<SUBMISSION>
<ACCESSION-NUMBER>0000950172-04-001188
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20040512
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>GUCCI GROUP NV
<CIK>0001001576
<ASSIGNED-SIC>3100
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-49533
<FILM-NUMBER>04799625
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>REMBRANDT TOWER
<STREET2>AMSTELPLEIN 1
<CITY>AMSTERDAM NETHERLANDS
<STATE>P8
<ZIP>HA1096
<PHONE>31204621700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>REMBRANDT TOWER
<STREET2>AMSTELPLEIN 1
<CITY>AMSTERDAM NETHERLANDS
<STATE>P8
<ZIP>3120462170
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GUCCI GROUP NV
<CIK>0001001576
<ASSIGNED-SIC>3100
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>REMBRANDT TOWER
<STREET2>AMSTELPLEIN 1
<CITY>AMSTERDAM NETHERLANDS
<STATE>P8
<ZIP>HA1096
<PHONE>31204621700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>REMBRANDT TOWER
<STREET2>AMSTELPLEIN 1
<CITY>AMSTERDAM NETHERLANDS
<STATE>P8
<ZIP>3120462170
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>lon435701.txt
<TEXT>
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ______________________

                                SCHEDULE 14D-9/A

                  SOLICITATION/RECOMMENDATION STATEMENT UNDER
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 5)
                             ______________________

                                GUCCI GROUP N.V.
                             ______________________

                           (Name of Subject Company)

                                GUCCI GROUP N.V.
                             ______________________

                      (Name of Person(s) Filing Statement)

               COMMON SHARES, NOMINAL VALUE (EURO)1.02 PER SHARE
                             ______________________

                         (Title of Class of Securities)

                                   401566104
                             ______________________

                     (CUSIP Number of Class of Securities)

                                ALLAN A. TUTTLE
                                GUCCI GROUP N.V.
                         REMBRANDT TOWER AMSTELPLEIN 1
                               HA 1096 AMSTERDAM
                                THE NETHERLANDS
                               011 31 20 462 1700
                             ______________________

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
          Communications on Behalf of the Person(s) Filing Statement)

                                WITH A COPY TO:

                                SCOTT V. SIMPSON
                              ANN BETH BEJGROWICZ
                 SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP
                                 40 BANK STREET
                                  CANARY WHARF
                            LONDON E14 5DS, ENGLAND
                              011 44 20 7519 7000

[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.


This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission (the "SEC") on April 1, 2004 (the "Schedule 14D-9"), by Gucci Group
N.V., a naamloze vennootschap organized under the laws of the Netherlands
("Gucci" or the "Company") relating to the tender offer made by
Pinault-Printemps-Redoute S.A. ("PPR"), a societe anonyme organized under the
laws of the Republic of France, as set forth in a combined Tender Offer
Statement and Schedule 13E-3 Transaction Statement filed by PPR on Schedule TO,
dated April 1, 2004 (the "Schedule TO"), to pay $85.52 net to the seller in
cash, without interest thereon, for each common share, upon the terms and
subject to the conditions set forth in the Schedule TO. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-9.


ITEM  9.          EXHIBITS.

Item 9 is hereby amended and supplemented by adding thereto the following:

EXHIBIT NO.


(a)(5)(Y)     Press release issued by Gucci Group N.V. on May 12, 2004
              announcing the resignation of the Independent Directors from the
              Supervisory Board of Gucci Group N.V.



                                   SIGNATURE

After due 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.



                             /s/ Allan A. Tuttle
                             ___________________________________
                             Name:  Allan A. Tuttle
                             Title: General Counsel


                             Date:  May 12, 2004




                                 EXHIBIT INDEX

EXHIBIT NO.                                          DESCRIPTION
___________                                          _____________

(a)(5)(Y)                                            Press release issued by
                                                     Gucci Group N.V. on May
                                                     12, 2004 announcing the
                                                     resignation of the
                                                     Independent Directors from
                                                     the Supervisory Board of
                                                     Gucci Group N.V.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>lon435701pr.txt
<DESCRIPTION>EXHIBIT (A)(5)(Y) - PRESS RELEASE
<TEXT>
                                                             EXHIBIT (A)(5)(Y)

      GUCCI GROUP ANNOUNCES RESIGNATION OF INDEPENDENT DIRECTORS FROM THE
                               SUPERVISORY BOARD


AMSTERDAM, THE NETHERLANDS, MAY 12, 2004: Gucci Group N.V. (Euronext Amsterdam:
GCCI.AS) today announces that the Independent Directors of the Company, Adrian
Bellamy, Aureliano Benedetti, Reto Domeniconi and Karel Vuursteen, have
resigned from the Supervisory Board.

Separately, Serge Weinberg, Chairman of the Management Board of
Pinault-Printemps-Redoute S.A., stepped down temporarily from Gucci Group's
Supervisory Board to assume duties as Interim President, pending the election
of Robert Polet as Chairman of the Management Board and his assumption of
duties on July 1, 2004.

Serge Weinberg said: "Gucci Group wishes to express its gratitude to the
Independent Directors, who have served the Company honourably and courageously
for many years, defending the rights of minority shareholders, and who played
an important role in supporting Gucci Group's development into a multibrand
luxury group."

Adrian Bellamy, the outgoing Chairman of the Supervisory Board of Gucci Group
N.V., said: "It has been an honour for the Independent Directors to serve on
the Supervisory Board of Gucci. We have always had the cooperation and support
of the Directors associated with PPR. Now that the first phase of the tender
offer has been completed, we feel our commitment to the shareholders has been
fulfilled, and it is time for PPR as the owner of the company to assume full
control."

Gucci Group N.V. is one of the world's leading multi-brand luxury goods
companies. Through the Gucci, Yves Saint Laurent, Sergio Rossi, Boucheron,
Roger & Gallet, Bottega Veneta, Bedat & Co., Alexander McQueen, Stella
McCartney and Balenciaga brands, the Group designs, produces and distributes
high-quality personal luxury goods, including ready-to-wear, handbags, luggage,
small leather goods, shoes, timepieces, jewelry, ties and scarves, eyewear,
perfume, cosmetics and skincare products. The Group directly operates stores in
major markets throughout the world and wholesales products through franchise
stores, duty-free boutiques and leading department and specialty stores. The
shares of Gucci Group N.V. are listed on the Euronext Amsterdam Stock Exchange.



For media inquiries:                        For investors / analysts inquiries:
Paolo Piantella                             Enza Dominijanni
Media Relations Manager                     Director of Investor Relations
Gucci Group N.V.                            Gucci Group N.V.
+39 02 8800 5555                            +39 055 7592 2456


</TEXT>
</DOCUMENT>
</SUBMISSION>
