


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No.3)*

                                Gucci Group N.V.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                    401566104
                                 (CUSIP NUMBER)

                                 April 30, 2004
             (Date of Event Which Requires Filing of This Statement)


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

 [ ] Rule 13d-1(b)
 [X] 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 (the "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).



<PAGE>

CUSIP NO. 401566104

1       NAME OF REPORTING PERSON
        S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Credit Agricole S.A.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                      (a)  |X|
                                                                      (b)  |_|

3       SEC USE ONLY

4       CITIZENSHIP OR PLACE OF ORGANIZATION

        France


                    5      SOLE VOTING POWER

   NUMBER OF               None
    SHARES
 BENEFICIALLY       6      SHARED VOTING POWER
   OWNED BY
     EACH                  None
  REPORTING
    PERSON          7      SOLE DISPOSITIVE POWER

                           None

                    8      SHARED DISPOSITIVE POWER

                           None

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        None

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


11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        0%

12      TYPE OF REPORTING PERSON

        CO


<PAGE>
CUSIP NO. 401566104

1       NAME OF REPORTING PERSON
        S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Credit Lyonnais S.A.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                      (a)  |X|
                                                                      (b)  |_|

3       SEC USE ONLY

4       CITIZENSHIP OR PLACE OF ORGANIZATION

        France


                    5      SOLE VOTING POWER

   NUMBER OF               None
    SHARES
 BENEFICIALLY       6      SHARED VOTING POWER
   OWNED BY
     EACH                  None
  REPORTING
    PERSON         7      SOLE DISPOSITIVE POWER

                           None

                    8      SHARED DISPOSITIVE POWER

                           None

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        None

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


11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        0%

12      TYPE OF REPORTING PERSON

        CO

<PAGE>



                                  SCHEDULE 13G

ITEM 1 (a)  Name of Issuer:

         Gucci Group N.V.

ITEM 1 (b)  Address of Issuer's Principal Executive Offices:

         Rembrandt Tower, 1 Amstelplein,
         1096 HA Amsterdam,
         The Netherlands.

ITEM 2 (a)  Name of Persons Filing:

         Credit Agricole S.A.
         Credit Lyonnais S.A.

ITEM 2 (b) Address of Principal Business Office or, if none, Residence:

         Credit Agricole S.A. has its registered office at 91-93 boulevard
         Pasteur, 75015 Paris, France. Credit Lyonnais S.A. has its registered
         office at 18, rue de la Republique, 69002 Lyon, France.

ITEM 2 (c)  Citizenship:

         See Item 4 of Cover Pages

ITEM 2 (d) Title of Class of Securities:

         Common Stock

ITEM 2 (e)  CUSIP NUMBER:

         401566104

ITEM  3  If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b) or
           (c), check whether the person filing is a:

           (a) [ ] Broker or dealer registered under Section 15 of the
                   Exchange Act;

           (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

           (c) [ ] Insurance company as defined in Section 3(a)(19)of the
                   Exchange Act;

           (d) [ ] Investment company registered under Section 8 of the
                   Investment Company Act of 1940;

           (e) [ ] Investment adviser in accordance with Rule
                   13d-1(b)(1)(ii)(E);

           (f) [ ] Employee Benefit Plan or endowment fund in accordance with
                   Rule 13d-1(b)(ii)(F);

           (g) [ ] Parent holding company or control person in accordance
                   with Rule 13d-1(b)(ii)(G);

           (h) [ ] A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act;

           (i) [ ] 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;

           (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


ITEM 4  Ownership.

(a) Amount beneficially owned: See Item 9 of Cover Pages

(b) Percent of Class: See Item 11 of Cover Pages

(c) Number of shares as to which such person has:

       (i)   sole power to vote or to direct the vote: See Item 5 of Cover Pages

       (ii)  shared power to vote or to direct the vote: See Item 6 of Cover
             Pages

       (iii) sole power to dispose of or to direct the disposition of: See
             Item 7 of Cover Pages

       (iv)  shared power to dispose of or direct the disposition of: See Item
             8 of Cover Pages

ITEM 5 Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ]


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.

         Not Applicable.


ITEM 8 Identification and Classification of Members of the Group.

         Please see Exhibit I


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 not acquired and are not held for
the purpose of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.


                                    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:  May 10, 2004




/s/ Eric Vandamme
---------------------------------------
Name:  Eric Vandamme
Title:  Head of Subsidiary and Investments of Credit Agricole S.A.

<PAGE>



                                Table of Exhibits


 Exhibit I    Identification and Classification of Members of the Group*

 Exhibit II   Joint Filing Agreement between Credit Lyonnais and Credit Agricole
S.A.*


---------------------------------------------
* Previously  filed as an exhibit to Amendment No. 2 to Schedule  13G,  filed on
February 10, 2004.



