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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2006

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

Delaware
(State or other jurisdiction of incorporation)

1-11893                                            95-3679695
(Commission File Number)                       (IRS Employer Identification No.)

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

Registrant's telephone number, including area code: (213) 765-3100

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 9, 2006, the shareholders of Guess?, Inc. (the "Company") approved an
amendment and restatement of the Guess?, Inc. 1996 Non-Employee Directors' Stock
Grant and Stock Option Plan to reflect the following principal amendments (i) to
extend the term for an additional ten years to May 9, 2016 and (ii) to increase
the number of shares of common stock of the Company that may be delivered
pursuant to all awards granted thereunder by 500,000 shares. Upon shareholder
approval, the plan was renamed the Guess?, Inc. 2006 Non-Employee Directors'
Stock Grant and Stock Option Plan. The purpose of the 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 non-employee directors by giving them an opportunity to participate in the
ownership of the Company.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The Company issued a press release on May 11, 2006. The press release announced
its financial results for the quarter ended April 1, 2006. The press release is
attached hereto as Exhibit 99.1.

The information in this item is being furnished under Item 2.02 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of
such section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(c)  APPOINTMENT OF CHIEF FINANCIAL OFFICER.

Effective May 9, 2006, Carlos Alberini, the Company's President and Chief
Operating Officer, was also appointed as the Company's Interim Chief Financial
Officer and Interim Principal Financial and Accounting Officer. Mr. Alberini
succeeds Frederick G. Silny, who relinquished his positions with the Company
effective May 9, 2006, as previously announced on February 8, 2006. The Company
is continuing its executive search for a permanent replacement.

Mr. Alberini, age 50, joined the Company in December 2000 as President and Chief
Operating Officer. Prior to joining the Company, Mr. Alberini served as Senior
Vice President and Chief Financial Officer of Footstar, Inc. from October 1996
to December 2000. Prior to his position at Footstar, Inc., from May 1995 to
October 1996 Mr. Alberini served as Vice President of Finance and Acting Chief
Financial Officer of the Melville Corporation, from 1987 to 1995 he served as
Corporate Controller and rose to Senior Vice President and Chief Financial
Officer and Treasurer of The Bon Ton Stores, and he spent ten years with Price
Waterhouse until leaving the firm as an audit manager in 1987. Mr. Alberini has
served as a director of the Company since December 11, 2000, and his present
term as a Class I director will expire at the 2009 annual meeting of
shareholders.

Mr. Alberini currently has an employment agreement with the Company that
provides for a month-to-month term. The agreement provides for an annual base
salary of $400,000, which may be increased based on annual reviews, and an
annual cash bonus of up to a maximum of 120% of base salary to be determined in
accordance with the Company's annual bonus plan. For 2005, he received a base
salary of $476,922 and a cash bonus of $310,000. Mr. Alberini is eligible to
participate in the Company's equity incentive plans, 401(k) plan and similar
benefits provided to senior executives. If Mr. Alberini's employment is
terminated by the Company at any time other than for his death, disability or
for cause (as such terms are defined in the agreement), the Company and Mr.
Alberini will enter into a consulting agreement for up to twelve months under
which Mr. Alberini will render consulting services for which the Company will
pay an annualized consulting fee equal to Mr. Alberini's base salary, as in
effect prior to the commencement of the consulting period. In addition, Mr.
Alberini will be entitled to receive continued vesting of any then outstanding
options over the term of the consulting period. The agreement also includes
certain non-competition, non-solicitation and confidentiality provisions.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)     EXHIBITS.

The following exhibit is furnished herewith:

99.1    Press Release of Guess?, Inc. dated May 11, 2006 (financial results for
the quarter ended April 1, 2006)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?,
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Dated: May 11, 2006                           GUESS?, INC.

