SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                                (Amendment No. 2)


                    Under the Securities Exchange Act of 1934

                                  Guess?, Inc.

                                (Name of Issuer)

                                  Common Stock

                         (Title of Class of Securities)

                                   401617 10 5

                                 (CUSIP Number)

                                Maurice Marciano
                                  Guess?, Inc.
                            1444 South Alameda Street
                                 (213) 765-3100

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 21, 2004

             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].

     The information required on 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.


                                  Page 1 of 5 Pages






CUSIP NO. 401617 10 5        Schedule 13D                   Page 2 of 5 Pages


1        NAME OF REPORTING PERSONS
-------------------------------------------------------------------------------
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Maurice Marciano

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

                                                             (a) [ ]
                                                             (b) [X]

3        SEC USE ONLY
-------------------------------------------------------------------------------


4        SOURCE OF FUNDS
-------------------------------------------------------------------------------




-------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)
                                                          Item 2(d)        [__]
                                                          Item 2(e)        [__]


-------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION
         Republic of France

-------------------------------------------------------------------------------
                              7        SOLE VOTING POWER


         NUMBER OF                     16,145,894
                              -------------------------------------------------

           SHARES
                              8        SHARED VOTING POWER

        BENEFICIALLY                   10,000

          OWNED BY
                              -------------------------------------------------
            EACH              9        SOLE DISPOSITIVE POWER

         REPORTING                     16,145,894

                              -------------------------------------------------
           PERSON             10       SHARED DISPOSITIVE POWER

            WITH                       10,000





CUSIP NO. 401617 10 5        Schedule 13D                     Page 3 of 5 Pages


-------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         16,155,894


-------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                         [    ]


-------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         36.8%


-------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         IN

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





CUSIP NO. 401617 10 5        Schedule 13D                     Page 4 of 5 Pages


     This  Amendment  No. 2 to Schedule 13D (this  "Amendment  No. 2") amends or
amends and restates,  where indicated, the statement on Schedule 13D relating to
the Common Stock of the Issuer filed by Mr.  Marciano  with the  Securities  and
Exchange Commission on June 10, 2003 (the "Initial Schedule 13D"), as amended by
Amendment No. 1 to Schedule 13D filed by Mr.  Marciano with the  Securities  and
Exchange Commission on June 21, 2004 ("Amendment No. 1"). Capitalized terms used
in this Amendment No. 2 but not otherwise defined herein have the meanings given
to them in the Initial Schedule 13D or Amendment No. 1.

     This Amendment No. 2 is being made to supplement Amendment No. 1 to
file the sales plan described therein as Exhibit 5 hereto. Except as otherwise
set forth herein, this Amendment No. 2 does not modify any of the information
previously reported by Mr. Marciano in the Initial Schedule 13D or
Amendment No. 1.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         Exhibit 1   Termination of Amended and Restated Shareholders' Agreement
                     dated as of May 12, 2003 (incorporated by reference to
                     Exhibit 1 of the statement on Schedule 13D filed on
                     June 10, 2003 by Guess?, Inc. (File No. 005-50255))

         Exhibit  2  Registration Rights Agreement dated as of August 1, 1996
                     (incorporated by reference to Exhibit 10.14 of the
                     Quarterly Report on Form 10-Q filed on October 23, 1996
                     by Guess?,Inc. (File No. 001-11893))

         Exhibit 3   Letter agreement dated February 10, 2003 between the Issuer
                     and the Armand Marciano Trust (incorporated by reference
                     to Exhibit 4 of the statement on Schedule 13D filed on
                     March 24, 2003 by Guess?, Inc. (File No. 005-50255))

         Exhibit 4   Letter agreement dated February 10, 2003 among the Maurice
                     Marciano Trust, the Paul Marciano Trust, the Paul Marciano
                     1996 Grantor Retained Annuity Trust, the Armand Marciano
                     1996 Grantor Retained Annuity Trust and the Armand Marciano
                     Trust (incorporated by reference to Exhibit 5 of the
                     statement on Schedule 13D filed on March 24, 2003 by
                     Guess?, Inc. (File No. 005-50255))

         Exhibit 5   Sales Plan dated as of June 9, 2004 between Maurice
                     Marciano and Goldman, Sachs & Co.





CUSIP NO. 401617 10 5        Schedule 13D                     Page 5 of 5 Pages


                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Date:  July 7, 2004

                                MAURICE MARCIANO


                                        /s/ Maurice Marciano
                                __________________________________________


Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).






                                  EXHIBIT INDEX




Exhibit No.             Description


1                       Termination of Amended and Restated Shareholders'
                        Agreement dated as of May 12, 2003(incorporated by
                        reference to Exhibit 1 of the statement on Schedule 13D
                        filed on June 10, 2003 by Guess?, Inc.
                        (File No. 005-50255))

2                       Registration Rights Agreement dated as of August 1, 1996
                        (incorporated by reference to Exhibit 10.14 of the
                        Quarterly Report on Form 10-Q filed on October 23, 1996
                        by Guess?, Inc. (File No. 001-11893))

3                       Letter agreement dated February 10, 2003 between the
                        Issuer and the Armand Marciano Trust (incorporated by
                        reference to Exhibit 4 of the statement on Schedule 13D
                        filed on March 24, 2003 by Guess?, Inc.
                        (File No. 005-50255))

4                       Letter agreement dated February 10, 2003 among the
                        Maurice Marciano Trust, the Paul Marciano Trust, the
                        Paul Marciano 1996 Grantor Retained Annuity Trust,
                        the Armand Marciano 1996 Grantor Retained Annuity Trust
                        and the Armand Marciano Trust (incorporated by reference
                        to Exhibit 5 of the statement on Schedule 13D filed on
                        March 24, 2003 by Guess?, Inc. (File No.  005-50255))

5                       Sales Plan dated as of June 9, 2004 between Maurice
                        Marciano and Goldman, Sachs & Co.