.  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING

GUESS INC
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
401617105
(CUSIP NUMBER)
12/31/2014
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS 
SCHEDULE IS FILED:

(X)  RULE 13D-1 (B)
( )  RULE 13D-1 (C)
( )  RULE 13D-1 (D)

*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON`S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE 
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE 
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).

CUSIP NO: 401617105   13G         Page 2 of 5 Pages

1.  NAME OF REPORTING PERSON: STATE STREET CORPORATION

I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-2456637

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

NOT APPLICABLE

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER

0 SHARES

6.  SHARED VOTING POWER

4,345,720  

7.  SOLE DISPOSITIVE POWER

0

8.  SHARED DISPOSITIVE POWER

4,345,720

9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,345,720

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

NOT APPLICABLE

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.1% 

12.  TYPE OF REPORTING PERSON

HC

CUSIP NO: 401617105   13G         Page 3 of 5 Pages

ITEM 1. 

(A)  NAME OF ISSUER
GUESS INC

(B)  ADDRESS OF ISSUER`S PRINCIPAL EXECUTIVE OFFICES
1444 SOUTH ALAMEDA STREET
LOS ANGELES, CA 90021

ITEM 2. 

(A)  NAME OF PERSON FILING

STATE STREET CORPORATION AND ANY OTHER REPORTING PERSON
IDENTIFIED ON THE SECOND PART OF THE COVER PAGES HERETO

(B)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IN NONE,
RESIDENCE

STATE STREET FINANCIAL CENTER
ONE LINCOLN STREET
BOSTON, MA 02111
(FOR ALL REPORTING PERSONS)

(C)  CITIZENSHIP: SEE ITEM 4 (CITIZENSHIP OR PLACE OF 
ORGANIZATION) OF COVER PAGES

(D)  TITLE OF CLASS OF SECURITIES

COMMON STOCK

(E)  CUSIP NUMBER:

401617105

ITEM 3.  

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:

SEE ITEM 12 (TYPE OF REPORTING PERSON) OF THE COVER PAGE
FOR EACH REPORTING PERSON AND THE TABLE BELOW, WHICH EXPLAINS
THE MEANING OF THE TWO LETTER SYMBOLS APPEARING IN ITEM 12 OF
THE COVER PAGES.

SYMBOL        CATEGORY

BK      BANK AS DEFINED IN SECTION 3(A) (6) OF THE ACT.
IC        INSURANCE COMPANY AS DEFINED IN SECTION 3 (A) (19)
OF THE ACT
IC        INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT OF 1940.
IA        AN INVESTMENT ADVISOR IN ACCORDANCE WITH RULE
13D-1(B) (1) (II) (E).
EP      AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN    
ACCORDANCE WITH RULE 13D-1(B) (1) (II) (F) .
HC      A PARENT HOLDING COMPANY OR CONTROL PERSON IN 
ACCORDANCE WITH RULE 13D-1(B)(1)(II) (G).
SA      A SAVINGS ASSOCIATIONS AS DEFINED IN SECTION 3(B)
OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1813).
CP      A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF
AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE
INVESTMENT COMPANY ACT OF 1940.

CUSIP NO: 401617105   13G         Page 4 of 5 Pages

ITEM 4.   OWNERSHIP

THE INFORMATION SET FORTH IN ROWS 5 THROUGH 11 OF THE COVER PAGE
HERETO FOR EACH OF THE REPORTING PERSONS IS INCORPORATED
HEREIN BY REFERENCE.

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS

NOT APPLICABLE

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON

SEE EXHIBIT 1 ATTACHED HERETO

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10.  CERTIFICATION

BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE 
HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED AND ARE
NOT HELD FOR THE PURPOSE OR WITH THE EFFECT OF CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND
ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
HAVING THAT PURPOSE OR EFFECT.

SIGNATURES

AFTER REASONABLE INQUIRY AND TO THE BEST OF HIS KNOWLEDGE AND
BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH
IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.

11 February 2015
STATE STREET CORPORATION

/s/ SEAN P. NEWTH
SENIOR VICE PRESIDENT,
CHIEF ACCOUNTING OFFICER AND CONTROLLER

CUSIP NO: 401617105   13G         Page 5 of 5 Pages

EXHIBIT 1

THE FOLLOWING TABLE LISTS THE IDENTITY AND ITEM 3 CLASSIFICATION
OF EACH SUBSIDIARY OF STATE STREET CORPORATION, THE PARENT HOLDING
COMPANY, THAT BENEFICIALLY OWNS THE ISSUER`S COMMON STOCK. PLEASE
REFER TO ITEM 3 OF THE ATTACHED SCHEDULE 13G FOR A DESCRIPTION OF
EACH OF THE TWO-LETTER SYMBOLS REPRESENTING THE ITEM 3 CLASSIFICATION
BELOW.

SUBSIDIARY                                                      ITEM 3 CLASSIFICATION
STATE STREET BANK AND TRUST COMPANY                             BK
SSGA FUNDS MANAGEMENT, INC                                               IA
STATE STREET GLOBAL ADVISORS LIMITED                                     IA
STATE STREET GLOBAL ADVISORS LTD                                         IA
STATE STREET GLOBAL ADVISORS, AUSTRALIA LIMITED                          IA
STATE STREET GLOBAL ADVISORS, ASIA LIMITED                               IA
STATE STREET GLOBAL ADVISORS IRELAND LIMITED                        IA

NOTE: ALL OF THE LEGAL ENTITIES ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES
OF STATE STREET CORPORATION.