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

3

EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
-------------   ----------------------------------------------------------------
99.1            Press Release of Guess?, Inc. dated May 11, 2006 (financial
results for the quarter ended April 1, 2006)

4

Exhibit 99.1

[LOGO OF GUESS?, INC.]                                              NEWS RELEASE

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

For Immediate Release
Contacts: Carlos Alberini                                         Joseph Teklits
President & Chief Operating Officer                     ICR
(213) 765-3582                                          (203) 682-8258

GUESS?, INC. REPORTS STRONG FIRST QUARTER 2006 RESULTS
------------------------------------------------------

Q1 EPS INCREASED 89% VERSUS Q1 LAST YEAR, $0.34 VERSUS $0.18
------------------------------------------------------------

EUROPE, WORLDWIDE LICENSING AND RETAIL MAIN DRIVERS OF EARNINGS GROWTH
----------------------------------------------------------------------

FIRST QUARTER HIGHLIGHTS
------------------------

- Net revenues increased 20.1% to $259.0 million

- Comp store sales up 13.9% for the quarter

- Earnings from operations up 71.6% to $26.0 million, with a 10.0%
operating margin compared to 7.0% last year

- Net earnings increased 88.6% to $15.4 million

Los Angeles, CA, May 11, 2006 - Guess?, Inc. (NYSE:GES) today reported strong
financial results for the first quarter ended April 1, 2006.

For the first quarter of 2006, the Company reported net earnings of $15.4
million, or diluted earnings of $0.34 per share, compared to net earnings of
$8.2 million, or diluted earnings of $0.18 per share, for the first quarter of
2005.

Paul Marciano, Co-Chairman and Co-CEO, commented, "Our performance in the period
exceeded our expectations and was driven by earnings growth in all of our
business segments. Our retail business' strong comp performance contributed to
significant profit growth in the period. This momentum accelerated in April with
a comp sales increase of 22.6%. Our European business delivered earnings growth
in excess of 30% for the quarter. Our licensing business also posted strong
earnings growth of over 30%, driven by the success of sales of accessories
worldwide, including incremental business in Europe. During the quarter, we
managed the business efficiently with solid margins and effective expense
control, which contributed to a significant operating margin expansion."

Paul Marciano continued, "We are pleased that our revenues and earnings continue
to become more diversified geographically as we execute our strategy to build
the Guess? brand in North America, Europe and around the world. We believe that
we are well positioned for profitable, consistent growth and we remain confident
about our future prospects."

Total net revenue for the first quarter of 2006 increased 20.1% to $259.0
million from $215.6 million in the first quarter of 2005. The Company's retail
stores in the U.S. and Canada generated revenues of $139.0 million in the 2006
first quarter, a 19.3% increase from $116.5 million reported in the same period
a year ago. Comparable store sales increased 13.9% during the first quarter of
2006 from the year-ago period. Net revenue from the Company's wholesale segment
was flat at $30.8 million in the first quarter of 2006 compared to the year-ago
period. Net revenue from the Company's European operations segment increased
32.7% to $75.2 million in the first quarter of 2006, compared to $56.6 million
in the prior-year period. Licensing segment net revenue increased 23.0% to $14.0
million in the 2006 first quarter from $11.4 million in the first quarter last
year.

The Company will hold a conference call at 4:30 pm (ET) on May 11, 2006 to
discuss the news announced in this press release. A live webcast of the
conference call will be accessible at www.guess.com via the "Investor's Info"
link from the "Guess?, Inc." section of the site. The webcast will be archived
on the website for 30 days.

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection
of contemporary apparel, accessories and related consumer products. At April 29,
2006, the Company operated 316 retail stores in the United States and Canada.
The Company also distributes its products through better department and
specialty stores around the world. For more information about the Company,
please visit www.guess.com.

Except for historical information contained herein, certain matters discussed in
this press release, including statements concerning the Company's future growth
and prospects, are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are only expectations, and involve known and unknown
risks and uncertainties, which may cause actual results in future periods to
differ materially from what is currently anticipated. Factors which may cause
actual results in future periods to differ materially from current expectations
include, among other things, our ability to anticipate consumer preferences,
effectively operate our retail stores, effectively manage inventories,
successfully execute our strategies, including our supply chain and
international growth strategies, and general economic conditions and consumer
confidence. In addition to these factors, the economic and other factors
identified in the Company's most recent annual report on Form 10-K and other
filings with the Securities and Exchange Commission, including but not limited
to the risk factors discussed therein, could cause actual results to differ
materially from current expectations.

