal to at least 100% of Executive's Salary, at the annual rate in effect at 
the beginning of such calendar year (pro rated, if less than an entire year). 

(iii)     DETERMINATION OF THE BONUS AMOUNT.  The amount of the actual
Bonus for any calendar year to be paid to the Executive will be determined, in
the sole discretion of the Compensation Committee, based upon the performance of
the Company and its subsidiaries against the goals established by the
Compensation Committee pursuant to the Bonus Plan.

4.   STOCK OPTIONS.   Commencing as of the Effective Date, Executive
shall be eligible for option grants under the Company's 1996 Equity Incentive
Plan and any successor plan thereto for the Company's executive officers, in
accordance with the terms and conditions thereof.  

5.   PENSION AND WELFARE BENEFITS.  During the Term, the Executive will
participate in all pension and welfare plans, programs and benefits that are
applicable to executives of the Company.  The benefits provided to the Executive
during the Term, when taken as a whole, shall be no less favorable than the
benefits which, when taken as a whole, are provided to any other executive of
the Company; PROVIDED that Executive shall continue to receive life insurance
coverage in an amount equal to at least one (1) times his then Salary.   During
the Term, the Executive shall also be entitled to all additional perquisites
which the Company provides to its executives.  Subject to subsection 7(a)(i)
hereof, from and after the expiration of the Term or, if earlier, the date of
termination of Executive's employment hereunder, Executive shall be entitled,
during his lifetime, to full Company-paid health and life insurance for himself
and his immediate family, at a level no less favorable than that in effect from
time to time for the benefit of the Company's senior executive officers.

6.   OTHER BENEFITS.

(a)  TRAVEL AND BUSINESS-RELATED EXPENSES.  During the Term, the
Executive shall be reimbursed in accordance with the policies of the Company for
traveling and other  expenses incurred in the performance of the business of the
Company.

(b)  AUTOMOBILE.  During the Term, the Executive shall be furnished
with an automobile either owned or leased by the Company or an automobile
allowance, at the discretion of the Company.  The Company shall pay or reimburse
the Executive for all reasonable expenses associated with the operation of such
automobile, including, without limitation, all reasonable maintenance and
insurance expenses.

(c)  AIRCRAFT.  The Executive shall be provided with reasonable access
to any aircraft leased or owned by the Company.

(d)  COUNTRY CLUB MEMBERSHIP.  During the Term, the Company shall pay
the Executive's reasonable membership expenses (including fees, dues and related
expenses) at such country club or clubs as approved by the Board.

4

(e)  CONSULTING AGREEMENT.  Commencing on the expiration of the Term
of this Agreement or, if earlier, the date of termination of Executive's
employment hereunder for any reason other than death or for Cause (as defined
below), and subject to the provisions of Sections 8 and 9 hereof, the Company
and Executive shall enter into a two (2) year consulting agreement pursuant to
which Executive shall render consulting services to the Company as Executive and
the Company shall agree, for which the Company shall pay Executive a consulting
fee at an annual rate equal to 50% of Executive's Salary, at the rate in effect
immediately prior to the commencement of the consulting period, payable in
accordance with the customary payroll practices for executives of the Company or
at such other time or times as Executive and the Company shall agree.  It is
expressly understood that Executive's reporting obligations pursuant to such
consulting agreement shall be limited to the Board, or such other person as
Executive and the Company shall agree.

7.   TERMINATION OF EMPLOYMENT.

(a)  TERMINATION FOR CAUSE, RESIGNATION WITHOUT GOOD REASON.

(i) If the Executive's employment is terminated by the Company for
Cause (as defined below) or if the Executive resigns from his employment without
Good Reason (as defined below), prior to the expiration of the Term, the
Executive shall be entitled to receive:  (A) the Salary provided for in Section
3(a) as accrued through the date of such resignation or termination; (B) any
Bonus earned but not yet paid in respect of any calendar year preceding the year
in which such termination or resignation occurs; and (C) any unreimbursed
expenses.  The Executive shall not accrue or otherwise be eligible to receive
Salary payments or to participate in any plans, programs or benefits described
in Section 5 hereof with respect to periods after the date of such termination
or resignation, and shall not be eligible to receive any Bonus in respect of the
year of such termination or resignation or any calendar year following the year
in which such termination or resignation occurs.  Any Bonus in respect of a year
prior to the year in which such termination or resignation occurs shall be
payable at such time and in such manner as provided for in Section 3(b) hereof.

(ii) Termination for "CAUSE" shall mean termination by action of the
Board because of:  (A) Executive's willful and continued failure (other than by
reason of the incapacity of Executive due to physical or mental illness)
substantially to perform his duties hereunder; (B) a felony conviction of the
Executive or the perpetration by the Executive of a serious dishonest act
against the Company or any of its affiliates or subsidiaries; (C) any willful
misconduct by the Executive that is materially injurious to the financial
condition or business reputation of the Company or any of its affiliates or
subsidiaries; or (D) chronic alcoholism or drug abuse which materially affects
Executive's performance hereunder, PROVIDED, HOWEVER, that no event or
circumstance shall be considered to constitute Cause within the meaning of this
clause (ii) unless the Executive has been given written notice of the events or
circumstances constituting Cause and has failed to effect a cure thereof within
60 calendar days following the receipt of such notice.

5

(iii)     Resignation for "GOOD REASON" shall mean the resignation of
the Executive because of (A) a material reduction in Executive's
responsibilities, duties, authority, status or titles as described in Section 1
above; or (B) failure by the Company to pay or provide Executive when due any
compensation, benefits or perquisites to which Executive is entitled pursuant to
this Agreement or any other plan, contract or arrangement in which Executive
participates or is entitled to participate; PROVIDED, HOWEVER, that no event or
circumstance shall be considered to constitute Good Reason within the meaning of
this clause (iii) unless the Company has been given written notice of the events
or circumstances constituting Good Reason and has failed to effect a cure
thereof within 60 calendar days following the receipt of such notice.

(iv) The date of termination of employment by the Company pursuant to
this Section 7(a) shall be the date specified in a written notice of termination
from the Company to the Executive, which, in the case of a proposed termination
to which the 60-day cure period provided for in subsection (ii) above applies
shall be no less than 61 days after the delivery of such notice to the
Executive.  The date of a resignation by the Executive pursuant to this Section
7(a) shall be the date specified in the written notice of resignation from the
Executive to the Company, which, in the case of a proposed resignation to which
the 60-day cure period provided for in subsection (iii) above applies shall be
no less than 61 days after the delivery of such notice to the Company, or, if no
date is specified therein, 61 days after receipt by the Company of the written
notice of resignation from the Executive.

(b)  TERMINATION WITHOUT CAUSE, RESIGNATION FOR GOOD REASON.

(i)  If the Executive's employment is terminated by the Company
without Cause or if the Executive should resign for Good Reason, prior to the
expiration of the Term, he shall be entitled to receive:  (A) the Salary
provided for in Section 3(a) as accrued through the date of such resignation or
termination and continuing for the remainder of the then-effective Term (the
"CONTINUATION PERIOD"); (B) any Bonus earned but not yet paid in respect of any
calendar year preceding the year in which such termination or resignation
occurs; (C) any unreimbursed expenses and (D) a Bonus for the calendar year in
which such termination or resignation occurs equal to the Executive's Target
Bonus for such year and a Bonus for each subsequent year included in whole or in
part within the Continuation Period equal to the Target Bonus for the calendar
year in which such termination or resignation occurs, PROVIDED, HOWEVER, that
the amount of such Bonus payable in respect of any partial calendar year at the
conclusion of the Continuation Period shall be prorated and shall equal the
Executive's Bonus for such year multiplied by a fraction, the numerator of which
shall equal the number of days in such calendar year up to and including the
last day of the Continuation Period and the denominator of which shall equal the
lesser of 365 or the number of days in such final calendar year up to and
including the last day of the Term. 

During the Continuation Period, (X) Salary payments to the Executive
shall be payable in accordance with the payroll practices of the Company, and
(Y) Bonus payments

6

shall be made in respect of each calendar year at the same time that bonuses 
are paid to participants in the Bonus Plan.   

The Executive shall also be entitled to continued participation in the
medical, dental and insurance plans and arrangements described in Section 5, on
the same terms and conditions as are in effect immediately prior to such
termination or resignation, until the earlier to occur of (i) the last day of
the Continuation Period and (ii) such time as Executive is entitled to
comparable benefits provided by a subsequent employer.  Anything herein to the
contrary notwithstanding, the Company shall have no obligation to continue to
maintain during the Continuation Period any plan or program solely as a result
of the provisions of this Agreement.  If, during the Continuation Period,
Executive is precluded from participating in a plan or program by its terms or
applicable law or if the Company for any reason ceases to maintain such plan or
program, the Company shall provide Executive with compensation or benefits the
aggregate value of which, in the reasonable judgement of the Company, is no less
than the aggregate value of the compensation or benefits that Executive would
have received under such plan or program had he been eligible to participate
therein or had such plan or program continued to be maintained by the Company.

(ii) Except as may be provided under the terms of any applicable
grants to the Executive, under any plan or arrangement in which the Executive
participates under Section 5 or except as may be otherwise required by
applicable law, including, without limitation, the provisions of Section
4980B(f) of the Internal Revenue Code of 1986, as amended (the "CODE"), the
Executive shall have no right under this Agreement or any other agreement to
receive any other compensation, or to participate in any other plan, arrangement
or benefit, with respect to future periods after such termination or resignation
of employment.  Except as otherwise provided in Section 9(d), in the event of a
termination or resignation pursuant to this Section 7(b), the Executive shall
have no duty of mitigation with respect to amounts payable to him pursuant to
this Section 7(b) or other benefits to which he is entitled pursuant hereto;
PROVIDED, HOWEVER, that, in the event the Executive breaches any of the
provisions of Sections 8 or 9 hereof, the amounts payable to the Executive
pursuant to this Section 7(b), or other benefits to which he is entitled
pursuant hereto, will be offset or reduced by any compensation, payments or
benefits he may receive from a subsequent employer.

(iii)     The date of termination of employment by the Company
pursuant to this Section 7(b) shall be the date specified in the written notice
of termination from the Company to the Executive or, if no date is specified
therein, ten business days after receipt by the Executive of the written notice
of termination from the Company.  The date of a resignation by the Executive
pursuant to this Section 7(b) shall be the date specified in the written notice
of resignation from the Executive to the Company or, if no date is specified
therein, ten business days after receipt by the Company of the written notice of
resignation from the Executive.

7

(c)  DEATH OR PERMANENT DISABILITY.  If the Executive's employment
hereunder terminates by reason of Executive's death or Permanent Disability
prior to expiration of the Term, the Executive (or his beneficiary (or if no
such beneficiary is designated, his estate), conservator or guardian, as the
case may be) shall be entitled to receive: (i) the Salary provided for in
Section 3(a) as accrued through the date of the Executive's death or Permanent
Disability; (ii) any Bonus earned but not yet paid in respect of any calendar
year preceding the year in which the Executive's death or Permanent Disability
occurs; (iii) a Bonus for the calendar year in which the Executive's death or
Permanent Disability occurs equal to a pro rata portion of the Executive's
Target Bonus for such year, determined on the basis of the number of days in
such year through the date of Executive's death or Permanent Disability; and
(iv) any unreimbursed expenses.  Bonus payments provided for in this Section
7(c) shall be made at such time and in such manner as is provided in Section
3(b).  As used in this Section, the term "BENEFICIARY" includes both the
singular and the plural of such term, as may be appropriate.  For purposes of
this Agreement, "PERMANENT DISABILITY" shall be defined in the same manner as
such term or a similar term is defined in any long-term disability policy
maintained by the Company for the Executive and in effect on the date of the
Executive's termination of employment with the Company, PROVIDED that, in the
event that the Company does not maintain a long-term disability policy for the
Executive, Permanent Disability shall mean a physical or mental incapacity that
substantially prevents him from performing his duties hereunder for a period of
6 consecutive months and that can reasonably be expected to continue
indefinitely.  Any dispute as to whether or not Executive is disabled within the
meaning of the preceding sentence shall be resolved by a physician reasonably
satisfactory to Executive and the Company, and the determination of such
physician shall be final and binding upon both Executive and the Company.

8.   ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS.

(a)  DEFINITION OF "INVENTIONS".  As used herein, the term
"INVENTIONS" shall mean all inventions, discoveries, improvements, trade
secrets, formulas, techniques, data, programs, systems, specifications,
documentations, algorithms, flow charts, logic diagrams, source codes,
processes, and other information, including works-in-progress, whether or not
subject to patent, trademark, copyright, trade secret, or mask work protection,
and whether or not reduced to practice, which are made, created, authored,
conceived, or reduced to practice by Executive, either alone or jointly with
others, during the period of employment with the Company (including, without
limitation, all periods of employment with the Company prior to the Effective
Date), whether or not performed on the Company's premises or property, which (A)
relate to the actual or anticipated business, activities, research, or
investigations of the Company or (B) result from or is suggested by work
performed by Executive for the Company (whether or not made or conceived during
normal working hours or on the premises of the Company), or (C) which result, to
any extent, from use of the Company's premises or property.

8

(b)  WORK FOR HIRE.  Executive expressly acknowledges that all
copyrightable aspects of the Inventions (as defined above) are to be considered
"works made for hire" within the meaning of the Copyright Act of 1976, as
amended (the "ACT"), and that the Company is to be the "author" within the
meaning of such Act for all purposes.  All such copyrightable works, as well as
all copies of such works in whatever medium, fixed or embodied, shall be owned
exclusively by the Company as of the date of creation, and Executive hereby
expressly disclaims any and all interest in any of such copyrightable works and
waives any right of DROIT MORALE or similar rights.

(c)  ASSIGNMENT.  Executive acknowledges and agrees that all
Inventions constitute trade secrets of the Company and shall be the sole
property of the Company or any other entity designated by the Company.  In the
event that title to any or all of the Inventions, or any part or element
thereof, may not, by operation of law, vest in the Company, or such Inventions
may be found as a matter of law not to be "works made for hire" within the
meaning of the Act, Executive hereby conveys and irrevocably assigns to the
Company, without further consideration, all his right, title and interest,
throughout the universe and in perpetuity, in all Inventions and all copies of
them, in whatever medium, fixed or embodied, and in all written or computer
records, graphics, diagrams, notes, or reports relating thereto in Executive's
possession or under his control, including, with respect to any of the
foregoing, all rights of copyright, patent, trademark, trade secret, mask work,
and any and all other proprietary rights therein, the right to modify and create
derivative works, the right to invoke the benefit of any priority under any
international convention, and all rights to register and renew the same. 
Anything to the contrary notwithstanding, this subsection (c) shall not require
Executive to assign any Invention that would cause this Section 8, or any
portion thereof, to be void or unenforceable under Section 2870 of the
California Labor Code, and Executive acknowledges receipt of the notification
required by Section 2872 of the California Labor Code.

(d)  PROPRIETARY NOTICES; NO FILINGS; WAIVER OF MORAL RIGHTS. 
Executive acknowledges that all Inventions shall, at the sole option of the 
Company, bear the Company's patent, copyright, trademark, trade secret and 
mask work notices.

Executive agrees not to file any patent, copyright or trademark
applications relating to any Invention except with prior written consent of an
authorized representative of the Company (other than Executive).

Executive hereby expressly disclaims any and all interest in any
Inventions and waives any right of DROIT MORALE or similar rights, such as
rights of integrity or the right to be attributed as the creator of the
Invention.

(e)  FURTHER ASSURANCES.  Executive agrees to assist the Company, or
any party designated by the Company, promptly on the Company's request, whether
before or after the termination of employment, however such termination may
occur, in perfecting, registering, maintaining, and enforcing, in all
jurisdictions, the Company's rights in the

9

Inventions by performing all acts and executing all documents and instruments 
deemed necessary or convenient by the Company, including, by way of 
illustration and not limitation:

(i)  Executing assignments, applications, and other documents and
instruments in connection with (A) obtaining patents, copyrights,
trademarks, mask works, or other proprietary protections for the Inventions
and (B) confirming the assignment to the Company of all right, title and
interest in the Inventions or otherwise establishing the Company's
exclusive ownership rights therein.

(ii) Cooperating in the prosecution of patent, copyright, trademark
and mask work applications, as well as in the enforcement of the Company's
rights in the Inventions, including, but not limited to, testifying in
court or before any patent, copyright, trademark or mask work registry
office or any other administrative body.

Executive will be reimbursed for all out-of-pocket costs reasonably
incurred in connection with the foregoing, if such assistance is requested by
the Company after the termination of Executive's employment.  In addition, to
the extent that, after the termination of employment for whatever reason,
Executive's technical expertise shall be required in connection with the
fulfillment of the aforementioned obligations, the Company will compensate
Executive at a reasonable rate for the time actually spent by Executive at the
Company's request rendering such assistance.

(f)  POWER OF ATTORNEY.  Executive hereby irrevocably appoints the
Company to be his Attorney-in-Fact to execute any document and to take any
action in his name and on his behalf and to generally use his name for the
purpose of giving to the Company the full benefit of the assignment provisions
set forth above.

(g)  DISCLOSURE OF INVENTIONS.  Executive will make full and prompt
disclosure to the Company of all Inventions subject to assignment to the
Company, and all information relating thereto in Executive's possession or under
his control as to possible applications and use thereof.

9.   NO COMPETING EMPLOYMENT; NO INTERFERENCE; CONFIDENTIALITY;
REMEDIES.

(a)  NO COMPETING EMPLOYMENT.  For so long as the Executive is
employed by the Company or any of its affiliates and subsidiaries and continuing
for the two-year period commencing at the expiration of the Term hereof or the
earlier termination of Executive's employment for any reason other than death
(such period being referred to hereinafter as the "RESTRICTED PERIOD"), the
Executive shall not, unless he receives after the Effective Date the prior
written consent of the Board, directly or indirectly, whether as owner,
consultant, employee, partner, venturer, agent, through stock ownership,
investment of capital, lending of money or property, rendering of services, or
otherwise, compete with the Company or any of its affiliates or subsidiaries in
any business in which any of them is

10

engaged during the Term hereunder or at the time of the termination of the 
Executive's employment hereunder, including without limitation the design, 
manufacture and/or distribution of men's or women's sportswear or accessories 
(such businesses are hereinafter referred to as the "BUSINESS"), or assist, 
become interested in or be connected with any corporation, firm, partnership, 
joint venture, sole proprietorship or other entity which so competes with the 
Business, except that the provisions of this Section 9(a) will not be deemed 
breached merely because Executive owns equity in (i) Charles David of 
California, (ii) California Sunshine Active Wear, Inc.; or (iii) Nantucket 
Industries, Inc. or because Executive "beneficially owns", either 
individually or as a member of a "group" (as such terms are used in Rule 
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act")), not more than five percent (5%) of the voting securities of any one 
or more companies that file reports pursuant to the Exchange Act.  After the 
expiration of the Term hereof and during the two-year period referenced 
above, the restrictions imposed by this paragraph shall not apply to any 
business in which the Company or its affiliates and subsidiaries were not 
engaged at the time of termination of the Executive's employment hereunder or 
to any geographic area in which the Company or its affiliates and 
subsidiaries were not engaged in the Business at the time of termination.  

