FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MARCIANO MAURICE   2. Issuer Name and Ticker or Trading Symbol GUESS INC ET AL/CA/ [GES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Chairman and Co-CEO (Last) (First) (Middle) C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/13/2004 (Street) LOS ANGELES, CA 90021 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/13/2004   S   100 D $ 16.5 15,801,814 (1) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.9 15,801,514 (2) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.82 15,801,214 (3) I By Maurice Marciano Trust Common Stock 10/13/2004   S   100 D $ 16.58 15,801,114 (4) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.57 15,800,814 (5) I By Maurice Marciano Trust Common Stock 10/13/2004   S   200 D $ 16.44 15,800,614 (6) I By Maurice Marciano Trust Common Stock 10/13/2004   S   200 D $ 16.96 15,800,414 (7) I By Maurice Marciano Trust Common Stock 10/13/2004   S   100 D $ 17.04 15,800,314 (8) I By Maurice Marciano Trust Common Stock 10/13/2004   S   200 D $ 17.2 15,800,114 (9) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 17.25 15,799,814 (10) I By Maurice Marciano Trust Common Stock 10/13/2004   S   100 D $ 17.26 15,799,714 (11) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 17.3 15,799,414 (12) I By Maurice Marciano Trust Common Stock 10/13/2004   S   100 D $ 16.4 15,799,314 (13) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.34 15,799,014 (14) I By Maurice Marciano Trust Common Stock 10/13/2004   S   700 D $ 16.33 15,798,314 (15) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.31 15,798,014 (16) I By Maurice Marciano Trust Common Stock 10/13/2004   S   600 D $ 16.3 15,797,414 (17) I By Maurice Marciano Trust Common Stock 10/13/2004   S   600 D $ 16.47 15,796,814 (18) I By Maurice Marciano Trust Common Stock 10/13/2004   S   900 D $ 16.46 15,795,914 (19) I By Maurice Marciano Trust Common Stock 10/13/2004   S   2,300 D $ 16.45 15,793,614 (20) I By Maurice Marciano Trust Common Stock 10/13/2004   S   900 D $ 16.56 15,792,714 (21) I By Maurice Marciano Trust Common Stock 10/13/2004   S   1,200 D $ 16.55 15,791,514 (22) I By Maurice Marciano Trust Common Stock 10/13/2004   S   300 D $ 16.54 15,791,214 (23) I By Maurice Marciano Trust Common Stock 10/13/2004   S   1,000 D $ 16.53 15,790,214 (24) I By Maurice Marciano Trust Common Stock 10/13/2004   S   800 D $ 16.52 15,789,414 (25) I By Maurice Marciano Trust Common Stock 10/14/2004   S   400 D $ 16.66 15,789,014 (26) I By Maurice Marciano Trust Common Stock 10/14/2004   S   700 D $ 16.75 15,788,314 (27) I By Maurice Marciano Trust Common Stock 10/14/2004   S   10,600 D $ 16.5 15,777,714 (28) I By Maurice Marciano Trust Common Stock 10/14/2004   S   500 D $ 16.51 15,777,214 (29) I By Maurice Marciano Trust Common Stock 10/14/2004   S   200 D $ 16.54 15,776,914 (30) (31) I By Maurice Marciano Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARCIANO MAURICE C/O GUESS?, INC. 1444 SOUTH ALAMEDA STREET LOS ANGELES, CA 90021	X	X	Co-Chairman and Co-CEO

Signatures

Maurice Marciano		10/15/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,640,909 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(2)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,640,609 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(3)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,640,309 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(4)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,640,209 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(5)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,639,909 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(6)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,639,709 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(7)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,639,509 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(8)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,639,409 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(9)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,639,209 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(10)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,638,909 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(11)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,638,809 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(12)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,638,509 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(13)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,638,409 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(14)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,638,109 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(15)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,637,409 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(16)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,637,109 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(17)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,636,509 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(18)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,635,909 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(19)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,635,009 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(20)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,632,709 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(21)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,631,809 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(22)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,630,609 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(23)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,630,309 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(24)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,629,309 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(25)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,628,509 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(26)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,628,109 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(27)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,627,409 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(28)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,616,809 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(29)	Includes shares of Common Stock beneficially owned by Maurice Marciano as follows: 4,616,309 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Maurice Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of the reporting person's immediate family, the inclusion herein of which shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares of Common Stock to MFH on October 11, 2004 and has exclusive voting and investment power with respect to those shares.
(30)	Following the sale of 200 shares at $16.54, the reporting person beneficially owned 15,777,014 shares as follows: 4,616,109 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Maurice Marciano ("Mr. Marciano") is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Mr. Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of Mr. Marciano's immediate family, the inclusion herein of which shall not be deemed an admission that Mr. Marciano is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares to MFH on October 11, 2004 and has exclusive voting and investment power with respect to such shares.
(31)	Maurice Marciano ("Mr. Marciano") also sold 100 shares at $16.59 on 10/14/04 after which he beneficially owned 15,776,914 shares as follows: 4,616,109 shares held by the Maurice Marciano Trust (2000 Restatement) (the "MMT") of which Mr. Marciano is sole trustee; 10,000 shares held by his wife; 35 shares held by the Maurice Marciano Gift Trust FBO Caroline Marciano of which Mr. Marciano is sole trustee; 100,870 shares held by the Maurice Marciano 2001 Children's Trust, beneficiaries of which are members of Mr. Marciano's immediate family, the inclusion herein of which shall not be deemed an admission that Mr. Marciano is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares; and 11,050,000 shares held by the Marciano Financial Holdings II, LLC ("MFH") of which the MMT is a member. The MMT transferred 11,050,000 shares to MFH on October 11, 2004 and has exclusive voting and investment power with respect to such shares.

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