2

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

THREE MONTHS ENDED
-------------------------------------------------
April 1,                  April 2,
2006                     2005
-----------------------   -----------------------
$            %            $            %
----------   ----------   ----------   ----------

Net revenue
Product sales                              $  244,943         94.6%  $  204,194         94.7%
Net royalties                                  14,035          5.4%      11,414          5.3%
----------   ----------   ----------   ----------
258,978        100.0%     215,608        100.0%
Cost of product sales                             155,346         60.0%     133,385         61.9%
----------   ----------   ----------   ----------
Gross profit                                      103,632         40.0%      82,223         38.1%
Selling, general and administrative expenses       77,623         30.0%      67,069         31.1%
----------   ----------   ----------   ----------
Earnings from operations                           26,009         10.0%      15,154          7.0%

Other (income) expense:
Interest expense                                1,644          0.6%       1,754          0.8%
Interest income                                (1,210)        (0.5)%       (435)        (0.2)%
----------   ----------   ----------   ----------
Earnings before income taxes                       25,575          9.9%      13,835          6.4%
Income taxes                                       10,179          4.0%       5,672          2.6%
----------   ----------   ----------   ----------
Net earnings                                   $   15,396          5.9%  $    8,163          3.8%
==========   ==========   ==========   ==========

Net earnings per share:
Basic                                      $     0.34                $     0.18
Diluted                                    $     0.34                $     0.18

Weighted number of shares outstanding:
Basic                                          44,968                    44,200
Diluted                                        45,717                    44,644

3

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

THREE MONTHS ENDED
-------------------------
April 1,      April 2,
2006          2005
-----------   -----------
Net revenue:
Retail operations                $   138,958   $   116,495
Wholesale operations                  30,797        31,059
European operations                   75,188        56,640
Licensing operations                  14,035        11,414
-----------   -----------
$   258,978   $   215,608
===========   ===========

Earnings (loss) from operations:
Retail operations                $     2,121   $    (3,408)
Wholesale operations                   2,380         2,127
European operations                   21,179        15,853
Licensing operations                  12,285         9,144
Corporate overhead                   (11,956)       (8,562)
-----------   -----------
$    26,009   $    15,154
===========   ===========

4

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

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

ASSETS
Cash and cash equivalents                      $   151,463   $    171,549   $    89,248
Receivables, net                                   123,245         81,762       123,007
Inventories, net                                   111,583        122,037        95,595
Other current assets                                33,754         32,670        26,375
Property and equipment, net                        148,088        144,007       117,659
Other assets                                        93,897         81,349        61,062
-----------   ------------   -----------
Total Assets                                 $   662,030   $    633,374   $   512,946
===========   ============   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current installments of notes                  $    39,525   $     35,051   $    53,905
payable, long-term debt and
capital lease
Other current liabilities                          169,505        182,175       140,058
Notes payable, long-term debt                       50,509         53,199        53,865
and capital lease, excluding
current installments
Other liabilities                                   89,011         74,656        37,467
Stockholders' equity                               313,480        288,293       227,651
-----------   ------------   -----------
Total Liabilities and Stockholders' Equity   $   662,030   $    633,374   $   512,946
===========   ============   ===========

5

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

THREE MONTHS ENDED
-----------------------
APRIL 1,    APRIL 2,
2006        2005
-----------  ----------
Net cash used in operating activities                   $   (17,079) $   (2,394)
Net cash used in investing activities                       (10,420)    (27,145)
Net cash provided by financing activities                     7,145      12,966
Effect of exchange rates on cash                                268        (182)
-----------  ----------
Net decrease in cash and cash equivalents                   (20,086)    (16,755)
Cash and cash equivalents at the beginning of the year      171,549     106,003
-----------  ----------
Cash and cash equivalents at the end of the period      $   151,463  $   89,248
===========  ==========

SUPPLEMENTAL INFORMATION:

Depreciation and amortization                           $     8,762  $    8,427
Rent                                                         20,016      16,767

6

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

THREE MONTHS ENDED
-----------------------
APRIL 1,    APRIL 2,
2006        2005
-----------  ----------
Number of stores at the beginning of the year                   315         287
Store openings                                                  5           7
Store closures                                                 (7)         (5)
-----------  ----------
Number of stores at the end of the period                       313         289
===========  ==========

Total store square footage at the end of the period       1,547,000   1,465,000
===========  ==========

7