(b)  NO INTERFERENCE.  During the Restricted Period, the Executive
shall not, for the purpose of competing with the Business, directly or
indirectly, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization or
entity (other than the Company), intentionally solicit, endeavor to entice away
from the Company or any of its affiliates or subsidiaries, or otherwise
intentionally interfere with the relationship of the Company or any of its
affiliates or subsidiaries with any person who is employed by or otherwise
engaged to perform services for the Company or any of its affiliates or
subsidiaries or influence, or seek to influence, any person or entity who is a
customer, client or supplier of the Company or any of its affiliates or
subsidiaries to divert their business to any person or entity that competes with
the Company or any of its affiliates or subsidiaries, nor shall the Executive
participate in the efforts of any individual, partnership, firm, corporation or
other business corporation or entity for which he provides services, by which he
is employed, or in which he invests, to do so, except that the provisions of
this Section 9(b) will not be deemed breached merely because Executive owns
equity in (i) Charles David of California, (ii) California Sunshine Active Wear,
Inc.; or (iii) Nantucket Industries, Inc. or because Executive "beneficially
owns", either individually or as a member of a "group" (as such terms are used
in Rule 13d-3 under the Exchange Act), not more than five percent (5%) of the
voting securities of any one or more companies that file reports pursuant to the
Exchange Act.  After the expiration of the Term hereof and during the two-year
period referenced in subsection 9(a), the restrictions imposed by this paragraph
shall not apply to any business in which the Company or its affiliates and
subsidiaries were not engaged at the time of termination of the Executive's
employment hereunder or to any geographic area in which the Company or its
affiliates and subsidiaries were not engaged in the Business at the time of
termination.  

11

(c)  CONFIDENTIAL INFORMATION.  The Executive recognizes that the
services to be performed by him hereunder, and the services performed by him
during prior periods of employment with the Company, are special, unique and
extraordinary and that, by reason of such employment, he has acquired and will
continue to acquire confidential information and trade secrets concerning the
operations of the Company and its affiliates and subsidiaries.  Accordingly, the
Executive agrees that he will not, except with the prior written consent of the
Board or as may be required by law, directly or indirectly, disclose during the
Term or any time thereafter any secret or confidential information that he has
learned by reason of his association with the Company or any of its affiliates
or subsidiaries or use any such information to the detriment of the Company or
its affiliates or subsidiaries so long as such confidential information or trade
secrets have not been disclosed or are not otherwise in the public domain.  The
term "CONFIDENTIAL INFORMATION" means any information about the Company, its
subsidiaries and affiliates, and their respective clients and customers, not
previously disclosed to the public or to the trade by the Company's management,
including, without limitation, any products, data, formulae, facilities and
methods, trade secrets and other intellectual property, systems, records
(including computer records), procedures, manuals, confidential reports, product
price lists, client and customer lists, financial information (including the
revenues, costs or profits associated with any of the Company's products),
business plans, prospects or opportunities.

(d)  REMEDIES; SURVIVAL OF AGREEMENT.  In the event that the Executive
materially breaches any of the covenants set forth in this Section 9 and fails
to cure such breach to the reasonable satisfaction of the Company within 10
business days after receipt of written notice thereof to the Executive, any
obligation of the Company to make any payment to the Executive pursuant to this
Agreement, including without limitation any payments pursuant to Section 7(b)
(other than payments of Salary or Bonus earned prior to the date of such breach
and unreimbursed expenses), shall be cancelled.  In addition, the Executive
acknowledges that a breach of any of the covenants contained in this Section 9
may result in material irreparable injury to the Company or its affiliates or
subsidiaries for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company shall be entitled, in addition
to any other rights or remedies it may have, to seek an injunction enjoining or
restraining the Executive from any violation or threatened violation of this
Section 9.  The Executive's agreement as set forth in this Section shall survive
the termination of the Executive's employment under this Agreement.        

10.  SOURCE OF PAYMENTS.  All payments provided under this Agreement,
other than payments made pursuant to a benefit plan which may provide otherwise,
shall be paid in cash from the general funds of the Company, and no special or
separate fund shall be established, and no other segregation of assets made, to
assure payment.  The Executive shall have no right, title, or interest whatever
in or to any investments which the Company may make to aid the Company in
meeting its obligations hereunder.  Nothing contained in this Agreement, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship, between the Company and the

12

Executive or any other person.  To the extent that any person acquires a 
right to receive payments from the Company hereunder, such right shall be no 
greater than the right of an unsecured creditor of the Company.

11.  TAX WITHHOLDING.  Payments to the Executive of all compensation
contemplated under this Agreement shall be subject to all applicable legal
requirements with respect to the withholding of taxes.

12.  NONASSIGNABILITY; BINDING AGREEMENT.  Neither this Agreement nor
any right, duty, obligation or interest hereunder shall be assignable or
delegable by the Executive without the Company's prior written consent;
PROVIDED, HOWEVER, that nothing in this Section shall preclude the Executive
from designating any of his beneficiaries to receive any benefits payable
hereunder upon his death or disability, or his executors, administrators, or
other legal representatives, from assigning any rights hereunder to the person
or persons entitled thereto.  This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, any successors to or assigns of the Company
and the Executive's heirs and the personal representatives of the Executive's
estate.  

13.  AMENDMENT; WAIVER.  This Agreement may not be modified, amended
or waived in any manner except by an instrument in writing signed by the parties
hereto.  The waiver by either party of compliance with any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any provision of this Agreement, or of any subsequent breach by such party of a
provision of this Agreement.

14.  NOTICES.   Any notice hereunder by either party to the other
shall be given in writing by personal delivery, telex, telecopy or certified
mail, return receipt requested, to the applicable address set forth below:

(i)  To the Company: Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Attention: Glenn A. Weinman, Esq.
Telecopier: (213) 744-7840

(ii) To the Executive:Mr. Maurice Marciano
Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Telecopier: (213) 744-7825

(or such other address as may from time to time be designated by notice by any
party hereto for such purpose).  Notice shall be deemed given, if by personal
delivery, on the date of such delivery or, if by telex or telecopy, on the
business day following receipt of answerback

13

or telecopy confirmation or, if by certified mail, on the date shown on the 
applicable return receipt.

15.  CALIFORNIA LAW.  This Agreement is to be governed by and 
interpreted in accordance with the laws of the State of California, without 
giving effect to the choice-of-law provisions thereof.  If, under such law, 
any portion of this Agreement is at any time deemed to be in conflict with 
any applicable statute, rule, regulation or ordinance, such portion shall be 
deemed to be modified or altered to conform thereto or, if that is not 
possible, to be omitted from this Agreement, and the invalidity of any such 
portion shall not affect the force, effect and validity of the remaining 
portion hereof.

16.  ARBITRATION.  Any controversy or claim arising out of or 
relating to this Agreement, including, but not limited to, any claim relating 
to its validity, interpretation, enforceability or breach, or any other claim 
or controversy arising out of the employment relationship or the commencement 
or termination of that relationship, including, but not limited to, claims 
for breach of covenant, breach of implied covenant or intentional infliction 
of emotional distress, which are not settled by agreement between the 
parties, shall be settled by arbitration in Los Angeles, California before a 
board of three arbitrators, one to be selected by the Company, one by 
Executive and the other by the two persons so selected, all in accordance 
with the labor arbitration rules of the American Arbitration Association then 
in effect; PROVIDED, HOWEVER, that the Company shall nevertheless be entitled 
to seek relief under Section 9 in accordance with Section 9(d).  In 
consideration of the parties' agreement to submit to arbitration disputes 
with regard to this Agreement and with regard to any alleged contract or tort 
or other claim arising out of the employment relationship, and in 
consideration of the anticipated expedition and minimization of expense of 
this arbitration remedy, each party agrees that the arbitration provisions of 
this Agreement shall provide it with exclusive remedy, except as provided in 
the preceding sentence, and each party expressly waives any right it might 
have to seek redress in any other forum except as provided herein.  The 
parties further agree that the arbitrators acting hereunder shall be 
empowered to assess no remedy other than the payment of compensatory damages 
or an order (including temporary, preliminary and permanent injunctive 
relief) enforcing the provisions of Section 9.  Executive acknowledges that 
the Company would be irreparably injured by Executive's breach of his 
obligations under Section 9 and that monetary damages would be inadequate.  
Subject to the provisions of Section 17(b) hereof, the expenses of the third 
arbitrator and of a transcript of any arbitration proceeding shall be divided 
equally between the Company and Executive and each party shall bear the 
expense of the arbitrator selected by it and of any witnesses it calls.  Any 
decision and award or order of the majority of the arbitrators shall be 
binding upon the parties hereto and judgment thereon may be entered in any 
court having jurisdiction thereof.

17.  INDEMNITY AND REIMBURSEMENT OF LEGAL EXPENSES.  

(a)  INDEMNITY.  The Company will indemnify the Executive (and his
legal representatives or other successors) to the fullest extent permitted
(including payment of expenses in advance of final disposition of a proceeding)
by the laws of the State of 

14

California, as in effect at the time of the subject act or omission, or by 
the Certificate of Incorporation and By-Laws of the Company, as in effect at 
such time, or by the terms of any indemnification agreement between the 
Company and the Executive, whichever affords greatest protection to the 
Executive, and the Executive shall be entitled to the protection of any 
insurance policies the Company may elect to maintain generally for the 
benefit of its directors and officers (and to the extent the Company 
maintains such an insurance policy or policies, the Executive shall be 
covered by such policy or policies, in accordance with its or their terms, to 
the maximum extent of the coverage available for any Company officer or 
director), against all costs, charges and expenses whatsoever incurred or 
sustained by him or his legal representatives at the time such costs, charges 
and expenses are incurred or sustained, in connection with any action, suit 
or proceeding to which he (or his legal representatives or other successors) 
may be made a party by reason of his being or having been a director, officer 
or employee of the Company or any subsidiary thereof, or his serving or 
having served any other enterprises as a director, officer or employee at the 
request of the Company.

(b)  LEGAL FEES AND EXPENSES.  In the event of a dispute between the
Executive and the Company with respect to any of the Executive's rights under
this Agreement, the Company shall reimburse the Executive for any and all legal
fees and related expenses reasonably incurred by him in connection with
enforcing such rights if the Executive is successful in obtaining a money
judgment against the Company in a final arbitration proceeding.  In addition,
the Company shall reimburse Executive for all reasonable legal expenses in
connection with the negotiation and review of this Agreement and any amendments
thereto.

18.  COUNTERPARTS.  This Agreement may be executed by either of the
parties hereto in counterparts, each of which shall be deemed  to be an
original, but all such counterparts shall together constitute one and the same
instrument.

15

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this __ day of _______, 1996, effective as of the Effective Date.

GUESS ?, INC.

By: _________________________________________________
Title: ______________________________________________

_____________________________________________________
Maurice Marciano

EXHIBIT 10.25

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made as of ____________, 1996, by and between 
Guess ?, Inc., a Delaware corporation (herein referred to as the "COMPANY"), 
and Paul Marciano (herein referred to as the "EXECUTIVE").

W I T N E S S E T H:

WHEREAS, the Company intends to make an underwritten initial public 
offering of its common stock (the "PUBLIC OFFERING"); and

WHEREAS, in connection with the Public Offering, the Company and 
Executive deem it to be in their respective best interests to enter into an 
agreement providing for the Company's employment of Executive pursuant to the 
terms herein stated; 

NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained, the parties hereto hereby agree as follows:

1.   EMPLOYMENT; POSITION AND DUTIES; EXCLUSIVE SERVICES.

(a)  EMPLOYMENT.  The Company agrees to employ the Executive, and 
the Executive agrees to be employed by the Company, for the Term provided in 
Section 2 below and upon the other terms and conditions hereinafter provided. 

(b)  POSITION AND DUTIES.  During the Term, the Executive (i) 
agrees to serve as the President and Chief Operating Officer of the Company 
and to perform such reasonable duties as may be delineated in the By-Laws of 
the Company and as may be assigned to him from time to time by the Board of 
Directors of the Company (the "BOARD"), including, without limitation, 
primary responsibility for all advertising, management information systems 
and legal functions of the Company,  (ii) shall report, as President and 
Chief Operating Officer of the Company, only to the Board or to the Chairman 
of the Board and to the Chief Executive Officer of the Company, (iii) shall 
be given such authority as is appropriate to carry out the duties described 
above, it being understood that, in his capacities as President and Chief 
Operating Officer of the Company, his duties will be consistent in scope, 
prestige and authority with the duties of President and Chief Operating 
Officer of the Company as demonstrated by the Company's existing practices as 
of the effective date of this Agreement, and (v) agrees to serve, if elected, 
at no additional compensation (if the other officers or directors (other than 
non-employee directors) of the Company also serve at no additional 
compensation) in the position of officer or director of any subsidiary or 
affiliate of the Company; PROVIDED, HOWEVER, that such position shall be of 
no less status relative to such subsidiary or affiliate as the position that 
the Executive holds pursuant to clause (i) of this Section 1(b) is relative 
to the Company.

(c)  EXCLUSIVE SERVICES.  During the Term, the Executive agrees to 
devote substantially all of his business time, attention, skill and efforts 
exclusively to the business and affairs of the Company and its subsidiaries 
and affiliates, and shall perform and

2

discharge the duties which may be assigned to him from time to time by the 
Board or the Chief Executive Officer.

(d)  RELOCATION.  The Company shall not relocate the Executive's 
principal place of business outside of the Los Angeles metropolitan area 
without the written consent of the Executive.

2.   TERM OF AGREEMENT.  The term of employment under this 
Agreement shall initially be the three-year period commencing on the date of 
the Public Offering (the "EFFECTIVE DATE") and ending on the third 
anniversary of the Effective Date, and shall be automatically extended 
without further action by either party for a successive or successive 
one-year period or periods, unless written notice of either party's intention 
to terminate this Agreement has been given to the other party at least 90 
days prior to the expiration of the Term (including any one-year extension 
thereof).  As used in this Agreement, the "TERM" shall mean the initial 
three-year term plus any extensions thereof as provided in this Section 2.

3.   SALARY AND ANNUAL BONUS.  The Executive's cash compensation 
for all services to be rendered by him in any capacity hereunder shall 
consist of base salary as provided in Section 3(a) and bonus compensation as 
provided in Section 3(b).

(a)  SALARY.  The Executive shall be paid a minimum base salary 
(the "SALARY") at the rate of  $900,000 per annum.  The Salary shall be 
payable in accordance with the customary payroll practices for executives of 
the Company. The amount of Executive's Salary will be reviewed not less often 
than annually by the Compensation Committee of the Board (the "COMPENSATION 
COMMITTEE") and may be increased, but not decreased below such amount, on the 
basis of such review.

(b)  ANNUAL BONUS.  

(i)  GENERAL TERMS.  For each calendar year included in whole or in 
part within the Term, the Executive shall be eligible to earn an annual cash 
bonus (a "BONUS") based upon the achievement by the Company and its 
subsidiaries of performance targets established by the Compensation Committee 
in accordance with the terms of the Company's Annual Incentive Bonus Plan and 
any successor plan thereto (collectively, the "BONUS PLAN").  The performance 
goals on the basis of which the Executive's bonus shall be determined shall 
be no less favorable to the Executive than the goals used to determine the 
bonus of any other executive of the Company whose annual bonus is based in 
whole or in part on corporate performance and who participates in the Bonus 
Plan, and the Compensation Committee shall establish objective criteria to be 
used to determine the extent to which such performance goals have been met.  
The Bonus, if any, payable to the Executive in respect of each calendar year 
will be paid at the same time that bonuses are paid to other participants in 
the Bonus Plan.

3

(ii) AMOUNT OF TARGET BONUS.  For each calendar year included in 
whole or in part within the Term, there shall be a target Bonus (a "TARGET 
BONUS") for the Executive equal to at least 100% of Executive's Salary, at 
the annual rate in effect at the beginning of such calendar year (pro rated, 
if less than an entire year). 

(iii)     DETERMINATION OF THE BONUS AMOUNT.  The amount of the 
actual Bonus for any calendar year to be paid to the Executive will be 
determined, in the sole discretion of the Compensation Committee, based upon 
the performance of the Company and its subsidiaries against the goals 
established by the Compensation Committee pursuant to the Bonus Plan.         

4.   STOCK OPTIONS.   Commencing as of the Effective Date, 
Executive shall be eligible for option grants under the Company's 1996 Equity 
Incentive Plan and any successor plan thereto for the Company's executive 
officers, in accordance with the terms and conditions thereof.  

5.   PENSION AND WELFARE BENEFITS.  During the Term, the Executive 
will participate in all pension and welfare plans, programs and benefits that 
are applicable to executives of the Company.  The benefits provided to the 
Executive during the Term, when taken as a whole, shall be no less favorable 
than the benefits which, when taken as a whole, are provided to any other 
executive of the Company; PROVIDED that Executive shall continue to receive 
life insurance coverage in an amount equal to at least one (1) times his then 
Salary.   During the Term, the Executive shall also be entitled to all 
additional perquisites which the Company provides to its executives.  Subject 
to subsection 7(a)(i) hereof, from and after the expiration of the Term or, 
if earlier, the date of termination of Executive's employment hereunder, 
Executive shall be entitled, during his lifetime, to full Company-paid health 
and life insurance for himself and his immediate family, at a level no less 
favorable than that in effect from time to time for the benefit of the 
Company's senior executive officers.

6.   OTHER BENEFITS.

(a)  TRAVEL AND BUSINESS-RELATED EXPENSES.  During the Term, the 
Executive shall be reimbursed in accordance with the policies of the Company 
for traveling and other  expenses incurred in the performance of the business 
of the Company.

(b)  AUTOMOBILE.  During the Term, the Executive shall be furnished 
with an automobile either owned or leased by the Company or an automobile 
allowance, at the discretion of the Company.  The Company shall pay or 
reimburse the Executive for all reasonable expenses associated with the 
operation of such automobile, including, without limitation, all reasonable 
maintenance and insurance expenses.

(c)  AIRCRAFT.  The Executive shall be provided with reasonable 
access to any aircraft leased or owned by the Company.

4

(d)  COUNTRY CLUB MEMBERSHIP.  During the Term, the Company shall 
pay the Executive's reasonable membership expenses (including fees, dues and 
related expenses) at such country club or clubs as approved by the Board.

(e)  CONSULTING AGREEMENT.  Commencing on the expiration of the 
Term of this Agreement or, if earlier, the date of termination of Executive's 
employment hereunder for any reason other than death or for Cause (as defined 
below), and subject to the provisions of Sections 8 and 9 hereof, the Company 
and Executive shall enter into a two (2) year consulting agreement pursuant 
to which Executive shall render consulting services to the Company as 
Executive and the Company shall agree, for which the Company shall pay 
Executive a consulting fee at an annual rate equal to 50% of Executive's 
Salary, at the rate in effect immediately prior to the commencement of the 
consulting period, payable in accordance with the customary payroll practices 
for executives of the Company or at such other time or times as Executive and 
the Company shall agree.  It is expressly understood that Executive's 
reporting obligations pursuant to such consulting agreement shall be limited 
to the Board and the Chief Executive Officer of the Company, or such other 
person as Executive and the Company shall agree.

7.   TERMINATION OF EMPLOYMENT.

(a)  TERMINATION FOR CAUSE, RESIGNATION WITHOUT GOOD REASON.

(i) If the Executive's employment is terminated by the Company for 
Cause (as defined below) or if the Executive resigns from his employment 
without Good Reason (as defined below), prior to the expiration of the Term, 
the Executive shall be entitled to receive:  (A) the Salary provided for in 
Section 3(a) as accrued through the date of such resignation or termination; 
(B) any Bonus earned but not yet paid in respect of any calendar year 
preceding the year in which such termination or resignation occurs; and (C) 
any unreimbursed expenses.  The Executive shall not accrue or otherwise be 
eligible to receive Salary payments or to participate in any plans, programs 
or benefits described in Section 5 hereof with respect to periods after the 
date of such termination or resignation, and shall not be eligible to receive 
any Bonus in respect of the year of such termination or resignation or any 
calendar year following the year in which such termination or resignation 
occurs.  Any Bonus in respect of a year prior to the year in which such 
termination or resignation occurs shall be payable at such time and in such 
manner as provided for in Section 3(b) hereof.

(ii) Termination for "CAUSE" shall mean termination by action of 
the Board because of:  (A) Executive's willful and continued failure (other 
than by reason of the incapacity of Executive due to physical or mental 
illness) substantially to perform his duties hereunder; (B) a felony 
conviction of the Executive or the perpetration by the Executive of a serious 
dishonest act against the Company or any of its affiliates or subsidiaries; 
(C) any willful misconduct by the Executive that is materially injurious to 
the financial condition or business reputation of the Company or any of its 
affiliates or subsidiaries; or (D) chronic alcoholism or drug abuse which 
materially affects Executive's performance hereunder, 

5

PROVIDED, HOWEVER, that no event or circumstance shall be considered to 
constitute Cause within the meaning of this clause (ii) unless the Executive 
has been given written notice of the events or circumstances constituting 
Cause and has failed to effect a cure thereof within 60 calendar days 
following the receipt of such notice.

