SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Guess ?, Inc.
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(Exact name of registrant as specified in its charter)

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

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

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered
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Common Stock, par                  New York Stock Exchange, Inc.
value $.01 per share

If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.  / /

If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.  / /

Securities to be registered pursuant to Section 12(g) of the Act:

None

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

A description of the Registrant's Common Stock, par value $.01 per 
share, is contained in Amendment No. 3 to the Registration Statement on Form 
S-1 (Registration Statement No. 333-4419), filed with the Securities and 
Exchange Commission on July 26, 1996, under the captions "Description of 
Capital Stock--Common Stock" and "--Certain Certificate of Incorporation, 
Bylaws and Statutory Provisions Affecting Stockholders," which description is 
incorporated herein by reference.

ITEM 2.  EXHIBITS.*

Exhibit No.                             Description
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1         Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.

2         Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.

4.1       Restated Certificate of Incorporation of the Registrant.

4.2       Bylaws of the Registrant.

5         Specimen of the Registrant's Common Stock Certificate.

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*    Pursuant to Instruction II of the Instructions as to Exhibits, these
exhibits are not being included with the copy of this registration
statement filed with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

GUESS ?, INC.

Date: July 26, 1996                          By: /s/ ROGER A. WILLIAMS
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Name: Roger A. Williams
Title: Chief Financial Officer