(iii)     Resignation for "GOOD REASON" shall mean the resignation 
of the Executive because of (A) a material reduction in Executive's 
responsibilities, duties, authority, status or titles as described in Section 
1 above; or (B) failure by the Company to pay or provide Executive when due 
any compensation, benefits or perquisites to which Executive is entitled 
pursuant to this Agreement or any other plan, contract or arrangement in 
which Executive participates or is entitled to participate; PROVIDED, 
HOWEVER, that no event or circumstance shall be considered to constitute Good 
Reason within the meaning of this clause (iii) unless the Company has been 
given written notice of the events or circumstances constituting Good Reason 
and has failed to effect a cure thereof within 60 calendar days following the 
receipt of such notice.

(iv) The date of termination of employment by the Company pursuant 
to this Section 7(a) shall be the date specified in a written notice of 
termination from the Company to the Executive, which, in the case of a 
proposed termination to which the 60-day cure period provided for in 
subsection (ii) above applies shall be no less than 61 days after the 
delivery of such notice to the Executive.  The date of a resignation by the 
Executive pursuant to this Section 7(a) shall be the date specified in the 
written notice of resignation from the Executive to the Company, which, in 
the case of a proposed resignation to which the 60-day cure period provided 
for in subsection (iii) above applies shall be no less than 61 days after the 
delivery of such notice to the Company, or, if no date is specified therein, 
61 days after receipt by the Company of the written notice of resignation 
from the Executive.

(b)  TERMINATION WITHOUT CAUSE, RESIGNATION FOR GOOD REASON.

(i)  If the Executive's employment is terminated by the Company 
without Cause or if the Executive should resign for Good Reason, prior to the 
expiration of the Term, he shall be entitled to receive:  (A) the Salary 
provided for in Section 3(a) as accrued through the date of such resignation 
or termination and continuing for the remainder of the then-effective Term 
(the "CONTINUATION PERIOD"); (B) any Bonus earned but not yet paid in respect 
of any calendar year preceding the year in which such termination or 
resignation occurs; (C) any unreimbursed expenses and (D) a Bonus for the 
calendar year in which such termination or resignation occurs equal to the 
Executive's Target Bonus for such year and a Bonus for each subsequent year 
included in whole or in part within the Continuation Period equal to the 
Target Bonus for the calendar year in which such termination or resignation 
occurs, PROVIDED, HOWEVER, that the amount of such Bonus payable in respect 
of any partial calendar year at the conclusion of the Continuation Period 
shall be prorated and shall equal the Executive's Bonus for such year 
multiplied by a fraction, the numerator of which shall equal the number of 
days in such calendar year up to and including the last day of the 

6

Continuation Period and the denominator of which shall equal the lesser of 
365 or the number of days in such final calendar year up to and including the 
last day of the Term. 

During the Continuation Period, (X) Salary payments to the 
Executive shall be payable in accordance with the payroll practices of the 
Company, and (Y) Bonus payments shall be made in respect of each calendar 
year at the same time that bonuses are paid to participants in the Bonus 
Plan.   

The Executive shall also be entitled to continued participation in 
the medical, dental and insurance plans and arrangements described in Section 
5, on the same terms and conditions as are in effect immediately prior to 
such termination or resignation, until the earlier to occur of (i) the last 
day of the Continuation Period and (ii) such time as Executive is entitled to 
comparable benefits provided by a subsequent employer.  Anything herein to 
the contrary notwithstanding, the Company shall have no obligation to 
continue to maintain during the Continuation Period any plan or program 
solely as a result of the provisions of this Agreement.  If, during the 
Continuation Period, Executive is precluded from participating in a plan or 
program by its terms or applicable law or if the Company for any reason 
ceases to maintain such plan or program, the Company shall provide Executive 
with compensation or benefits the aggregate value of which, in the reasonable 
judgement of the Company, is no less than the aggregate value of the 
compensation or benefits that Executive would have received under such plan 
or program had he been eligible to participate therein or had such plan or 
program continued to be maintained by the Company.

(ii) Except as may be provided under the terms of any applicable 
grants to the Executive, under any plan or arrangement in which the Executive 
participates under Section 5 or except as may be otherwise required by 
applicable law, including, without limitation, the provisions of Section 
4980B(f) of the Internal Revenue Code of 1986, as amended (the "CODE"), the 
Executive shall have no right under this Agreement or any other agreement to 
receive any other compensation, or to participate in any other plan, 
arrangement or benefit, with respect to future periods after such termination 
or resignation of employment.  Except as otherwise provided in Section 9(d), 
in the event of a termination or resignation pursuant to this Section 7(b), 
the Executive shall have no duty of mitigation with respect to amounts 
payable to him pursuant to this Section 7(b) or other benefits to which he is 
entitled pursuant hereto; PROVIDED, HOWEVER, that, in the event the Executive 
breaches any of the provisions of Sections 8 or 9 hereof, the amounts payable 
to the Executive pursuant to this Section 7(b), or other benefits to which he 
is entitled pursuant hereto, will be offset or reduced by any compensation, 
payments or benefits he may receive from a subsequent employer.

(iii)     The date of termination of employment by the Company 
pursuant to this Section 7(b) shall be the date specified in the written 
notice of termination from the Company to the Executive or, if no date is 
specified therein, ten business days after receipt by the Executive of the 
written notice of termination from the Company.  The date of a resignation by 
the Executive pursuant to this Section 7(b) shall be the date specified in 
the 

7

written notice of resignation from the Executive to the Company or, if no 
date is specified therein, ten business days after receipt by the Company of 
the written notice of resignation from the Executive.

(c)  DEATH OR PERMANENT DISABILITY.  If the Executive's employment 
hereunder terminates by reason of Executive's death or Permanent Disability 
prior to expiration of the Term, the Executive (or his beneficiary (or if no 
such beneficiary is designated, his estate), conservator or guardian, as the 
case may be) shall be entitled to receive: (i) the Salary provided for in 
Section 3(a) as accrued through the date of the Executive's death or 
Permanent Disability; (ii) any Bonus earned but not yet paid in respect of 
any calendar year preceding the year in which the Executive's death or 
Permanent Disability occurs; (iii) a Bonus for the calendar year in which the 
Executive's death or Permanent Disability occurs equal to a pro rata portion 
of the Executive's Target Bonus for such year, determined on the basis of the 
number of days in such year through the date of Executive's death or 
Permanent Disability; and (iv) any unreimbursed expenses.  Bonus payments 
provided for in this Section 7(c) shall be made at such time and in such 
manner as is provided in Section 3(b).  As used in this Section, the term 
"BENEFICIARY" includes both the singular and the plural of such term, as may 
be appropriate.  For purposes of this Agreement, "PERMANENT DISABILITY" shall 
be defined in the same manner as such term or a similar term is defined in 
any long-term disability policy maintained by the Company for the Executive 
and in effect on the date of the Executive's termination of employment with 
the Company, PROVIDED that, in the event that the Company does not maintain a 
long-term disability policy for the Executive, Permanent Disability shall 
mean a physical or mental incapacity that substantially prevents him from 
performing his duties hereunder for a period of 6 consecutive months and that 
can reasonably be expected to continue indefinitely.  Any dispute as to 
whether or not Executive is disabled within the meaning of the preceding 
sentence shall be resolved by a physician reasonably satisfactory to 
Executive and the Company, and the determination of such physician shall be 
final and binding upon both Executive and the Company.

8.   ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS.

(a)  DEFINITION OF "INVENTIONS".  As used herein, the term 
"INVENTIONS" shall mean all inventions, discoveries, improvements, trade 
secrets, formulas, techniques, data, programs, systems, specifications, 
documentations, algorithms, flow charts, logic diagrams, source codes, 
processes, and other information, including works-in-progress, whether or not 
subject to patent, trademark, copyright, trade secret, or mask work 
protection, and whether or not reduced to practice, which are made, created, 
authored, conceived, or reduced to practice by Executive, either alone or 
jointly with others, during the period of employment with the Company 
(including, without limitation, all periods of employment with the Company 
prior to the Effective Date), whether or not performed on the Company's 
premises or property, which (A) relate to the actual or anticipated business, 
activities, research, or investigations of the Company or (B) result from or 
is suggested by work performed by Executive for the Company (whether or not 
made or conceived during normal working hours 

8

or on the premises of the Company), or (C) which result, to any extent, from 
use of the Company's premises or property.

(b)  WORK FOR HIRE.  Executive expressly acknowledges that all 
copyrightable aspects of the Inventions (as defined above) are to be 
considered "works made for hire" within the meaning of the Copyright Act of 
1976, as amended (the "ACT"), and that the Company is to be the "author" 
within the meaning of such Act for all purposes.  All such copyrightable 
works, as well as all copies of such works in whatever medium, fixed or 
embodied, shall be owned exclusively by the Company as of the date of 
creation, and Executive hereby expressly disclaims any and all interest in 
any of such copyrightable works and waives any right of DROIT MORALE or 
similar rights.

(c)  ASSIGNMENT.  Executive acknowledges and agrees that all 
Inventions constitute trade secrets of the Company and shall be the sole 
property of the Company or any other entity designated by the Company.  In 
the event that title to any or all of the Inventions, or any part or element 
thereof, may not, by operation of law, vest in the Company, or such 
Inventions may be found as a matter of law not to be "works made for hire" 
within the meaning of the Act, Executive hereby conveys and irrevocably 
assigns to the Company, without further consideration, all his right, title 
and interest, throughout the universe and in perpetuity, in all Inventions 
and all copies of them, in whatever medium, fixed or embodied, and in all 
written or computer records, graphics, diagrams, notes, or reports relating 
thereto in Executive's possession or under his control, including, with 
respect to any of the foregoing, all rights of copyright, patent, trademark, 
trade secret, mask work, and any and all other proprietary rights therein, 
the right to modify and create derivative works, the right to invoke the 
benefit of any priority under any international convention, and all rights to 
register and renew the same. Anything to the contrary notwithstanding, this 
subsection (c) shall not require Executive to assign any Invention that would 
cause this Section 8, or any portion thereof, to be void or unenforceable 
under Section 2870 of the California Labor Code, and Executive acknowledges 
receipt of the notification required by Section 2872 of the California Labor 
Code.

(d)  PROPRIETARY NOTICES; NO FILINGS; WAIVER OF MORAL RIGHTS. 
Executive acknowledges that all Inventions shall, at the sole option of the 
Company, bear the Company's patent, copyright, trademark, trade secret and 
mask work notices.

Executive agrees not to file any patent, copyright or trademark 
applications relating to any Invention except with prior written consent of 
an authorized representative of the Company (other than Executive).

Executive hereby expressly disclaims any and all interest in any 
Inventions and waives any right of DROIT MORALE or similar rights, such as 
rights of integrity or the right to be attributed as the creator of the 
Invention.

9

(e)  FURTHER ASSURANCES.  Executive agrees to assist the Company, 
or any party designated by the Company, promptly on the Company's request, 
whether before or after the termination of employment, however such 
termination may occur, in perfecting, registering, maintaining, and 
enforcing, in all jurisdictions, the Company's rights in the Inventions by 
performing all acts and executing all documents and instruments deemed 
necessary or convenient by the Company, including, by way of illustration and 
not limitation:

(i)  Executing assignments, applications, and other documents and
instruments in connection with (A) obtaining patents, copyrights,
trademarks, mask works, or other proprietary protections for the Inventions
and (B) confirming the assignment to the Company of all right, title and
interest in the Inventions or otherwise establishing the Company's
exclusive ownership rights therein.

(ii) Cooperating in the prosecution of patent, copyright, trademark
and mask work applications, as well as in the enforcement of the Company's
rights in the Inventions, including, but not limited to, testifying in
court or before any patent, copyright, trademark or mask work registry
office or any other administrative body.

Executive will be reimbursed for all out-of-pocket costs reasonably 
incurred in connection with the foregoing, if such assistance is requested by 
the Company after the termination of Executive's employment.  In addition, to 
the extent that, after the termination of employment for whatever reason, 
Executive's technical expertise shall be required in connection with the 
fulfillment of the aforementioned obligations, the Company will compensate 
Executive at a reasonable rate for the time actually spent by Executive at 
the Company's request rendering such assistance.

(f)  POWER OF ATTORNEY.  Executive hereby irrevocably appoints the 
Company to be his Attorney-in-Fact to execute any document and to take any 
action in his name and on his behalf and to generally use his name for the 
purpose of giving to the Company the full benefit of the assignment 
provisions set forth above.

(g)  DISCLOSURE OF INVENTIONS.  Executive will make full and prompt 
disclosure to the Company of all Inventions subject to assignment to the 
Company, and all information relating thereto in Executive's possession or 
under his control as to possible applications and use thereof.

9.   NO COMPETING EMPLOYMENT; NO INTERFERENCE; CONFIDENTIALITY;     
REMEDIES.

(a)  NO COMPETING EMPLOYMENT.  For so long as the Executive is 
employed by the Company or any of its affiliates and subsidiaries and 
continuing for the two-year period commencing at the expiration of the Term 
hereof or the earlier termination of Executive's employment for any reason 
other than death (such period being referred to hereinafter as the 
"RESTRICTED PERIOD"), the Executive shall not, unless he receives after the 

10

Effective Date the prior written consent of the Board, directly or 
indirectly, whether as owner, consultant, employee, partner, venturer, agent, 
through stock ownership, investment of capital, lending of money or property, 
rendering of services, or otherwise, compete with the Company or any of its 
affiliates or subsidiaries in any business in which any of them is engaged 
during the Term hereunder or at the time of the termination of the 
Executive's employment hereunder, including without limitation the design, 
manufacture and/or distribution of men's or women's sportswear or accessories 
(such businesses are hereinafter referred to as the "BUSINESS"), or assist, 
become interested in or be connected with any corporation, firm, partnership, 
joint venture, sole proprietorship or other entity which so competes with the 
Business, except that the provisions of this Section 9(a) will not be deemed 
breached merely because Executive owns equity in (i) Charles David of 
California, (ii) California Sunshine Active Wear, Inc.; or (iii) Nantucket 
Industries, Inc. or because Executive "beneficially owns", either 
individually or as a member of a "group" (as such terms are used in Rule 
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act")), not more than five percent (5%) of the voting securities of any one 
or more companies that file reports pursuant to the Exchange Act.  After the 
expiration of the Term hereof and during the two-year period referenced 
above, the restrictions imposed by this paragraph shall not apply to any 
business in which the Company or its affiliates and subsidiaries were not 
engaged at the time of termination of the Executive's employment hereunder or 
to any geographic area in which the Company or its affiliates and 
subsidiaries were not engaged in the Business at the time of termination.  

(b)  NO INTERFERENCE.  During the Restricted Period, the Executive 
shall not, for the purpose of competing with the Business, directly or 
indirectly, whether for his own account or for the account of any other 
individual, partnership, firm, corporation or other business organization or 
entity (other than the Company), intentionally solicit, endeavor to entice 
away from the Company or any of its affiliates or subsidiaries, or otherwise 
intentionally interfere with the relationship of the Company or any of its 
affiliates or subsidiaries with any person who is employed by or otherwise 
engaged to perform services for the Company or any of its affiliates or 
subsidiaries or influence, or seek to influence, any person or entity who is 
a customer, client or supplier of the Company or any of its affiliates or 
subsidiaries to divert their business to any person or entity that competes 
with the Company or any of its affiliates or subsidiaries, nor shall the 
Executive participate in the efforts of any individual, partnership, firm, 
corporation or other business corporation or entity for which he provides 
services, by which he is employed, or in which he invests, to do so, except 
that the provisions of this Section 9(b) will not be deemed breached merely 
because Executive owns equity in (i) Charles David of California, (ii) 
California Sunshine Active Wear, Inc.; or (iii) Nantucket Industries, Inc. or 
because Executive "beneficially owns", either individually or as a member of 
a "group" (as such terms are used in Rule 13d-3 under the Exchange Act), not 
more than five percent (5%) of the voting securities of any one or more 
companies that file reports pursuant to the Exchange Act.  After the 
expiration of the Term hereof and during the two-year period referenced in 
subsection 9(a), the restrictions imposed by this paragraph shall not apply 
to any business in which the Company or its affiliates and subsidiaries were 
not engaged at the time of termination of the 

11

Executive's employment hereunder or to any geographic area in which the 
Company or its affiliates and subsidiaries were not engaged in the Business 
at the time of termination. 

(c)  CONFIDENTIAL INFORMATION.  The Executive recognizes that the 
services to be performed by him hereunder, and the services performed by him 
during prior periods of employment with the Company, are special, unique and 
extraordinary and that, by reason of such employment, he has acquired and 
will continue to acquire confidential information and trade secrets 
concerning the operations of the Company and its affiliates and subsidiaries. 
Accordingly, the Executive agrees that he will not, except with the prior 
written consent of the Board or as may be required by law, directly or 
indirectly, disclose during the Term or any time thereafter any secret or 
confidential information that he has learned by reason of his association 
with the Company or any of its affiliates or subsidiaries or use any such 
information to the detriment of the Company or its affiliates or subsidiaries 
so long as such confidential information or trade secrets have not been 
disclosed or are not otherwise in the public domain.  The term "CONFIDENTIAL 
INFORMATION" means any information about the Company, its subsidiaries and 
affiliates, and their respective clients and customers, not previously 
disclosed to the public or to the trade by the Company's management, 
including, without limitation, any products, data, formulae, facilities and 
methods, trade secrets and other intellectual property, systems, records 
(including computer records), procedures, manuals, confidential reports, 
product price lists, client and customer lists, financial information 
(including the revenues, costs or profits associated with any of the 
Company's products), business plans, prospects or opportunities.

(d)  REMEDIES; SURVIVAL OF AGREEMENT.  In the event that the 
Executive materially breaches any of the covenants set forth in this Section 
9 and fails to cure such breach to the reasonable satisfaction of the Company 
within 10 business days after receipt of written notice thereof to the 
Executive, any obligation of the Company to make any payment to the Executive 
pursuant to this Agreement, including without limitation any payments 
pursuant to Section 7(b) (other than payments of Salary or Bonus earned prior 
to the date of such breach and unreimbursed expenses), shall be cancelled.  
In addition, the Executive acknowledges that a breach of any of the covenants 
contained in this Section 9 may result in material irreparable injury to the 
Company or its affiliates or subsidiaries for which there is no adequate 
remedy at law, that it will not be possible to measure damages for such 
injuries precisely and that, in the event of such a breach or threat thereof, 
the Company shall be entitled, in addition to any other rights or remedies it 
may have, to seek an injunction enjoining or restraining the Executive from 
any violation or threatened violation of this Section 9.  The Executive's 
agreement as set forth in this Section shall survive the termination of the 
Executive's employment under this Agreement.        

10.  SOURCE OF PAYMENTS.  All payments provided under this 
Agreement, other than payments made pursuant to a benefit plan which may 
provide otherwise, shall be paid in cash from the general funds of the 
Company, and no special or separate fund shall be established, and no other 
segregation of assets made, to assure payment.  The Executive shall have no 
right, title, or interest whatever in or to any investments which the Company 
may

12

make to aid the Company in meeting its obligations hereunder.  Nothing 
contained in this Agreement, and no action taken pursuant to its provisions, 
shall create or be construed to create a trust of any kind, or a fiduciary 
relationship, between the Company and the Executive or any other person.  To 
the extent that any person acquires a right to receive payments from the 
Company hereunder, such right shall be no greater than the right of an 
unsecured creditor of the Company.

11.  TAX WITHHOLDING.  Payments to the Executive of all 
compensation contemplated under this Agreement shall be subject to all 
applicable legal requirements with respect to the withholding of taxes.

12.  NONASSIGNABILITY; BINDING AGREEMENT.  Neither this Agreement 
nor any right, duty, obligation or interest hereunder shall be assignable or 
delegable by the Executive without the Company's prior written consent; 
PROVIDED, HOWEVER, that nothing in this Section shall preclude the Executive 
from designating any of his beneficiaries to receive any benefits payable 
hereunder upon his death or disability, or his executors, administrators, or 
other legal representatives, from assigning any rights hereunder to the 
person or persons entitled thereto.  This Agreement shall be binding upon, 
and inure to the benefit of, the parties hereto, any successors to or assigns 
of the Company and the Executive's heirs and the personal representatives of 
the Executive's estate.  

13.  AMENDMENT; WAIVER.  This Agreement may not be modified, 
amended or waived in any manner except by an instrument in writing signed by 
the parties hereto.  The waiver by either party of compliance with any 
provision of this Agreement by the other party shall not operate or be 
construed as a waiver of any provision of this Agreement, or of any 
subsequent breach by such party of a provision of this Agreement.

14.  NOTICES.   Any notice hereunder by either party to the other 
shall be given in writing by personal delivery, telex, telecopy or certified 
mail, return receipt requested, to the applicable address set forth below:

(i)  To the Company:    Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Attention: Glenn A. Weinman, Esq.
Telecopier: (213) 744-7840

(ii) To the Executive:  Mr. Paul Marciano
Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Telecopier: (213) 744-7825

13

(or such other address as may from time to time be designated by notice by 
any party hereto for such purpose).  Notice shall be deemed given, if by 
personal delivery, on the date of such delivery or, if by telex or telecopy, 
on the business day following receipt of answerback or telecopy confirmation 
or, if by certified mail, on the date shown on the applicable return receipt. 

15.  CALIFORNIA LAW.  This Agreement is to be governed by and 
interpreted in accordance with the laws of the State of California, without 
giving effect to the choice-of-law provisions thereof.  If, under such law, 
any portion of this Agreement is at any time deemed to be in conflict with 
any applicable statute, rule, regulation or ordinance, such portion shall be 
deemed to be modified or altered to conform thereto or, if that is not 
possible, to be omitted from this Agreement, and the invalidity of any such 
portion shall not affect the force, effect and validity of the remaining 
portion hereof.

16.  ARBITRATION.  Any controversy or claim arising out of or 
relating to this Agreement, including, but not limited to, any claim relating 
to its validity, interpretation, enforceability or breach, or any other claim 
or controversy arising out of the employment relationship or the commencement 
or termination of that relationship, including, but not limited to, claims 
for breach of covenant, breach of implied covenant or intentional infliction 
of emotional distress, which are not settled by agreement between the 
parties, shall be settled by arbitration in Los Angeles, California before a 
board of three arbitrators, one to be selected by the Company, one by 
Executive and the other by the two persons so selected, all in accordance 
with the labor arbitration rules of the American Arbitration Association then 
in effect; PROVIDED, HOWEVER, that the Company shall nevertheless be entitled 
to seek relief under Section 9 in accordance with Section 9(d).  In 
consideration of the parties' agreement to submit to arbitration disputes 
with regard to this Agreement and with regard to any alleged contract or tort 
or other claim arising out of the employment relationship, and in 
consideration of the anticipated expedition and minimization of expense of 
this arbitration remedy, each party agrees that the arbitration provisions of 
this Agreement shall provide it with exclusive remedy, except as provided in 
the preceding sentence, and each party expressly waives any right it might 
have to seek redress in any other forum except as provided herein.  The 
parties further agree that the arbitrators acting hereunder shall be 
empowered to assess no remedy other than the payment of compensatory damages 
or an order (including temporary, preliminary and permanent injunctive 
relief) enforcing the provisions of Section 9.  Executive acknowledges that 
the Company would be irreparably injured by Executive's breach of his 
obligations under Section 9 and that monetary damages would be inadequate.  
Subject to the provisions of Section 17(b) hereof, the expenses of the third 
arbitrator and of a transcript of any arbitration proceeding shall be divided 
equally between the Company and Executive and each party shall bear the 
expense of the arbitrator selected by it and of any witnesses it calls.  Any 
decision and award or order of the majority of the arbitrators shall be 
binding upon the parties hereto and judgment thereon may be entered in any 
court having jurisdiction thereof.

14

17.  INDEMNITY AND REIMBURSEMENT OF LEGAL EXPENSES.  

(a)  INDEMNITY.  The Company will indemnify the Executive (and his 
legal representatives or other successors) to the fullest extent permitted 
(including payment of expenses in advance of final disposition of a 
proceeding) by the laws of the State of California, as in effect at the time 
of the subject act or omission, or by the Certificate of Incorporation and 
By-Laws of the Company, as in effect at such time, or by the terms of any 
indemnification agreement between the Company and the Executive, whichever 
affords greatest protection to the Executive, and the Executive shall be 
entitled to the protection of any insurance policies the Company may elect to 
maintain generally for the benefit of its directors and officers (and to the 
extent the Company maintains such an insurance policy or policies, the 
Executive shall be covered by such policy or policies, in accordance with its 
or their terms, to the maximum extent of the coverage available for any 
Company officer or director), against all costs, charges and expenses 
whatsoever incurred or sustained by him or his legal representatives at the 
time such costs, charges and expenses are incurred or sustained, in 
connection with any action, suit or proceeding to which he (or his legal 
representatives or other successors) may be made a party by reason of his 
being or having been a director, officer or employee of the Company or any 
subsidiary thereof, or his serving or having served any other enterprises as 
a director, officer or employee at the request of the Company.

(b)  LEGAL FEES AND EXPENSES.  In the event of a dispute between 
the Executive and the Company with respect to any of the Executive's rights 
under this Agreement, the Company shall reimburse the Executive for any and 
all legal fees and related expenses reasonably incurred by him in connection 
with enforcing such rights if the Executive is successful in obtaining a 
money judgment against the Company in a final arbitration proceeding.  In 
addition, the Company shall reimburse Executive for all reasonable legal 
expenses in connection with the negotiation and review of this Agreement and 
any amendments thereto.

18.  COUNTERPARTS.  This Agreement may be executed by either of the 
parties hereto in counterparts, each of which shall be deemed  to be an 
original, but all such counterparts shall together constitute one and the 
same instrument.

15

IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
this __ day of _______, 1996, effective as of the Effective Date.

GUESS ?, INC.

By: ________________________________

Title: _____________________________

____________________________________
Paul Marciano

EXHIBIT 10.26
EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made as of ____________, 1996, by and between
Guess ?, Inc., a Delaware corporation (herein referred to as the "COMPANY"), and
Armand Marciano (herein referred to as the "EXECUTIVE").

W I T N E S S E T H:

WHEREAS, the Company intends to make an underwritten initial public
offering of its common stock (the "PUBLIC OFFERING"); and

WHEREAS, in connection with the Public Offering, the Company and
Executive deem it to be in their respective best interests to enter into an
agreement providing for the Company's employment of Executive pursuant to the
terms herein stated; 

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

1.   EMPLOYMENT; POSITION AND DUTIES; EXCLUSIVE SERVICES.

(a)  EMPLOYMENT.  The Company agrees to employ the Executive, and the
Executive agrees to be employed by the Company, for the Term provided in Section
2 below and upon the other terms and conditions hereinafter provided.  

(b)  POSITION AND DUTIES.  During the Term, the Executive (i) agrees
to serve as the Senior Executive Vice President and Secretary of the Company and
to perform such reasonable duties as may be delineated in the By-Laws of the
Company and as may be assigned to him from time to time by the Board of
Directors of the Company (the "BOARD"), including, without limitation, primary
responsibility for all production functions of the Company,  (ii) shall report,
as Senior Executive Vice President and Secretary of the Company, only to the
Board or to the Chairman of the Board and to the Chief Executive Officer of the
Company, (iii) shall be given such authority as is appropriate to carry out the
duties described above, it being understood that, in his capacities as Senior
Executive Vice President and Secretary of the Company, his duties will be
consistent in scope, prestige and authority with the duties of Senior Executive
Vice President and Secretary of the Company as demonstrated by the Company's
existing practices as of the effective date of this Agreement, and (v) agrees to
serve, if elected, at no additional compensation (if the other officers or
directors (other than non-employee directors) of the Company also serve at no
additional compensation) in the position of officer or director of any
subsidiary or affiliate of the Company; PROVIDED, HOWEVER, that such position
shall be of no less status relative to such subsidiary or affiliate as the
position that the Executive holds pursuant to clause (i) of this Section 1(b) is
relative to the Company.

(c)  EXCLUSIVE SERVICES.  During the Term, the Executive agrees to
devote substantially all of his business time, attention, skill and efforts
exclusively to the business and affairs of the Company and its subsidiaries and
affiliates, and shall perform and

2

discharge the duties which may be assigned to him from time to time by the 
Board or the Chief Executive Officer.

(d)  RELOCATION.  The Company shall not relocate the Executive's
principal place of business outside of the Los Angeles metropolitan area without
the written consent of the Executive.

2.   TERM OF AGREEMENT.  The term of employment under this Agreement
shall initially be the three-year period commencing on the date of the Public
Offering (the "EFFECTIVE DATE") and ending on the third anniversary of the
Effective Date, and shall be automatically extended without further action by
either party for a successive or successive one-year period or periods, unless
written notice of either party's intention to terminate this Agreement has been
given to the other party at least 90 days prior to the expiration of the Term
(including any one-year extension thereof).  As used in this Agreement, the
"TERM" shall mean the initial three-year term plus any extensions thereof as
provided in this Section 2.

3.   SALARY AND ANNUAL BONUS.  The Executive's cash compensation for
all services to be rendered by him in any capacity hereunder shall consist of
base salary as provided in Section 3(a) and bonus compensation as provided in
Section 3(b).

(a)  SALARY.  The Executive shall be paid a minimum base salary (the
"SALARY") at the rate of  $650,000 per annum.  The Salary shall be payable in
accordance with the customary payroll practices for executives of the Company. 
The amount of Executive's Salary will be reviewed not less often than annually
by the Compensation Committee of the Board (the "COMPENSATION COMMITTEE") and
may be increased, but not decreased below such amount, on the basis of such
review.

(b)  ANNUAL BONUS.  

(i)  GENERAL TERMS.  For each calendar year included in whole or in
part within the Term, the Executive shall be eligible to earn an annual cash
bonus (a "BONUS") based upon the achievement by the Company and its subsidiaries
of performance targets established by the Compensation Committee in accordance
with the terms of the Company's Annual Incentive Bonus Plan and any successor
plan thereto (collectively, the "BONUS PLAN").  The performance goals on the
basis of which the Executive's bonus shall be determined shall be no less
favorable to the Executive than the goals used to determine the bonus of any
other executive of the Company whose annual bonus is based in whole or in part
on corporate performance and who participates in the Bonus Plan, and the
Compensation Committee shall establish objective criteria to be used to
determine the extent to which such performance goals have been met.  The Bonus,
if any, payable to the Executive in respect of each calendar year will be paid
at the same time that bonuses are paid to other participants in the Bonus Plan.

3

(ii) AMOUNT OF TARGET BONUS.  For each calendar year included in whole
or in part within the Term, there shall be a target Bonus (a "TARGET BONUS") for
the Executive equal to at least 100% of Executive's Salary, at the annual rate
in effect at the beginning of such calendar year (pro rated, if less than an
entire year). 

(iii)     DETERMINATION OF THE BONUS AMOUNT.  The amount of the actual
Bonus for any calendar year to be paid to the Executive will be determined, in
the sole discretion of the Compensation Committee, based upon the performance of
the Company and its subsidiaries against the goals established by the
Compensation Committee pursuant to the Bonus Plan.

4.   STOCK OPTIONS.   Commencing as of the Effective Date, Executive
shall be eligible for option grants under the Company's 1996 Equity Incentive
Plan and any successor plan thereto for the Company's executive officers, in
accordance with the terms and conditions thereof.  

5.   PENSION AND WELFARE BENEFITS.  During the Term, the Executive will
participate in all pension and welfare plans, programs and benefits that are
applicable to executives of the Company.  The benefits provided to the Executive
during the Term, when taken as a whole, shall be no less favorable than the
benefits which, when taken as a whole, are provided to any other executive of
the Company; PROVIDED that Executive shall continue to receive life insurance
coverage in an amount equal to at least one (1) times his then Salary.   During
the Term, the Executive shall also be entitled to all additional perquisites
which the Company provides to its executives.  Subject to subsection 7(a)(i)
hereof, from and after the expiration of the Term or, if earlier, the date of
termination of Executive's employment hereunder, Executive shall be entitled,
during his lifetime, to full Company-paid health and life insurance for himself
and his immediate family, at a level no less favorable than that in effect from
time to time for the benefit of the Company's senior executive officers.

6.   OTHER BENEFITS.

(a)  TRAVEL AND BUSINESS-RELATED EXPENSES.  During the Term, the
Executive shall be reimbursed in accordance with the policies of the Company for
traveling and other expenses incurred in the performance of the business of the
Company.

(b)  AUTOMOBILE.  During the Term, the Executive shall be furnished
with an automobile either owned or leased by the Company or an automobile
allowance, at the discretion of the Company.  The Company shall pay or reimburse
the Executive for all reasonable expenses associated with the operation of such
automobile, including, without limitation, all reasonable maintenance and
insurance expenses.

(c)  AIRCRAFT.  The Executive shall be provided with reasonable access
to any aircraft leased or owned by the Company.

4

(d)  COUNTRY CLUB MEMBERSHIP.  During the Term, the Company shall pay
the Executive's reasonable membership expenses (including fees, dues and related
expenses) at such country club or clubs as approved by the Board.

(e)  CONSULTING AGREEMENT.  Commencing on the expiration of the Term
of this Agreement or, if earlier, the date of termination of Executive's
employment hereunder for any reason other than death or for Cause (as defined
below), and subject to the provisions of Sections 8 and 9 hereof, the Company
and Executive shall enter into a two (2) year consulting agreement pursuant to
which Executive shall render consulting services to the Company as Executive and
the Company shall agree, for which the Company shall pay Executive a consulting
fee at an annual rate equal to 50% of Executive's Salary, at the rate in effect
immediately prior to the commencement of the consulting period, payable in
accordance with the customary payroll practices for executives of the Company or
at such other time or times as Executive and the Company shall agree.  It is
expressly understood that Executive's reporting obligations pursuant to such
consulting agreement shall be limited to the Board and the Chief Executive
Officer of the Company, or such other person as Executive and the Company shall
agree.

7.   TERMINATION OF EMPLOYMENT.

(a)  TERMINATION FOR CAUSE, RESIGNATION WITHOUT GOOD REASON.

(i) If the Executive's employment is terminated by the Company for
Cause (as defined below) or if the Executive resigns from his employment without
Good Reason (as defined below), prior to the expiration of the Term, the
Executive shall be entitled to receive:  (A) the Salary provided for in Section
3(a) as accrued through the date of such resignation or termination; (B) any
Bonus earned but not yet paid in respect of any calendar year preceding the year
in which such termination or resignation occurs; and (C) any unreimbursed
expenses.  The Executive shall not accrue or otherwise be eligible to receive
Salary payments or to participate in any plans, programs or benefits described
in Section 5 hereof with respect to periods after the date of such termination
or resignation, and shall not be eligible to receive any Bonus in respect of the
year of such termination or resignation or any calendar year following the year
in which such termination or resignation occurs.  Any Bonus in respect of a year
prior to the year in which such termination or resignation occurs shall be
payable at such time and in such manner as provided for in Section 3(b) hereof.

(ii) Termination for "CAUSE" shall mean termination by action of the
Board because of:  (A) Executive's willful and continued failure (other than by
reason of the incapacity of Executive due to physical or mental illness)
substantially to perform his duties hereunder; (B) a felony conviction of the
Executive or the perpetration by the Executive of a serious dishonest act
against the Company or any of its affiliates or subsidiaries; (C) any willful
misconduct by the Executive that is materially injurious to the financial
condition or business reputation of the Company or any of its affiliates or
subsidiaries; or (D) chronic alcoholism or drug abuse which materially affects
Executive's performance hereunder;

5

PROVIDED, HOWEVER, that no event or circumstance shall be considered to 
constitute Cause within the meaning of this clause (ii) unless the Executive 
has been given written notice of the events or circumstances constituting 
Cause and has failed to effect a cure thereof within 60 calendar days 
following the receipt of such notice.

(iii)     Resignation for "GOOD REASON" shall mean the resignation of
the Executive because of (A) a material reduction in Executive's
responsibilities, duties, authority, status or titles as described in Section 1
above; or (B) failure by the Company to pay or provide Executive when due any
compensation, benefits or perquisites to which Executive is entitled pursuant to
this Agreement or any other plan, contract or arrangement in which Executive
participates or is entitled to participate; PROVIDED, HOWEVER, that no event or
circumstance shall be considered to constitute Good Reason within the meaning of
this clause (iii) unless the Company has been given written notice of the events
or circumstances constituting Good Reason and has failed to effect a cure
thereof within 60 calendar days following the receipt of such notice.

(iv) The date of termination of employment by the Company pursuant to
this Section 7(a) shall be the date specified in a written notice of termination
from the Company to the Executive, which, in the case of a proposed termination
to which the 60-day cure period provided for in subsection (ii) above applies
shall be no less than 61 days after the delivery of such notice to the
Executive.  The date of a resignation by the Executive pursuant to this Section
7(a) shall be the date specified in the written notice of resignation from the
Executive to the Company, which, in the case of a proposed resignation to which
the 60-day cure period provided for in subsection (iii) above applies shall be
no less than 61 days after the delivery of such notice to the Company, or, if no
date is specified therein, 61 days after receipt by the Company of the written
notice of resignation from the Executive.

(b)  TERMINATION WITHOUT CAUSE, RESIGNATION FOR GOOD REASON.

(i)  If the Executive's employment is terminated by the Company
without Cause or if the Executive should resign for Good Reason, prior to the
expiration of the Term, he shall be entitled to receive:  (A) the Salary
provided for in Section 3(a) as accrued through the date of such resignation or
termination and continuing for the remainder of the then-effective Term (the
"CONTINUATION PERIOD"); (B) any Bonus earned but not yet paid in respect of any
calendar year preceding the year in which such termination or resignation
occurs; (C) any unreimbursed expenses and (D) a Bonus for the calendar year in
which such termination or resignation occurs equal to the Executive's Target
Bonus for such year and a Bonus for each subsequent year included in whole or in
part within the Continuation Period equal to the Target Bonus for the calendar
year in which such termination or resignation occurs; PROVIDED, HOWEVER, that
the amount of such Bonus payable in respect of any partial calendar year at the
conclusion of the Continuation Period shall be prorated and shall equal the
Executive's Bonus for such year multiplied by a fraction, the numerator of which
shall equal the number of days in such calendar year up to and including the
last day of the

6

Continuation Period and the denominator of which shall equal the lesser of 
365 or the number of days in such final calendar year up to and including the 
last day of the Term. 

During the Continuation Period, (X) Salary payments to the Executive
shall be payable in accordance with the payroll practices of the Company, and
(Y) Bonus payments shall be made in respect of each calendar year at the same
time that bonuses are paid to participants in the Bonus Plan.   

The Executive shall also be entitled to continued participation in the
medical, dental and insurance plans and arrangements described in Section 5, on
the same terms and conditions as are in effect immediately prior to such
termination or resignation, until the earlier to occur of (i) the last day of
the Continuation Period and (ii) such time as Executive is entitled to
comparable benefits provided by a subsequent employer.  Anything herein to the
contrary notwithstanding, the Company shall have no obligation to continue to
maintain during the Continuation Period any plan or program solely as a result
of the provisions of this Agreement.  If, during the Continuation Period,
Executive is precluded from participating in a plan or program by its terms or
applicable law or if the Company for any reason ceases to maintain such plan or
program, the Company shall provide Executive with compensation or benefits the
aggregate value of which, in the reasonable judgement of the Company, is no less
than the aggregate value of the compensation or benefits that Executive would
have received under such plan or program had he been eligible to participate
therein or had such plan or program continued to be maintained by the Company.

(ii) Except as may be provided under the terms of any applicable
grants to the Executive, under any plan or arrangement in which the Executive
participates under Section 5 or except as may be otherwise required by
applicable law, including, without limitation, the provisions of Section
4980B(f) of the Internal Revenue Code of 1986, as amended (the "CODE"), the
Executive shall have no right under this Agreement or any other agreement to
receive any other compensation, or to participate in any other plan, arrangement
or benefit, with respect to future periods after such termination or resignation
of employment.  Except as otherwise provided in Section 9(d), in the event of a
termination or resignation pursuant to this Section 7(b), the Executive shall
have no duty of mitigation with respect to amounts payable to him pursuant to
this Section 7(b) or other benefits to which he is entitled pursuant hereto;
PROVIDED, HOWEVER, that, in the event the Executive breaches any of the
provisions of Sections 8 or 9 hereof, the amounts payable to the Executive
pursuant to this Section 7(b), or other benefits to which he is entitled
pursuant hereto, will be offset or reduced by any compensation, payments or
benefits he may receive from a subsequent employer.

(iii)     The date of termination of employment by the Company
pursuant to this Section 7(b) shall be the date specified in the written notice
of termination from the Company to the Executive or, if no date is specified
therein, ten business days after receipt by the Executive of the written notice
of termination from the Company.  The date of a resignation by the Executive
pursuant to this Section 7(b) shall be the date specified in the 

7

written notice of resignation from the Executive to the Company or, if no 
date is specified therein, ten business days after receipt by the Company of 
the written notice of resignation from the Executive.

(c)  DEATH OR PERMANENT DISABILITY.  If the Executive's employment
hereunder terminates by reason of Executive's death or Permanent Disability
prior to expiration of the Term, the Executive (or his beneficiary (or if no
such beneficiary is designated, his estate), conservator or guardian, as the
case may be) shall be entitled to receive: (i) the Salary provided for in
Section 3(a) as accrued through the date of the Executive's death or Permanent
Disability; (ii) any Bonus earned but not yet paid in respect of any calendar
year preceding the year in which the Executive's death or Permanent Disability
occurs; (iii) a Bonus for the calendar year in which the Executive's death or
Permanent Disability occurs equal to a pro rata portion of the Executive's
Target Bonus for such year, determined on the basis of the number of days in
such year through the date of Executive's death or Permanent Disability; and
(iv) any unreimbursed expenses.  Bonus payments provided for in this Section
7(c) shall be made at such time and in such manner as is provided in Section
3(b).  As used in this Section, the term "BENEFICIARY" includes both the
singular and the plural of such term, as may be appropriate.  For purposes of
this Agreement, "PERMANENT DISABILITY" shall be defined in the same manner as
such term or a similar term is defined in any long-term disability policy
maintained by the Company for the Executive and in effect on the date of the
Executive's termination of employment with the Company, PROVIDED that, in the
event that the Company does not maintain a long-term disability policy for the
Executive, Permanent Disability shall mean a physical or mental incapacity that
substantially prevents him from performing his duties hereunder for a period of
6 consecutive months and that can reasonably be expected to continue
indefinitely.  Any dispute as to whether or not Executive is disabled within the
meaning of the preceding sentence shall be resolved by a physician reasonably
satisfactory to Executive and the Company, and the determination of such
physician shall be final and binding upon both Executive and the Company.

8.   ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS.

(a)  DEFINITION OF "INVENTIONS".  As used herein, the term
"INVENTIONS" shall mean all inventions, discoveries, improvements, trade
secrets, formulas, techniques, data, programs, systems, specifications,
documentations, algorithms, flow charts, logic diagrams, source codes,
processes, and other information, including works-in-progress, whether or not
subject to patent, trademark, copyright, trade secret, or mask work protection,
and whether or not reduced to practice, which are made, created, authored,
conceived, or reduced to practice by Executive, either alone or jointly with
others, during the period of employment with the Company (including, without
limitation, all periods of employment with the Company prior to the Effective
Date), whether or not performed on the Company's premises or property, which (A)
relate to the actual or anticipated business, activities, research, or
investigations of the Company or (B) result from or is suggested by work
performed by Executive for the Company (whether or not made or conceived during
normal working hours

8

or on the premises of the Company), or (C) which result, to any extent, from 
use of the Company's premises or property.

(b)  WORK FOR HIRE.  Executive expressly acknowledges that all
copyrightable aspects of the Inventions (as defined above) are to be considered
"works made for hire" within the meaning of the Copyright Act of 1976, as
amended (the "ACT"), and that the Company is to be the "author" within the
meaning of such Act for all purposes.  All such copyrightable works, as well as
all copies of such works in whatever medium, fixed or embodied, shall be owned
exclusively by the Company as of the date of creation, and Executive hereby
expressly disclaims any and all interest in any of such copyrightable works and
waives any right of DROIT MORALE or similar rights.

(c)  ASSIGNMENT.  Executive acknowledges and agrees that all
Inventions constitute trade secrets of the Company and shall be the sole
property of the Company or any other entity designated by the Company.  In the
event that title to any or all of the Inventions, or any part or element
thereof, may not, by operation of law, vest in the Company, or such Inventions
may be found as a matter of law not to be "works made for hire" within the
meaning of the Act, Executive hereby conveys and irrevocably assigns to the
Company, without further consideration, all his right, title and interest,
throughout the universe and in perpetuity, in all Inventions and all copies of
them, in whatever medium, fixed or embodied, and in all written or computer
records, graphics, diagrams, notes, or reports relating thereto in Executive's
possession or under his control, including, with respect to any of the
foregoing, all rights of copyright, patent, trademark, trade secret, mask work,
and any and all other proprietary rights therein, the right to modify and create
derivative works, the right to invoke the benefit of any priority under any
international convention, and all rights to register and renew the same. 
Anything to the contrary notwithstanding, this subsection (c) shall not require
Executive to assign any Invention that would cause this Section 8, or any
portion thereof, to be void or unenforceable under Section 2870 of the
California Labor Code, and Executive acknowledges receipt of the notification
required by Section 2872 of the California Labor Code.

(d)  PROPRIETARY NOTICES; NO FILINGS; WAIVER OF MORAL RIGHTS. 
Executive acknowledges that all Inventions shall, at the sole option of the
Company, bear the Company's patent, copyright, trademark, trade secret and mask
work notices.

Executive agrees not to file any patent, copyright or trademark
applications relating to any Invention except with prior written consent of an
authorized representative of the Company (other than Executive).

Executive hereby expressly disclaims any and all interest in any
Inventions and waives any right of DROIT MORALE or similar rights, such as
rights of integrity or the right to be attributed as the creator of the
Invention.

9

(e)  FURTHER ASSURANCES.  Executive agrees to assist the Company, or
any party designated by the Company, promptly on the Company's request, whether
before or after the termination of employment, however such termination may
occur, in perfecting, registering, maintaining, and enforcing, in all
jurisdictions, the Company's rights in the Inventions by performing all acts and
executing all documents and instruments deemed necessary or convenient by the
Company, including, by way of illustration and not limitation:

(i)  Executing assignments, applications, and other documents and
instruments in connection with (A) obtaining patents, copyrights,
trademarks, mask works, or other proprietary protections for the Inventions
and (B) confirming the assignment to the Company of all right, title and
interest in the Inventions or otherwise establishing the Company's
exclusive ownership rights therein.

(ii) Cooperating in the prosecution of patent, copyright, trademark
and mask work applications, as well as in the enforcement of the Company's
rights in the Inventions, including, but not limited to, testifying in
court or before any patent, copyright, trademark or mask work registry
office or any other administrative body.

Executive will be reimbursed for all out-of-pocket costs reasonably
incurred in connection with the foregoing, if such assistance is requested by
the Company after the termination of Executive's employment.  In addition, to
the extent that, after the termination of employment for whatever reason,
Executive's technical expertise shall be required in connection with the
fulfillment of the aforementioned obligations, the Company will compensate
Executive at a reasonable rate for the time actually spent by Executive at the
Company's request rendering such assistance.

(f)  POWER OF ATTORNEY.  Executive hereby irrevocably appoints the
Company to be his Attorney-in-Fact to execute any document and to take any
action in his name and on his behalf and to generally use his name for the
purpose of giving to the Company the full benefit of the assignment provisions
set forth above.

(g)  DISCLOSURE OF INVENTIONS.  Executive will make full and prompt
disclosure to the Company of all Inventions subject to assignment to the
Company, and all information relating thereto in Executive's possession or under
his control as to possible applications and use thereof.

9.   NO COMPETING EMPLOYMENT; NO INTERFERENCE; CONFIDENTIALITY;
REMEDIES.

(a)  NO COMPETING EMPLOYMENT.  For so long as the Executive is
employed by the Company or any of its affiliates and subsidiaries and continuing
for the two-year period commencing at the expiration of the Term hereof or the
earlier termination of Executive's employment for any reason other than death
(such period being referred to hereinafter as the "RESTRICTED PERIOD"), the
Executive shall not, unless he receives after the

10

Effective Date the prior written consent of the Board, directly or 
indirectly, whether as owner, consultant, employee, partner, venturer, agent, 
through stock ownership, investment of capital, lending of money or property, 
rendering of services, or otherwise, compete with the Company or any of its 
affiliates or subsidiaries in any business in which any of them is engaged 
during the Term hereunder or at the time of the termination of the 
Executive's employment hereunder, including without limitation the design, 
manufacture and/or distribution of men's or women's sportswear or accessories 
(such businesses are hereinafter referred to as the "BUSINESS"), or assist, 
become interested in or be connected with any corporation, firm, partnership, 
joint venture, sole proprietorship or other entity which so competes with the 
Business, except that the provisions of this Section 9(a) will not be deemed 
breached merely because Executive owns equity in (i) Charles David of 
California, (ii) California Sunshine Active Wear, Inc.; or (iii) Nantucket 
Industries, Inc. or because Executive "beneficially owns", either 
individually or as a member of a "group" (as such terms are used in Rule 
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act")), not more than five percent (5%) of the voting securities of any one 
or more companies that file reports pursuant to the Exchange Act.  After the 
expiration of the Term hereof and during the two-year period referenced 
above, the restrictions imposed by this paragraph shall not apply to any 
business in which the Company or its affiliates and subsidiaries were not 
engaged at the time of termination of the Executive's employment hereunder or 
to any geographic area in which the Company or its affiliates and 
subsidiaries were not engaged in the Business at the time of termination.  

(b)  NO INTERFERENCE.  During the Restricted Period, the Executive
shall not, for the purpose of competing with the Business, directly or
indirectly, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization or
entity (other than the Company), intentionally solicit, endeavor to entice away
from the Company or any of its affiliates or subsidiaries, or otherwise
intentionally interfere with the relationship of the Company or any of its
affiliates or subsidiaries with any person who is employed by or otherwise
engaged to perform services for the Company or any of its affiliates or
subsidiaries or influence, or seek to influence, any person or entity who is a
customer, client or supplier of the Company or any of its affiliates or
subsidiaries to divert their business to any person or entity that competes with
the Company or any of its affiliates or subsidiaries, nor shall the Executive
participate in the efforts of any individual, partnership, firm, corporation or
other business corporation or entity for which he provides services, by which he
is employed, or in which he invests, to do so, except that the provisions of
this Section 9(b) will not be deemed breached merely because Executive owns
equity in (i) Charles David of California, (ii) California Sunshine Active Wear,
Inc.; or (iii) Nantucket Industries, Inc. or because Executive "beneficially
owns", either individually or as a member of a "group" (as such terms are used
in Rule 13d-3 under the Exchange Act), not more than five percent (5%) of the
voting securities of any one or more companies that file reports pursuant to the
Exchange Act.  After the expiration of the Term hereof and during the two-year
period referenced in subsection 9(a), the restrictions imposed by this paragraph
shall not apply to any business in which the Company or its affiliates and
subsidiaries were not engaged at the time of termination of the

11

Executive's employment hereunder or to any geographic area in which the 
Company or its affiliates and subsidiaries were not engaged in the Business 
at the time of termination.  

(c)  CONFIDENTIAL INFORMATION.  The Executive recognizes that the
services to be performed by him hereunder, and the services performed by him
during prior periods of employment with the Company, are special, unique and
extraordinary and that, by reason of such employment, he has acquired and will
continue to acquire confidential information and trade secrets concerning the
operations of the Company and its affiliates and subsidiaries.  Accordingly, the
Executive agrees that he will not, except with the prior written consent of the
Board or as may be required by law, directly or indirectly, disclose during the
Term or any time thereafter any secret or confidential information that he has
learned by reason of his association with the Company or any of its affiliates
or subsidiaries or use any such information to the detriment of the Company or
its affiliates or subsidiaries so long as such confidential information or trade
secrets have not been disclosed or are not otherwise in the public domain.  The
term "CONFIDENTIAL INFORMATION" means any information about the Company, its
subsidiaries and affiliates, and their respective clients and customers, not
previously disclosed to the public or to the trade by the Company's management,
including, without limitation, any products, data, formulae, facilities and
methods, trade secrets and other intellectual property, systems, records
(including computer records), procedures, manuals, confidential reports, product
price lists, client and customer lists, financial information (including the
revenues, costs or profits associated with any of the Company's products),
business plans, prospects or opportunities.

(d)  REMEDIES; SURVIVAL OF AGREEMENT.  In the event that the Executive
materially breaches any of the covenants set forth in this Section 9 and fails
to cure such breach to the reasonable satisfaction of the Company within 10
business days after receipt of written notice thereof to the Executive, any
obligation of the Company to make any payment to the Executive pursuant to this
Agreement, including without limitation any payments pursuant to Section 7(b)
(other than payments of Salary or Bonus earned prior to the date of such breach
and unreimbursed expenses), shall be cancelled.  In addition, the Executive
acknowledges that a breach of any of the covenants contained in this Section 9
may result in material irreparable injury to the Company or its affiliates or
subsidiaries for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company shall be entitled, in addition
to any other rights or remedies it may have, to seek an injunction enjoining or
restraining the Executive from any violation or threatened violation of this
Section 9.  The Executive's agreement as set forth in this Section shall survive
the termination of the Executive's employment under this Agreement.        

10.  SOURCE OF PAYMENTS.  All payments provided under this Agreement,
other than payments made pursuant to a benefit plan which may provide otherwise,
shall be paid in cash from the general funds of the Company, and no special or
separate fund shall be established, and no other segregation of assets made, to
assure payment.  The Executive shall have no right, title, or interest whatever
in or to any investments which the Company may

12

make to aid the Company in meeting its obligations hereunder.  Nothing 
contained in this Agreement, and no action taken pursuant to its provisions, 
shall create or be construed to create a trust of any kind, or a fiduciary 
relationship, between the Company and the Executive or any other person.  To 
the extent that any person acquires a right to receive payments from the 
Company hereunder, such right shall be no greater than the right of an 
unsecured creditor of the Company.

11.  TAX WITHHOLDING.  Payments to the Executive of all compensation
contemplated under this Agreement shall be subject to all applicable legal
requirements with respect to the withholding of taxes.

12.  NONASSIGNABILITY; BINDING AGREEMENT.  Neither this Agreement nor
any right, duty, obligation or interest hereunder shall be assignable or
delegable by the Executive without the Company's prior written consent;
PROVIDED, HOWEVER, that nothing in this Section shall preclude the Executive
from designating any of his beneficiaries to receive any benefits payable
hereunder upon his death or disability, or his executors, administrators, or
other legal representatives, from assigning any rights hereunder to the person
or persons entitled thereto.  This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, any successors to or assigns of the Company
and the Executive's heirs and the personal representatives of the Executive's
estate.  

13.  AMENDMENT; WAIVER.  This Agreement may not be modified, amended
or waived in any manner except by an instrument in writing signed by the parties
hereto.  The waiver by either party of compliance with any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any provision of this Agreement, or of any subsequent breach by such party of a
provision of this Agreement.

14.  NOTICES.   Any notice hereunder by either party to the other
shall be given in writing by personal delivery, telex, telecopy or certified
mail, return receipt requested, to the applicable address set forth below:

(i)  To the Company: Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Attention: Glenn A. Weinman, Esq.
Telecopier: (213) 744-7840

(ii) To the Executive:Mr. Armand Marciano
Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
Telecopier: (213) 744-7840

13

(or such other address as may from time to time be designated by notice by any
party hereto for such purpose).  Notice shall be deemed given, if by personal
delivery, on the date of such delivery or, if by telex or telecopy, on the
business day following receipt of answerback or telecopy confirmation or, if by
certified mail, on the date shown on the applicable return receipt.

15.  CALIFORNIA LAW.  This Agreement is to be governed by and
interpreted in accordance with the laws of the State of California, without
giving effect to the choice-of-law provisions thereof.  If, under such law, any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed
to be modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement, and the invalidity of any such portion shall not
affect the force, effect and validity of the remaining portion hereof.

16.  ARBITRATION.  Any controversy or claim arising out of or relating
to this Agreement, including, but not limited to, any claim relating to its
validity, interpretation, enforceability or breach, or any other claim or
controversy arising out of the employment relationship or the commencement or
termination of that relationship, including, but not limited to, claims for
breach of covenant, breach of implied covenant or intentional infliction of
emotional distress, which are not settled by agreement between the parties,
shall be settled by arbitration in Los Angeles, California before a board of
three arbitrators, one to be selected by the Company, one by Executive and the
other by the two persons so selected, all in accordance with the labor
arbitration rules of the American Arbitration Association then in effect;
PROVIDED, HOWEVER, that the Company shall nevertheless be entitled to seek
relief under Section 9 in accordance with Section 9(d).  In consideration of the
parties' agreement to submit to arbitration disputes with regard to this
Agreement and with regard to any alleged contract or tort or other claim arising
out of the employment relationship, and in consideration of the anticipated
expedition and minimization of expense of this arbitration remedy, each party
agrees that the arbitration provisions of this Agreement shall provide it with
exclusive remedy, except as provided in the preceding sentence, and each party
expressly waives any right it might have to seek redress in any other forum
except as provided herein.  The parties further agree that the arbitrators
acting hereunder shall be empowered to assess no remedy other than the payment
of compensatory damages or an order (including temporary, preliminary and
permanent injunctive relief) enforcing the provisions of Section 9.  Executive
acknowledges that the Company would be irreparably injured by Executive's breach
of his obligations under Section 9 and that monetary damages would be
inadequate.  Subject to the provisions of Section 17(b) hereof, the expenses of
the third arbitrator and of a transcript of any arbitration proceeding shall be
divided equally between the Company and Executive and each party shall bear the
expense of the arbitrator selected by it and of any witnesses it calls.  Any
decision and award or order of the majority of the arbitrators shall be binding
upon the parties hereto and judgment thereon may be entered in any court having
jurisdiction thereof.

14

17.  INDEMNITY AND REIMBURSEMENT OF LEGAL EXPENSES.  

(a)  INDEMNITY.  The Company will indemnify the Executive (and his
legal representatives or other successors) to the fullest extent permitted
(including payment of expenses in advance of final disposition of a proceeding)
by the laws of the State of California, as in effect at the time of the subject
act or omission, or by the Certificate of Incorporation and By-Laws of the
Company, as in effect at such time, or by the terms of any indemnification
agreement between the Company and the Executive, whichever affords greatest
protection to the Executive, and the Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain generally
for the benefit of its directors and officers (and to the extent the Company
maintains such an insurance policy or policies, the Executive shall be covered
by such policy or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any Company officer or director),
against all costs, charges and expenses whatsoever incurred or sustained by him
or his legal representatives at the time such costs, charges and expenses are
incurred or sustained, in connection with any action, suit or proceeding to
which he (or his legal representatives or other successors) may be made a party
by reason of his being or having been a director, officer or employee of the
Company or any subsidiary thereof, or his serving or having served any other
enterprises as a director, officer or employee at the request of the Company.

(b)  LEGAL FEES AND EXPENSES.  In the event of a dispute between the
Executive and the Company with respect to any of the Executive's rights under
this Agreement, the Company shall reimburse the Executive for any and all legal
fees and related expenses reasonably incurred by him in connection with
enforcing such rights if the Executive is successful in obtaining a money
judgment against the Company in a final arbitration proceeding.  In addition,
the Company shall reimburse Executive for all reasonable legal expenses in
connection with the negotiation and review of this Agreement and any amendments
thereto.

18.  COUNTERPARTS.  This Agreement may be executed by either of the
parties hereto in counterparts, each of which shall be deemed  to be an
original, but all such counterparts shall together constitute one and the same
instrument.

15

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this ____ day of _________, 1996, effective as of the Effective Date.

GUESS ?, INC.

By: _________________________________________________
Title: ______________________________________________

_____________________________________________________
Armand Marciano

EXHIBIT 10.27

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
August 1, 1996, between Guess ?, Inc., a Delaware corporation (the "COMPANY"),
and the stockholders of the Company indicated on the signature pages hereto
(being referred to herein from time to time, collectively, as the "TRUSTS", and
each individually, as a "TRUST").

R E C I T A L S

WHEREAS, on the date hereof, each Trust is the owner of the respective
number of shares of the Company's Common Stock, par value $.01 per share (the
"COMMON STOCK"), set forth opposite the name of such Trust on the signature
pages hereto;

WHEREAS, the Trusts have approved various actions in connection with a
proposed initial public offering of up to 10,580,000 shares of the Common Stock,
including the approval of a Restated Certificate of Incorporation;

WHEREAS, the parties hereto desire to provide for the registration
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of the
shares of Common Stock owned by the Trusts as of the date hereof, on the terms
and conditions set forth herein; and

WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name of and
on behalf of the Company.

NOW, THEREFORE, in consideration of the mutual covenants, promises,
representations, warranties and conditions set forth in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as follows:

1.   DEFINITIONS.

For purposes of this Agreement, in addition to the definitions set
forth above and elsewhere herein, the following terms shall have the following
respective meanings:

"AFFILIATE" of a Holder shall mean a person who controls, is
controlled by or is under common control with such Holder or, the spouse or
children (or a trust exclusively for the benefit of a spouse and/or
children) of such Holder or, in the case of a Holder which is a trust, the
trustee and the beneficiaries of such trust.

"CLEARANCE NOTICE" shall have the meaning specified in the last
paragraph of Section 5.

"COMMISSION" shall mean the United States Securities and Exchange
Commission and any successor agency thereto.

"COMMON STOCK" shall have the meaning specified in the first Recital.

"COMPANY" shall have the meaning specified in the Preamble.

"DEMAND NOTICE" shall have the meaning specified in Section 2(a).

"DEMAND REGISTRATION" shall have the meaning specified in Section
2(a).

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

"HOLDER" shall mean a Trust or any transferee or assignee to whom the
rights under this Agreement are assigned in accordance with the provisions
of Section 10 hereof.

"MAXIMUM OFFERING SIZE" shall have the meaning specified in Section
3(b)(ii).

"OCCURRENCE NOTICE" shall have the meaning specified in the last
paragraph of Section 5.

"PERSON" shall mean an individual, partnership, corporation, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity.

"REGISTRABLE STOCK" shall mean: (i) the Common Stock beneficially
owned by the Trusts on the date hereof; (ii) any Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right, option or
other convertible security which is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the
Common Stock owned by the Trusts on the date hereof and (iii) any Common
Stock issued by way of a stock split of the Common Stock referred to in
clauses (i) or (ii) above.  For purposes of this Agreement, any Registrable
Stock shall cease to be Registrable Stock when (x) a registration statement
covering such Registrable Stock has been declared effective and such
Registrable Stock has been disposed of pursuant to such effective
registration statement or (y) such Registrable Stock is sold or distributed
pursuant to Rule 144 (or any similar or successor provision (but not Rule
144A)) under the Securities Act.

"REQUESTING HOLDERS" shall have the meaning specified in Section 2(a).

2

"SECURITIES ACT" shall have the meaning specified in the third
Recital.

"SHELF REGISTRATION" shall have the meaning specified in Section
2(b)(i).

"SHELF REGISTRATION STATEMENT" shall have the meaning specified in
Section 2(b)(ii).

"TRUST" or "TRUSTS" shall have the meaning specified in the Preamble.

"UNDERWRITTEN OFFERING" or "UNDERWRITTEN REGISTRATION" shall mean a
registration in which securities of the Company are sold to an underwriter
or underwriters for reoffering to the public.

2.   DEMAND REGISTRATION.

(a)  At any time commencing 180 days after the date of this Agreement,
the Holders of at least [10%] of the then outstanding Registrable Stock (the
"REQUESTING HOLDERS") may request, in a written notice to the Company (a "DEMAND
NOTICE"), that the Company file a registration statement under the Securities
Act covering the registration of at least [10%] of the Registrable Stock then
outstanding in the manner specified in such notice (a "DEMAND REGISTRATION").
Promptly following receipt of a Demand Notice (such request to state the number
of shares of Registrable Stock to be so included and the intended method of
distribution), the Company shall (x) within twenty (20) days notify all other
Holders of such request in writing and (y) use its best efforts to cause to be
registered under the Securities Act all Registrable Stock that the Requesting
Holders and such other Holders have, within ten (10) days after the Company has
given such notice, requested be registered in accordance with the manner of
distribution specified in the Demand Notice by the Requesting Holders.

(b)  (i)  If any Demand Registration is requested to be a "shelf"
registration by the Requesting Holders of the Registrable Stock to be included
in such Demand Registration, the Company shall cause to be filed pursuant to
Rule 415 under the Securities Act a shelf Registration Statement (a "SHELF
REGISTRATION STATEMENT") with respect to the number of shares of Registrable
Stock requested to be so registered (a "SHELF REGISTRATION").  The Company shall
keep such Shelf Registration Statement continuously effective for a period of at
least one year following the date on which the Commission declares such Shelf
Registration Statement effective under the Securities Act (subject to extension
pursuant to Section 4(a) and the last paragraph of Section 5 hereof), or such
shorter period ending when all of the shares of Registrable Stock covered by
such Shelf Registration Statement have been sold.

3

(ii) Upon the occurrence of any event that would cause the Shelf
Registration Statement (A) to contain a material misstatement or omission or
(B) to be not effective and usable for resale of Registrable Securities during
the period that such Shelf Registration Statement is required to be effective
and usable, the Company shall promptly file an amendment to the Shelf
Registration Statement, in the case of clause (A), correcting any such
misstatement or omission and, in the case of either clause (A) or (B), use its
best efforts to cause such amendment to be declared effective and such Shelf
Registration Statement to become usable as soon as practicable thereafter.

(c)  If the Requesting Holders intend to have the Registrable Stock
distributed by means of an Underwritten Offering, the Company shall include such
information in the written notice referred to in clause (x) of Section 2(a)
above.  In such event, the right of any Holder to include its Registrable Stock
in such registration shall be conditioned upon such Holder's participation in
such Underwritten Offering and the inclusion of such Holder's Registrable Stock
in the Underwritten Offering (unless otherwise mutually agreed by a majority in
interest of the Requesting Holders and such Holder) to the extent provided
below.  All Holders proposing to distribute Registrable Stock through such
Underwritten Offering shall enter into an underwriting agreement in customary
form with the underwriter or underwriters.  Such underwriter or underwriters
shall be selected by a majority in interest of the Requesting Holders and shall
be approved by the Company, which approval shall not be unreasonably withheld;
PROVIDED, that (i) all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Holders of
Registrable Stock, (ii) any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall be
conditions precedent to the obligations of such Holders of Registrable Stock,
and (iii) no Holder shall be required to make any representations or warranties
to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder, the Registrable
Stock of such Holder and such Holder's intended method of distribution and any
other representations required by law or reasonably required by the underwriter.
If any Holder of Registrable Stock disapproves of the terms of the underwriting,
such Holder may elect to withdraw all its Registrable Stock by written notice to
the Company, the managing underwriter and the Initiating Holders.  The
securities so withdrawn shall also be withdrawn from registration and shall
remain Registrable Stock.

(d)  Notwithstanding any provision of this Agreement to the contrary,

(i)  the Company shall not be required to effect a Demand
Registration during the period starting 30 days prior to the estimated date
of filing by the Company of, and ending on a date 180 days following the
effective date of, a registration statement pertaining to a public offering
of equity securities of the Company;

4

(ii) the Company shall not be required to effect more than one
Demand Registration in any six-month period;

(iii)     if, in the written opinion of the managing underwriter
of any Underwritten Offering, the total amount of Registrable Stock to be
registered in connection with a Demand Registration will exceed the maximum
amount of the Company's securities that can be marketed (1) at a price
reasonably related to the then current market value of such securities or
(2) without otherwise materially and adversely affecting the entire
offering, then the Company shall include in such Demand Registration the
number of shares of Registrable Stock that in the opinion of such managing
underwriter can be sold within a price range acceptable to the Holders of a
majority of the Registrable Stock requested to be included in such Demand
Registration by the Requesting Holders pursuant to Section 2(a), allocated
pro rata among the Requesting Holders on the basis of the relative number
of shares of Registrable Stock each such Holder has requested to be
included in such registration; and

(iv) if the Company shall furnish to the Requesting Holders a
certificate signed by the president of the Company stating that in the good
faith opinion of a majority of the Board of Directors of the Company such
registration would interfere with any material transaction then being
pursued by the Company, then the Company's obligation to use its best
efforts to file a registration statement shall be deferred for a period not
to exceed 60 days.

(e)  The Company shall not be obligated to effect more than three
Demand Registrations; PROVIDED, HOWEVER, that a Demand Registration shall not be
deemed to have been effected for purposes of this Section 2(e) unless: (i) it
has been declared effective by the Commission; (ii) it has remained effective
for the period set forth in Section 5(a) and (iii) the offering of Registrable
Stock pursuant to such registration is not subject to any stop order, injunction
or other order or requirement of the Commission (other than any such stop order,
injunction or other requirement of the Commission prompted by any act or
omission of a Requesting Holder).

3.   INCIDENTAL REGISTRATION.

(a)  Subject to Section 8 and the other terms and conditions set forth
in this Section 3, if at any time the Company determines that it shall file a
registration statement under the Securities Act (other than a registration
statement on Form S-4 or S-8 or filed in connection with an exchange offer or an
offering of securities solely to the Company's existing stockholders) on any
form that would also permit the registration of the Registrable Stock and such
filing is to be on the Company's behalf and/or on behalf of selling holders
(including Requesting Holders) of its securities for the sale of shares of
Common Stock, the

5

Company shall each such time promptly give each Holder written notice of such
determination setting forth the date on which the Company proposes to file such
registration statement, which date shall be no earlier than 30 days from the
date of such notice, and advising such Holders of their right to have
Registrable Stock included in such registration.  Upon the written request of
any Holder received by the Company no later than 30 days after the date of the
Company's notice, the Company shall use its best efforts to cause to be
registered under the Securities Act all of the Registrable Stock that each such
Holder has so requested to be registered.

(b)  The Company's obligation to include Registrable Stock in a
registration statement pursuant to Section 3(a) above is subject to the
following limitations, conditions and qualifications:

(i)  If, at any time after giving written notice of its
determination to register its securities and prior to the effective date of
any registration statement filed in connection with such registration, the
Company shall determine for any reason not to register such securities, the
Company may, at its election, give written notice of such determination to
the Holders and thereupon the Company shall be relieved of its obligation
to use any efforts to register any Registrable Stock in connection with
such aborted registration; PROVIDED, that the provisions of this clause (i)
shall not affect the obligations of the Company with respect to a Demand
Registration.

(ii) If, in the written opinion of the managing underwriter (or,
in the case of a non-Underwritten Offering, in the opinion of a majority of
the directors of the Company), the total amount of such securities to be so
registered, including such Registrable Stock, will exceed the maximum
amount (the "MAXIMUM OFFERING SIZE") of the Company's securities that can
be marketed (1) at a price reasonably related to the then current market
value of such securities or (2) without otherwise materially and adversely
affecting the entire offering, then the Company shall include in such
registration, in the following priority up to the Maximum Offering Size:
(x) first, all of the securities proposed to be registered for offer and
sale by the Company, (y) second, all of the Registrable Stock requested to
be included in such registration by the Holders pursuant to this Section,
allocated, if necessary for such offering not to exceed the Maximum
Offering Size, pro rata among the Holders requesting registration of such
Registrable Stock on the basis of the relative number of shares of
Registrable Stock each such Holder has requested to be included in such
registration, and (z) third, any other securities of the Company requested
to be registered by any other parties.

6

4.   HOLDBACK AGREEMENTS.

(a)  Each Holder of Registrable Stock agrees, if so required (pursuant
to a timely notice) by the Company or the managing underwriter in any
Underwritten Offering, not to effect any public sale of distribution of
securities of the Company of the same class as the securities included in such
Underwritten Registration, or any securities convertible into or exchangeable to
exercisable therefor, during the 30 days prior to and the 180 days after any
Underwritten Registration pursuant to Section 2 or Section 3 has become
effective, except as part of such Underwritten Registration.  Notwithstanding
the foregoing sentence, each Holder of Registrable Stock subject to the
foregoing sentence shall be entitled to sell securities during the foregoing
period in a private sale.  If a request is made pursuant to this Section 4(a),
then the time period during which a Shelf Registration is required to remain
continuously effective for such Holders of Registrable Stock pursuant to the
terms of this Agreement shall be extended 210 days.

None of the foregoing provisions of this Section 4(a) shall apply to
any Holder of Registrable Stock if such Holder is prevented by applicable
statute or regulation from entering into any such agreement; PROVIDED, that any
such Holder shall undertake not to effect any public sale or distribution of the
Registrable Stock unless such Holder has provided 45 days' prior written notice
of such sale or distribution to the underwriter or underwriters.

(b)  The Company agrees (i) if so required by the managing underwriter
of any Underwritten Offering, not to effect any public sale or distribution of
securities of the same class as the securities included in such Underwritten
Registration or securities convertible into or exchangeable or exercisable
therefor during the 30 days prior to and the 90 days after any Underwritten
Registration pursuant to Section 2 or Section 3 has become effective, except as
part of such Underwritten Registration and except pursuant to registrations on
Form S-4 or S-8 or any successor form to such Forms, and (ii) to use its best
efforts to cause each holder of equity securities included in any Underwritten
Registration or any securities convertible into or exchangeable or exercisable
therefor, in each case purchased from the Company at any time after the date of
this Agreement (other than in a public offering) to agree not to effect any
public sale or distribution of or otherwise dispose of shares of equity
securities (or such other securities) during such period except as part of such
Underwritten Registration.

5.   REGISTRATION PROCEDURES.  Whenever required under Section 2 or
Section 3 of this Agreement to use its best efforts to effect the registration
of any Registrable Stock, the Company shall, as expeditiously as possible:

(a)  prepare and file with the Commission a registration statement
with respect to such Registrable Stock and use its best efforts to cause
such registration

7

statement to become and remain effective for the period of the distribution
contemplated thereby;

(b)  prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Stock
covered by such registration statement;

(c)  furnish to each Holder such numbers of copies of the registration
statement and each prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto) in conformity with
the requirements of the Securities Act and such other documents and
information as they may reasonably request;

(d)  use its best efforts to register or qualify the Registrable Stock
covered by such registration statement under the securities or blue sky
laws of such jurisdictions as shall be reasonably appropriate for the
distribution of the Registrable Stock covered by the registration
statement; PROVIDED, HOWEVER, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business in
or to file a general consent to service of process in any jurisdiction
wherein it would not but for the requirements of this paragraph (d) be
obligated to do so;

(e)  promptly notify (but in any event within five business days) the
selling Holders of Registrable Stock, their counsel and the managing
underwriters, if any, and confirm such notice in writing, (i) when a
prospectus or any prospectus supplement has been filed and, with respect to
a registration statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a
registration statement or related prospectus or for additional information,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of a registration statement or of any order preventing or
suspending the use of any prospectus or the initiation of any proceedings
by an Person for that purpose, (iv) if at any time the representations and
warranties of the Company contained in any agreement (including any
underwriting agreement) contemplated by Section 6(l) below ease to be true
and correct, (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of exempting from
qualification of a registration statement or any of the Registrable Stock
for offer or sale under the securities or blue sky laws of any
jurisdiction, or the contemplation, initiation or threatening of any
proceeding for such purpose, (vi) of the happening of any event that makes
any statement made in such registration statement or related

8

prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the
making of any changes in such registration statement, prospectus or
documents so that it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made (in the case of the prospectus only) not
misleading, and (vii) of the Company's reasonable determination that a
post-effective amendment to a registration statement would be appropriate;

(f)  furnish, at the request of any Holder requesting registration of
Registrable Stock pursuant to Section 2, if the method of distribution is
by means of an Underwritten Offering, on the date that the shares of
Registrable Stock are delivered to the underwriters for sale pursuant to
such registration, or if such Registrable Stock is not being sold through
underwriters, on the date that the registration statement with respect to
such shares of Registrable Stock becomes effective: (i) a signed opinion,
dated such date, of the independent legal counsel representing the Company
for the purpose of such registration, addressed to the underwriters, if
any, and if such Registrable Stock is not being sold through underwriters,
then to the Holders making such request, as to such matters as such
underwriters or the Holders holding a majority of the Registrable Stock
included in such registration, as the case may be, may reasonably request
and as would be customary in such a transaction and (ii) letters dated such
date and the date the offering is priced from the independent certified
public accountants of the Company, addressed to the underwriters, if any,
and if such Registrable Stock is not being sold through underwriters, then
to the Holders making such request (1) stating that they are independent
certified public accountants within the meaning of the Securities Act and
that, in the opinion of such accountants, the financial statements and
other financial data of the Company included in the registration statement
or the prospectus, or any amendment or supplement thereto, comply as to
form in all material respects with the applicable accounting requirements
of the Securities Act and (2) covering such other financial matters
(including information as to the period ending not more than five business
days prior to the date of such letters) as such underwriters or the Holders
holding a majority of the Registrable Stock included in such registration,
as the case may be, may reasonably request and as would be customary in
such a transaction;

(g)  enter into customary agreements (including, if the method of
distribution is by means of an Underwritten Offering an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of the
Registrable Stock to be so included in the registration statement;

9

(h)  As promptly as practicable upon the occurrence of any event
contemplated by paragraph (e)(vi) above, prepare a supplement or post-
effective amendment to the registration statement or a supplement to the related
prospectus or any documents incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Stock being sold thereunder, such
prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances;

(i)  otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission; and

(j)  use its best efforts to list the Registrable Stock covered by
such registration statement with any securities exchange on which the
Common Stock of the Company is then listed.

For purposes of Sections 5(a) and 5(b), the period of distribution of
Registrable Stock in a firm commitment Underwritten Offering shall be deemed to
extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable Stock in any
other registration shall be deemed to extend until the earlier of the sale of
all Registrable Stock covered thereby and three months after the effective date
thereof.

Each Holder of Registrable Stock agrees that, upon receipt of written
notice from the Company of the happening of any event of the kind described in
Section 5(e)(ii), 5(e)(iii), 5(e)(v), 5(e)(vi) or 5(e)(vii) (an "Occurrence
Notice"), such Holder will forthwith discontinue disposition of such Registrable
Stock covered by such registration statement or prospectus until such Holder's
receipt of the copies of the supplemented or amended registration statement or
prospectus contemplated by Section 5(h), or until it receives notice in writing
(a "Clearance Notice") from the Company that the use of the applicable
prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus, and, if so directed by the Company, such Holder
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Stock current at the time of receipt of such notice.
If the Company shall deliver an Occurrence Notice in connection with any
registered sale of Registered Stock, the time periods mentioned in Section 2
hereof shall be extended by the number of days during such periods from and
including the date of delivery of such Occurrence Notice to and including the
date when each seller of Registrable Stock covered by such registration
statement receives (x) the copies of the supplemented or amended prospectus
contemplated by Section 5(h) hereof or (y) a Clearance Notice, as the case may
be.

10

6.   FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the Holders shall furnish to the Company such information regarding themselves,
the Registrable Stock held by them, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be required
in connection with the action to be taken by the Company.

7.   EXPENSES OF REGISTRATION.  All expenses incurred in connection
with each registration pursuant to Section 2 and Section 3 of this Agreement,
excluding underwriters' discounts and commissions, but including without
limitation all registration, filing and qualification fees, word processing,
duplicating, printers' and accounting fees (including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance), fees of the National Association of Securities
Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and
expenses of complying with state securities or blue sky laws, fees and
disbursements of counsel for the Company, and the fees and disbursements of one
counsel for the selling Holders (which counsel shall be selected by the Holders
holding a majority in interest of the Registrable Stock being registered), shall
be paid by the Company; PROVIDED, HOWEVER, that if a registration request
pursuant to Section 2 of this Agreement is subsequently withdrawn at the request
of the Holders of a number of shares of Registrable Stock such that the
remaining Holders requesting registration would not have been able to request
registration under the provisions of Section 2 of this Agreement, such
withdrawing Holders shall bear such expenses unless such withdrawing Holders
shall forfeit their right to one Demand Registration pursuant to Section 2 of
this Agreement.  The Holders shall bear and pay the underwriting commissions and
discounts applicable to securities offered for their account in connection with
any registrations, filings and qualifications made pursuant to this Agreement.

8.   UNDERWRITING REQUIREMENTS.  In connection with any Underwritten
Offering, the Company shall not be required under Section 3 to include shares of
Registrable Stock in such Underwritten Offering unless the Holders of such
Registrable Stock accept the terms of the underwriting of such offering that
have been reasonably agreed upon between the Company and the underwriters
selected by the Company.

9.   RULE 144 AND RULE 144A INFORMATION.  With a view to making
available the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Registrable Stock to the public without
registration,

(a) at all times after ninety (90) days after any registration
statement covering a public offering of securities of the Company under the
Securities Act shall have become effective, the Company agrees to:

11

(i)   make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

(ii)  use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and

(iii) furnish to each Holder of Registrable Stock promptly upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as
such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any Registrable
Stock without registration; and

(b) at all times during which the Company is neither subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, nor
exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, it
will provide, upon the written request of any Holder of Registrable Stock
in written form (as promptly as practicable and in any event within 15
business days), to any prospective buyer of such stock designated by such
Holder, all information required by Rule 144A(d)(4)(i) of the General
Regulations promulgated by the Commission under the Securities Act.

10.  INDEMNIFICATION.  In the event any Registrable Stock is included
in a registration statement under this Agreement:

(a)  The Company shall indemnify and hold harmless each Holder and its
directors and officers, each person who participates in the offering of
such Registrable Stock, including underwriters (as defined in the
Securities Act), and each person, if any, who controls such Holder or
participating person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, as incurred, to
which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or proceedings in
respect thereof) arise out of or are based on any untrue or alleged untrue
statement of any material fact contained in such registration statement on
the effective date thereof (including any prospectus filed under Rule 424
under the Securities Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse each such Holder and
its directors and officers, such participating person or controlling person
for any legal or other expenses as reasonably incurred by them (but not in
excess of expenses incurred in respect of one counsel for all of them
unless there is

12

an actual conflict of interest between any indemnified parties, which
indemnified parties may be represented by separate counsel) in connection
with investigating or defending any such loss, claim, damage, liability or
action; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 10(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company; PROVIDED, FURTHER, that the Company
shall not be liable to any Holder or its directors and officers,
participating person or controlling person in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Holder, its directors and officers, participating
person or controlling person.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of any such
Holder, its directors and officers, participating person or controlling
person, and shall survive the transfer of such securities by such Holder.

(b)  Each Holder requesting or joining in a registration shall,
severally and not jointly, indemnify and hold harmless the Company, each of
its directors and officers, each person, if any, who controls the Company
within the meaning of the Securities Act, and any underwriter against any
losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer, controlling person or underwriter
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration statement on
the effective date thereof (including any prospectus filed under Rule 424
under the Securities Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with information furnished by or on behalf of such Holder expressly for use
in connection with such registration; and each such Holder shall reimburse
any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person or underwriter (but not in excess of
expenses incurred in respect of one counsel for all of them unless there is
an actual conflict of interest between any indemnified parties, which
indemnified parties may be represented by separate counsel) in connection
with investigating or defending any such loss, claim, damage, liability or
action; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 10(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected
without the consent of such

13

Holder, and PROVIDED, FURTHER, that the liability of each Holder hereunder
shall be limited to the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion that the net proceeds
from the sale of the Registrable Stock sold by such Holder under such
registration statement bears to the total net proceeds from the sale of all
securities sold thereunder, but not in any event to exceed the net proceeds
received by such Holder from the sale of Registrable Stock covered by such
registration statement.

(c)  Promptly after receipt by an indemnified party under this Section
10 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Section 10, notify the indemnifying party in writing of
the commencement thereof and the indemnifying party shall have the right to
participate in and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
PROVIDED, HOWEVER, that an indemnified party shall have the right to retain
its own counsel, with all fees and expenses thereof to be paid by such
indemnified party, and to be apprised of all progress in any proceeding the
defense of which has been assumed by the indemnifying party.  The failure
to notify an indemnifying party promptly of the commencement of any such
action, if and to the extent prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section, but the omission so to notify the
indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section.

(d)  To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified party in
connection with the actions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of material fact
or omission or alleged omission to state a material fact, has been made by,
or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.  The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

14

The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 10(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

11.  TRANSFER OF REGISTRATION RIGHTS.  The registration rights of any
Holder under this Agreement with respect to any Registrable Stock may be
transferred to (a) any transferee of such Registrable Stock who at any time
acquires at least twenty per cent (20%) of such Holder's shares of Registrable
Stock (adjusted for stock splits and stock consolidations after the effective
date of this Agreement) or (b) any Affiliate of such Holder; PROVIDED, HOWEVER,
that (i) the transferring Holder shall give the Company written notice at or
prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being transferred; (ii) such transferee shall agree in
writing, in form and substance reasonably satisfactory to the Company, to be
bound as a Holder by the provisions of this Agreement; and (iii) immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the Securities Act.  Except as set forth in this
Section 11, no transfer of Registrable Stock shall cause such Registrable Stock
to lose such status.

12.  SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES.  Whenever the
consent or approval of Holders of a specified percentage of Registrable Stock is
required hereunder, Registrable Stock held by the Company or its affiliates (as
such term is defined in Rule 405 under the Securities Act) (other than the
Trusts) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.

13.  SUCCESSORS AND ASSIGNS.  Subject to Section 11, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties hereto.  Except as
expressly provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.

14.  GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

15.  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

15

16.  TITLES.  The titles of the Sections of this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.

17.  NOTICES.  Any notice required or permitted under this Agreement
shall be in writing and shall be delivered in person or mailed by certified or
registered mail, return receipt requested, or faxed to (a) the Company at the
address set forth below its signature hereof, (b) to each Holder at the address
set forth below its signature hereof or (c) to a Holder at the address therefor
as set forth in the Company's records or, in any such case, at such other
address or addresses as shall have been furnished in writing by such party to
the others.  The giving of any notice required hereunder may be waived in
writing by the parties hereto.  Every notice or other communication hereunder
shall be deemed to have been duly given or served on the date on which
personally delivered, or on the date actually received, if sent by mail or fax,
with receipt acknowledged.

18.  AMENDMENTS AND WAIVERS.  Any provision of this Agreement may be
amended and the observance of any provision of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and each Holder of
Registrable Stock.  Any amendment or waiver effected in accordance with this
Section 17 shall be binding upon each Holder of Registrable Securities, each
future Holder and the Company.

19.  SEVERABILITY.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provisions shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provisions were so excluded and shall be enforceable in accordance with its
terms.

20.  ENTIRE AGREEMENT.  All prior agreements of the parties concerning
the subject matter of this Agreement are expressly superseded by this Agreement.
This Agreement contains the entire Agreement of the parties concerning the
subject matter hereof.  Any oral representations or modifications of this
Agreement shall be of no effect.

[Signature pages follow]

16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

GUESS ?, INC.

By:
------------------------------------------
Name:
Title:
1444 South Alameda Street
Los Angeles, California  90021

shares of Common Stock       MAURICE MARCIANO TRUST
- -----                             (1995 RESTATEMENT)

By:
------------------------------------------
Maurice Marciano
Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

shares of Common Stock       PAUL MARCIANO TRUST
- -----                             UNDER TRUST DATED FEBRUARY 20, 1986

By:
------------------------------------------
Paul Marciano
Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

S-1

shares of Common Stock      ARMAND MARCIANO TRUST
- -----                             UNDER TRUST DATED FEBRUARY 20, 1986

By:
------------------------------------------
Armand Marciano
Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

shares of Common Stock       MAURICE MARCIANO 1996 GRANTOR RETAINED
- -----                             ANNUITY TRUST

By:
------------------------------------------
Paul Marciano
Co-Trustee

By:
------------------------------------------
Gary W. Hampar
Co-Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

shares of Common Stock       PAUL MARCIANO 1996 GRANTOR
-----                            RETAINED ANNUITY TRUST

By:
------------------------------------------
Maurice Marciano
Co-Trustee

By:
------------------------------------------
Joseph H. Sugerman
Co-Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

S-2

shares of Common Stock       ARMAND MARCIANO 1996 GRANTOR
- -----                             RETAINED ANNUITY TRUST

By:
------------------------------------------
Maurice Marciano
Co-Trustee

By:
------------------------------------------
Marc E. Petas
Co-Trustee

c/o Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California  90021

S-3

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (the "AGREEMENT"), dated as of August __,
1996, among the following parties (the "PARTIES"):  GUESS ?, INC., a Delaware
corporation (the "COMPANY"), the stockholders of the Company indicated on the
signature pages hereto (such stockholders being referred to herein,
collectively, as the "PRINCIPAL STOCKHOLDERS").

R E C I T A L S

WHEREAS, the Parties, together with Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of
the U.S. Underwriters named therein (the "U.S. UNDERWRITERS"), are parties to a
U.S. Purchase Agreement of even date herewith (the "U.S. PURCHASE AGREEMENT")
and, together with Merrill Lynch International and Morgan Stanley & Co.
International Limited, as representatives of the Managers named therein (the
"MANAGERS"), are parties to an International Purchase Agreement of even date
herewith (the "INTERNATIONAL PURCHASE AGREEMENT," and, together with the U.S.
Purchase Agreement, being referred to herein, collectively, as the "PURCHASE
AGREEMENTS");

WHEREAS, pursuant to the terms of the Purchase Agreements, the
Principal Stockholders may be required to indemnify the U.S. Underwriters or the
Managers (as the case may be) with respect to, or contribute to, certain
liabilities arising out of the offering of the common stock of the Company, par
value $.01 per share, contemplated by the Purchase Agreements;

WHEREAS, the Company wishes to indemnify and advance expenses to the
Principal Stockholders in connection with any proceedings and liabilities
arising from the obligation of the Principal Stockholders under the Purchase
Agreements in the manner provided for herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the
agreements contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the Parties hereby
agree as follows:

Section 1.     INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.  In
respect of any proceeding by any Indemnified Party (as defined in the U.S.
Purchase Agreement or the International Purchase Agreement, as the case may be)
against a Principal Stockholder in respect of (i) any breach of a representation
or warranty contained in Section 1 of each of the Purchase Agreements and (ii)
indemnification under Section 6 or contribution under Section 7 of each of the
Purchase Agreements:

(a)  Subject to the provisions of paragraph (b) of this Section 1,

(i)  the Company agrees to advance the reasonable expenses
incurred by such Principal Stockholder in respect of such proceeding
including those incurred by such Principal Stockholder for separate counsel
and to reimburse any such reasonable expenses not advanced by the Company
in the first instance;

(ii) the Company agrees to indemnify such Principal Stockholder
in respect of any liability incurred in or as a result of such proceeding;
and

(iii)     the authorization by the Company's stockholders of the
agreement to indemnify contained herein and the execution of this Agreement
constitute a conclusive determination that indemnification is due to such
Principal Stockholder in such circumstances and the specific stockholder
authorization for such indemnification.

(b)  The Company shall not indemnify such Principal Stockholder from
or on account of:

(i)  such stockholder's acts or omissions finally adjudged to be
intentional misconduct or a knowing violation of law;

(ii) such stockholder's conduct finally adjudged to be in
violation of Section 174 of the General Corporation Law of the State of
Delaware; or

(iii)     any transaction with respect to which it was finally
adjudged that such stockholder personally received a benefit in money,
property, or services to which such stockholder was not legally entitled.

Section 2.     SUCCESSORS AND ASSIGNS.  This Agreement and all
obligations, rights and remedies of the Parties hereunder shall be binding upon
and inure to the benefit of their respective legal representatives, successors
and assigns.

Section 3.     ENTIRE AGREEMENT.  Each of the Parties acknowledge that
there are no other agreements or representations, either oral or written,
express or implied, not embodied or referenced in this Agreement, which
represents a complete integration of all prior and contemporaneous agreements
and understandings of the parties hereto with respect to the subject matter
hereof.

Section 4.     GOVERNING LAW.  This agreement shall be construed in
accordance with the laws of the State of New York, without regard to the choice
of law rules thereof, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

2

Section 5.     COUNTERPARTS.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

[Signature pages follow]

3

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

GUESS ?, INC.

By:
---------------------------------
Name:
Title:

MAURICE MARCIANO TRUST
(1995 RESTATEMENT)

By:
---------------------------------
Maurice Marciano
Trustee

PAUL MARCIANO TRUST
UNDER TRUST DATED FEBRUARY 20, 1986

By:
---------------------------------
Paul Marciano
Trustee

ARMAND MARCIANO TRUST
UNDER TRUST DATED FEBRUARY 20, 1986

By:
---------------------------------
Armand Marciano
Trustee

S-1

EXHIBIT 10.29

[FORM OF]

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of _________________ (this
"AGREEMENT"), by and between Guess ?, Inc., a Delaware corporation (the
"COMPANY"), and _______________ ("INDEMNITEE").

W I T N E S S E T H:

WHEREAS, the Company desires to attract and retain the services of
able persons to serve as officers and directors of the Company and to indemnify
certain of its officers, and its directors, except as otherwise provided in
Section 3 of this Agreement, to the fullest extent of the law;

WHEREAS, the Company and Indemnitee recognize the increasing
difficulty in obtaining officers' and directors' liability insurance, the
significant increase in the cost of such insurance and the general reduction in
the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time that liability insurance has been
severely limited; and

WHEREAS, neither Indemnitee nor the Company regards statutory
indemnification protection as adequate given the present circumstances;

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1.   (a)  THIRD-PARTY PROCEEDINGS.  The Company shall indemnify Indemnitee
to the full extent of Delaware law, except as otherwise provided in Section 3 of
this Agreement, if Indemnitee is or was a party or is threatened to be made a
party to any threatened, pending or completed suit, action, proceeding,
arbitration or alternative dispute resolution mechanism, investigation,
administrative hearing, whether civil, criminal, administrative or
investigative (any such suit, action, proceeding, arbitration or alternative
dispute resolution mechanism, investigation, administrative hearing being
referred to herein as a "PROCEEDING") (other than an action by or in the right
of the Company) by reason of the fact that Indemnitee is or was a director,
officer, employee or agent of the Company or any subsidiary of the Company, by
reason of any action or inaction on the part of Indemnitee while an officer or
director of the Company or any subsidiary of the Company or by reason of the
fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another Person (as defined in Section
6(d)), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement (if such settlement is approved in

advance by the Company, which approval shall not be unreasonably withheld)
actually and reasonably incurred by Indemnitee in connection with such action or
proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
and its stockholders, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

(b)  PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  The Company shall
indemnify Indemnitee to the full extent of Delaware law, except as otherwise
provided in Section 3 of this Agreement, if Indemnitee is or was a party or is
threatened to be made a party to any threatened, pending or completed Proceeding
by or in the right of the Company or any subsidiary of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Company or any subsidiary of the
Company, by reason of any action or inaction on the part of Indemnitee while an
officer or director of the Company or any subsidiary of the Company or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another Person, against expenses
(including attorneys' fees) and, to the fullest extent permitted by Delaware
law, amounts paid in settlement (if such settlement is approved by the Company,
which approval shall not be unreasonably withheld), in each case to the extent
actually and reasonably incurred by Indemnitee in connection with the defense or
settlement of such Proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company and its stockholders, except that no indemnification shall be made
in respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company and its stockholders in the performance of
Indemnitee's duty to the Company and its stockholders unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in
which such action or proceeding shall have been brought or is pending, shall
determine that in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for expenses, and then only to the
extent that the court shall determine.

(c)  SELECTION OF COUNSEL.  In the event the Company shall be
obligated under Section 1(a) or (b) hereof to pay the expenses of any Proceeding
against Indemnitee, the Company shall be entitled to assume the defense of such
Proceeding, with counsel approved by Indemnitee (who shall not unreasonably
withhold such approval), upon the delivery to Indemnitee of written notice of
its election so to do.  After delivery of such notice, approval of such counsel
by Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding,
PROVIDED, THAT, (i) Indemnitee shall have the right to employ his counsel in any
such proceeding at Indemnitee's expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized in writing by the Company,
(B) Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
and shall have notified the Company in

2

writing thereof, (C) Indemnitee shall have reasonably concluded that there may
be a conflict of interest between Indemnitee and other indemnitees of the
Company being represented by counsel retained by the Company in the same
proceeding and shall have notified the Company in writing thereof or (D) the
Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.

2.   CONTRIBUTION.  If, when Indemnitee has met the applicable standard of
conduct, the indemnification provisions set forth in Section 1 should, under
applicable law, be to any extent unenforceable, then the Company agrees that it
shall be treated as though it is or was a party to the threatened, pending or
completed Proceeding in which Indemnitee is or was involved and that the Company
shall contribute to the amounts paid or payable by Indemnitee as a result of
such expenses (including attorneys' fees), judgments in third-party Proceedings,
fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and Indemnitee on the other in connection with such
action or inaction, or alleged action or inaction, as well as any other relevant
equitable considerations.

For purposes of this Section 2, the relative benefit to the Company
shall be deemed to be the benefits accruing to it and to all of its directors,
officers, employees and agents (other than Indemnitee), as a group and treated
as one entity, and the relative benefit to Indemnitee shall be deemed to be an
amount not greater than Indemnitee's yearly base salary or director's
compensation, as the case may be, from the Company during the first year in
which the action or inaction, or alleged action or inaction, forming the basis
for the threatened, pending or contemplated Proceeding was alleged to have
occurred plus the amount, if any, of monetary benefit and other consideration
received by Indemnitee in the transaction(s) that gave rise to such Proceeding.
The relative fault shall be determined by reference to, among other things, the
fault of the Company and all of its directors, officers, employees and agents
(other than Indemnitee), as a group and treated as one entity, and such group's
relative intent, knowledge, access to information and opportunity to have
altered or prevented the action or inaction, or alleged action or inaction,
forming the basis for the threatened, pending or contemplated Proceeding, and
Indemnitee's relative fault in light of such factors on the other hand.

3.   LIMITATIONS TO RIGHTS OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
Except as otherwise provided in Sections 9 and 12 of this Agreement, Indemnitee
shall not be entitled to indemnification or advancement of expenses under this
Agreement:

(a)  with respect to any Proceeding initiated, brought or made by
Indemnitee (i) against the Company, unless a Change in Control (as defined
in Section 5(b) of this Agreement) shall have occurred, or (ii) against any
person other than the Company, unless approved in advance by the board of
directors of the Company (the "BOARD");

3

(b)  on account of any suit in which it shall be determined by final
judgment by a court having jurisdiction in the matter that Indemnitee
intentionally caused or intentionally contributed to the injury complained
of with the knowledge that such injury would occur;

(c)  on account of Indemnitee's conduct which shall be determined by
final judgment by a court having jurisdiction in the matter that Indemnitee
was knowingly fraudulent, deliberately dishonest, engaged in willful
misconduct or that Indemnitee received an improper personal benefit;

(d)  for any expenses incurred by Indemnitee with respect to any
proceeding instituted by Indemnitee to enforce or interpret this Agreement,
to the extent that a court of competent jurisdiction determines that any of
the material assertions made by Indemnitee in such proceeding was not made
in good faith or was frivolous;

(e)  for expenses or liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) which have been paid directly to Indemnitee by
an insurance carrier under a policy of officers' and directors' liability
insurance maintained by the Company;

(f)  for expenses or the payment of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any
similar successor statute; or

(g)  if it shall be determined by final judgment by a court having
jurisdiction in the matter that such indemnification is not lawful.

4.   PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.  (a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request, including such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification.  The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that Indemnitee has requested
indemnification.

(b)  Upon written request by Indemnitee for indemnification, a
determination with respect to Indemnitee's entitlement thereto shall be made in
the specific case as follows:

(i)  if a Change in Control (as defined in Section 5(b) of this
Agreement) shall have occurred, by Independent Counsel (as defined in
Section 5(a) of this Agreement) in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee (unless Indemnitee shall request
that such determination be

4

made by the Board or the Stockholders, in which case the determination
shall be made in the manner provided below in clause (ii)); or

(ii) if a Change in Control shall not have occurred, (A) by the
Board by a majority vote of a quorum consisting of disinterested directors,
(B) if a quorum of the Board consisting of disinterested directors is not
obtainable or, even if obtainable, such quorum of disinterested directors
so directs, by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee or (C) by the stockholders
of the Company.

(c)  If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information that is not
privileged or otherwise protected from disclosure and that is reasonably
available to Indemnitee and reasonably necessary to such determination.  Any
costs or expenses (including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(d)  If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board, and the Company shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel so
selected.  If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected.  In
either event, Indemnitee or the Company, as the case may be, may, within 7 days
after such written notice of selection shall have been given, deliver to the
Company or to Indemnitee, as the case may be, a written objection to such
selection.  Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of "Independent
Counsel" as defined in Section 5(a) of this Agreement, and the objection shall
set forth with particularity the factual basis of such assertion.  If such
written objection is made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until a court has determined that such objection
is without merit.  If, twenty (20) days after submission by Indemnitee of a
written request for indemnification pursuant to Section 4 hereof, no Independent
Counsel shall have been selected or if selected, shall have been objected to, in
accordance with this Section 4(d), either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other's selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the court or by
such other person as the court shall designate.  The person with respect to whom
an

6

objection is favorably resolved or the person so appointed shall act as
Independent Counsel under Section 4 hereof.  The Company shall pay any and all
reasonable fees and expenses incident to the procedures of this Section 4,
including reasonable fees and expenses incurred by such Independent Counsel
regardless of the manner in which such Independent Counsel was selected or
appointed.  Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12 of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

5.   (a)  "Independent Counsel" means a law firm or a member of a law firm
that neither at the time in question, nor in the five years immediately
preceding such time has been retained to represent (i) the Company or Indemnitee
in any matter material to either such party or (ii) any other party to the
proceeding giving rise to a claim for indemnification under this Agreement.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would be precluded from
representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.

(b)  "Change in Control" means the occurrence of any of the following
events:

(i)  the Company is merged, consolidated or reorganized into or
with another corporation or other  entity, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or entity
immediately after such transaction are held in the aggregate by the holders
of voting stock immediately prior to such transaction;

(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other entity in
which, after giving effect to such sale or transfer, the holders of voting
stock of the Company immediately prior to such sale or transfer hold in the
aggregate less than a majority of the combined voting power of the
then-outstanding securities of such other corporation;

(iii)     there is a report filed on Schedule 13D or Schedule
14D-l (or any successor schedule, form or report or item therein), each as
promulgated pursuant to the Exchange Act, disclosing that any person or
entity, other than any shareholder of the Company (and its affiliates)
owning 10% or more of the Company's voting stock on the date hereof, has
become the beneficial owner (as the term "beneficial owner" is defined
under Rule 13d-3 or any successor rule or regulation promulgated under the
Exchange Act) of securities representing 50% or more of the combined voting
power of the Company's voting stock; or

6

(iv) if during any period of two consecutive years individuals
who at the beginning of any such period constitute the Board cease for any
reason to constitute at least a majority thereof; PROVIDED, HOWEVER, that
for purposes of this clause (iv) each director of the Company who is first
elected, or first nominated for election by the Company's stockholders, by
a vote of at least majority of the directors of the Company (or a committee
of the Board) then still in office who were directors of the Company at the
beginning of any such period shall be deemed to have been a director of the
Company at the beginning of such period.

Notwithstanding the provisions of clause (iii) above, unless otherwise
determined in the specific case by majority vote of the Board, a "Change in
Control" shall not be deemed to have occurred solely because the Company, any
subsidiary or any employee stock ownership plan or any other employee benefit
plan of the Company or any subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-l or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act disclosing beneficial ownership by it of shares
of voting stock of the Company, whether in excess of 50% or otherwise, or
because the Company reports that a change in control of the Company has occurred
or will occur in the future by reason of such beneficial ownership.

6.   PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.  (a)  In making a
determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 4 of this
Agreement, and the Company shall bear the burden of proof to rebut that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

(b)  The termination of any Proceeding or of any claim, issue or
matter therein by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal action or
proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

(c)  Indemnitee's conduct with respect to an employee benefit plan for
a purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan shall be deemed to be conduct that Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company.

(d)  For purposes of any determination hereunder, Indemnitee shall be
deemed to have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, or, with respect to any
criminal action or

7

proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action was based on (i) the records or books of account of the Company or
another Person, including financial statements, (ii) information supplied to him
by the officers of the Company or another Person in the course of their duties,
(iii) the advice of legal counsel for the Company or another Person, or (iv)
information or records given or reports made to the Company or another Person by
an independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Company or another Person.  The term
"another Person" as used in this Agreement shall mean any other corporation or
any partnership, joint venture, trust, employee benefit plan or other enterprise
of which Indemnitee is or was serving at the request of the Company as an
officer, director, partner, trustee, employee or agent.  The provisions of this
Section 6(d) shall not be deemed to limit in any way the other circumstances in
which Indemnitee may be deemed to have met the applicable standard of conduct
set forth in Section 1.

7.   SUCCESS ON MERITS OR OTHERWISE.  Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any action, suit or proceeding described in
Section 1 hereof, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the investigation, defense,
settlement or appeal thereof.  For purposes of this Section 7, the term
"successful on the merits or otherwise" shall include, but not be limited to,
(i) any termination, withdrawal or dismissal (with or without prejudice) of any
Proceeding against Indemnitee without any express finding of liability or guilt
against him, (ii) the expiration of 180 days after the making of any claim or
threat of a Proceeding without the institution of the same and without any
promise of payment or payment made to induce a settlement or (iii) the
settlement of any Proceeding under Section 1, pursuant to which Indemnitee pays
less than $25,000.

8.   PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the claims, damages, expenses (including attorneys' fees), judgments,
fines or amounts paid in settlement by Indemnitee in connection with the
investigation, defense, settlement or appeal of any Proceeding specified in
Section 1, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.  The party or parties making the determination shall determine the
portion (if less than all) of such claims, damages, expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement for which
Indemnitee is entitled to indemnification under this Agreement.

9.   COSTS.  All the costs of making the determination required by Section
4 hereof shall be borne solely by the Company, including, but not limited to,
the costs of legal counsel, proxy solicitations and judicial determinations.
The Company shall also be solely responsible for paying (i) all reasonable
expenses incurred by Indemnitee to enforce this Agreement, including, but not
limited to, the costs incurred by Indemnitee to obtain court-ordered
indemnification pursuant to Section 12, regardless of the outcome of any such

8

application or proceeding, and (ii) all costs of defending any Proceedings
challenging payments to Indemnitee under this Agreement.

10.  ADVANCE OF EXPENSES.  The Company shall advance all expenses incurred
by or on behalf of Indemnitee in connection with any Proceeding within twenty
(20) days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or statements
shall reasonably evidence the expenses incurred by Indemnitee and shall include
or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to
repay any expenses advanced if it shall ultimately be determined that Indemnitee
is not entitled to be indemnified against such expenses, which undertaking shall
be accepted by or on behalf of the Company without reference to the financial
ability of Indemnitee to make repayment, and without the pledging of any
security by Indemnitee.  Notwithstanding Indemnitee's above-described rights to
advancement of expenses, no advance of expenses shall be made in the
circumstances proscribed by Section 3(a).  Notwithstanding any other provision
of this Agreement, if Indemnitee requests an adjudication or an award in
arbitration pursuant to the provisions of Section 12 below in order to establish
an entitlement to indemnification or advancement of expenses, any determination
made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to
indemnification or to receive advancement of expenses shall not be binding and
Indemnitee shall not be required to reimburse the Company for any expense
advance unless and until a final judicial determination or award in arbitration
is made with respect thereto as to which all rights of appeal therefrom have
been exhausted or lapsed.

11.   INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of any
event or occurrence related to the fact that Indemnitee is or was a director,
officer, employee or agent of the Company or any subsidiary of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another Person, a witness in any Proceeding, whether instituted by
the Company or any other party, and to which Indemnitee is not a party, he shall
be indemnified against all expenses actually and reasonably incurred by him or
on his behalf in connection therewith.

12.  ENFORCEMENT.  (a)  If a claim for indemnification or advancement of
expenses made to the Company pursuant to Section 3 or 10 is not timely paid in
full to Indemnitee by the Company as required by Section 3 or 10, respectively,
Indemnitee shall be entitled to seek judicial enforcement of the Company's
obligations to make such payment in an appropriate court of the state of
Delaware or any other court of competent jurisdiction.  In the event that a
determination is made that Indemnitee is not entitled to indemnification or
advancement of expenses hereunder, (i) Indemnitee may seek a de novo
adjudication of Indemnitee's entitlement to such indemnification or advancement
either, at Indemnitee's sole option, in (A) an appropriate court of the state of
Delaware or any other court of competent jurisdiction or (B) an arbitration to
be conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (ii) any such judicial proceeding or arbitration shall

9

not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any
way by such adverse determination; and (iii) in any such judicial proceeding or
arbitration the Company shall have the burden of proving that Indemnitee is not
entitled to indemnification or advancement of expenses under this Agreement.
Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee's
right to indemnification or advancement of expenses pursuant to the preceding
sentence within one year following the date on which Indemnitiee first has the
right to commence such proceeding pursuant to this Section 12(a); PROVIDED,
HOWEVER, that the foregoing time limitation shall not apply in respect of a
proceeding brought by Indemnitee to enforce Indemnitee's rights under Section 7
hereof.

(b)  The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to the provisions of Section 12(a)
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.

(c)  In any action brought under this Section 12, it shall be a
defense to a claim for indemnification (other than an action brought to enforce
a claim for advancement of expenses) that Indemnitee has not met the standards
of conduct which make it permissible under Delaware law for the Company to
indemnify Indemnitee for the amount claimed.  The burden of proving such defense
shall be on the Company.

(d)  It is the intent of the Company that Indemnitee not be required
to incur the expenses associated with the enforcement of his rights under this
Agreement by litigation or other legal action because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
Indemnitee hereunder.  Accordingly, if it should appear to Indemnitee that the
Company has failed to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any Proceeding designed (or
having the effect of being designed) to deny, or to recover from, Indemnitee the
benefits intended to be provided to Indemnitee hereunder, the Company
irrevocably authorizes Indemnitee from time to time to retain counsel of his
choice, at the expense of the Company as hereafter provided, to represent
Indemnitee in connection with the initiation or defense of any litigation or
other legal action, whether by or against the Company or any director, officer,
stockholder or other person affiliated with the Company, in any jurisdiction.
Regardless of the outcome thereof, but subject to Indemnitee having acted in
good faith, the Company shall pay and be solely responsible for any and all
costs, charges and expenses, including attorneys' and others' fees and expenses,
incurred by Indemnitee (i) as a result of the Company's failure to perform this
Agreement or any provision thereof or (ii) as a result of the Company's or any
person's contesting the validity or enforceability of this Agreement or any
provision thereof as aforesaid.

13.  LIABILITY INSURANCE AND FUNDING.  To the extent the Company maintains
an insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee

10

shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any director or
officer of the Company.  If, at the time of the receipt of a notice of a claim
pursuant to Section 4 hereof, the Company has directors' and officers' liability
insurance in effect, the Company shall give prompt notice of the commencement of
such proceeding to the insurers in accordance with the procedures set forth in
the respective policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.  The Company shall have no obligation to obtain or maintain such
insurance.

14.  MERGER OR CONSOLIDATION.  In the event that the Company shall be a
constituent corporation in a merger, consolidation or other reorganization, the
Company shall require as a condition thereto, (a) if it shall not be the
surviving, resulting or other corporation therein, the surviving, resulting or
acquiring corporation to agree to indemnify Indemnitee to the full extent
provided herein, and (b) whether or not the Company is the surviving, resulting
or acquiring corporation therein, Indemnitee shall also stand in the same
position under this Agreement with respect to the surviving, resulting or
acquiring corporation as Indemnitee would have with respect to the Company if
the Company's separate existence had continued.

15.  NONDISCLOSURE OF PAYMENTS.  Except as expressly required by federal
securities laws or other applicable laws, Indemnitee shall not disclose any
payments made under this Agreement, whether indemnification or advancement of
expenses, unless prior written approval of the Company is obtained.  Any
payments to Indemnitee that must be disclosed shall, unless otherwise required
by law, be described only in the Company proxy or information statements
relating to special and/or annual meetings of the Company's stockholders, and
the Company shall afford Indemnitee the reasonable opportunity to review all
such disclosures and, if requested, to explain in such statement any mitigating
circumstances regarding the events reported.

16.  NONEXCLUSIVITY AND SEVERABILITY; SUBROGATION.  (a) The right to
indemnification and advancement of expenses provided by this Agreement shall not
be exclusive of any other rights to which Indemnitee may be entitled under the
Restated Certificate of Incorporation or Bylaws of the Company, Delaware law,
any other statute, insurance policy, agreement, vote of stockholders of the
Company or of the Board (or otherwise), both as to actions in his official
capacity and as to actions in another capacity while holding such office, and
shall continue after Indemnitee has ceased to be a director or officer of the
Company and shall inure to the benefit of his heirs, executors and
administrators; PROVIDED, HOWEVER, that to the extent Indemnitee otherwise would
have any greater right to indemnification and/or advancement of expenses under
any provision of the Restated Certificate of Incorporation or the Bylaws of the
Company, Indemnitee shall be deemed to have such greater right pursuant to this
Agreement; and, PROVIDED, FURTHER, that to the extent that any change is made to
the Delaware law (whether by legislative action or judicial decision), the
Restated Certificate of Incorporation and/or the Bylaws that permits any greater
right to indemnification and/or advancement of expenses than that provided under
this Agreement as of the date hereof,

11

Indemnitee shall be deemed to have such greater right pursuant to this
Agreement.  No amendment, alteration, or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee prior to
such amendment, alteration, or repeal.

(b)  If any provision or provisions of this Agreement are held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, all portions of any provisions of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, all portions of any
provisions of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

(c)  In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
actions necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.

17.  NOTICES.  All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressed, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked.  Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.

18.  MUTUAL ACKNOWLEDGMENT.  Both the Company and Indemnitee acknowledge
that in certain instances federal law or public policy may override applicable
state law and prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise.  For example, the Company and Indemnitee
acknowledge that the Securities and Exchange Commission (the "COMMISSION") has
taken the position that indemnification is not permissible for liabilities
arising under certain federal securities laws, and federal legislation prohibits
indemnification for certain ERISA violations.  Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Commission to submit the question of indemnification to a
court in certain circumstances for a determination of the Company's right under
public policy to indemnify Indemnitee.

19.  GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the state of Delaware, without giving effect to
principles of conflict of laws.

12

20.  CONSENT TO JURISDICTION.  The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the state of Delaware
for all purposes in connection with any action, suit or proceeding which arises
out of or relates to this Agreement.

21.  IDENTICAL COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one
such counterpart signed by the party against whom enforcement is sought needs to
be produced to evidence the existence of this Agreement.

22.  MODIFICATION; SURVIVAL.  This Agreement may be modified only by an
instrument in writing signed by both parties hereto.  The provisions of this
Agreement shall survive the death, disability or incapacity of Indemnitee or the
termination of Indemnitee's service as a director or officer of the Company and
shall inure to the benefit of Indemnitee's heirs, executors and administrators.

13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

INDEMNITEE                                  Guess ?, Inc.

By:                                         By:
----------------------------------          -------------------------------
Name:                                      Name:
Address:                                   Title:

[Address]                                      1444 South Alameda Street
Los Angeles, California  90021

14

EXHIBIT 21.1

LIST OF SUBSIDIARIES

Entity                   Jurisdiction of Incorporation
------                   -----------------------------

Guess? Europe, B.V.                  The Netherlands
Guess Italia S.r.l.                        Italy
Ranche Limited                         Hong Kong
Newtimes Guess?, Limited              British Virgin Islands
Newtimes Guess?, Limited                    Hong Kong

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Guess ?, Inc.:

The  audits  referred to  in our  report  dated March  1, 1996  included the
related financial statement  schedule as of  and for  each of the  years in  the
three-year  period  ended  December  31,  1995,  included  in  the  registration
statement. This  financial  statement  schedule is  the  responsibility  of  the
Company's  management.  Our  responsibility is  to  express an  opinion  on this
financial statement schedule based on our audits. In our opinion, such financial
statement schedule,  when  considered  in relation  to  the  basic  consolidated
financial  statements taken as a whole, presents fairly in all material respects
the information set forth therein.

We consent to the use of our reports included herein and to the reference to
our firm  under the  headings "Selected  Financial Data"  and "Experts"  in  the
prospectus.

KPMG PEAT MARWICK LLP

Los Angeles, California
July 29, 1996

<ARTICLE> 5
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           5,442
<SECURITIES>                                         0
<RECEIVABLES>                                   39,625
<ALLOWANCES>                                     8,222
<INVENTORY>                                     92,340
<CURRENT-ASSETS>                               150,332
<PP                                         126,811
<DEPRECIATION>                                  59,465
<TOTAL-ASSETS>                                 229,735
<CURRENT-LIABILITIES>                           65,917
<BONDS>                                        148,712
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            35
<OTHER-SE>                                       2,898
<TOTAL-LIABILITY-AND-EQUITY>                   229,735
<SALES>                                        232,111
<TOTAL-REVENUES>                               257,406<F1>
<CGS>                                          137,113
<TOTAL-COSTS>                                  213,501<F2>
<OTHER-EXPENSES>                                   147
<LOSS-PROVISION>                                    59
<INTEREST-EXPENSE>                               7,291
<INCOME-PRETAX>                                 36,467
<INCOME-TAX>                                     1,598
<INCOME-CONTINUING>                             34,869
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    34,869
<EPS-PRIMARY>                                     0.00
<EPS-DILUTED>                                     0.00
<FN>
<F1>INCLUDES NET ROYALTIES OF $25.3 MILLION
<F2>INCLUDES NON-RECURRING CHARGES RELATED TO THE WRITEDOWN OF OPERATING ASSETS
TO BE DISPOSED OF IN CONTEMPLATION OF THE OFFERINGS AGGREGATING $3.6 MILLION  
RELATING TO (A) DISPOSAL OF TWO CURRENTLY ACTIVE REMOVE WAREHOUSE 
AND PRODUCTION FACILITIES, WHICH ARE NOT EXPECTED TO BE USED IN THE COMPANY'S 
OPERATIONS AFTER THE OFFERINGS, RESULTING IN A NET BOOK LOSS OF $2.4 MILLION, 
AND (B) THE NET BOOK LOSS OF $1.2 MILLION INCURRED BY THE COMPANY IN CONNECTION 
WITH THE SALE OF ONE OF ITS AIRCRAFT IN CONTEMPLATION OF THE OFFERINGS.
</FN>