AMENDMENT NO. 4 TO SCHEDULE TO

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO / A

TENDER OFFER STATEMENT UNDER SECTION
14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Gucci Group N.V.

(Name of Subject Company)

Pinault-Printemps-Redoute S.A.

(Name of Filing Person—Offerors)

Common Shares, Nominal Value € 1.02 Per Share

(Title of Class of Securities)

401566104
(CUSIP Number of Class of Securities)

Serge Weinberg
Chairman and Chief Executive Officer
Pinault-Printemps-Redoute S.A.
10, avenue Hoche
75381 Paris Cedex 08
France
(011 33 1) 45 64 61 00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

David A. Katz, Esq.
Joshua R. Cammaker, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000


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

Check the appropriate boxes below to designate any transactions to which the statement relates:


ý		third-party tender offer subject to Rule 14d-1.


o		issuer tender offer subject to Rule 13e-4.


ý		going-private transaction subject to Rule 13e-3.


ý		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o



	1.	Name of Reporting Person: PINAULT-PRINTEMPS-REDOUTE S.A.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: France

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 67,570,154

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 67,570,154

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 67,570,154

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 66.83% (based upon outstanding shares)

	14.	Type of Reporting Person (See Instructions): CO

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2004, as amended by Amendment No. 1 filed on April 2, 2004, Amendment No. 2 filed on April 19, 2004 and Amendment No. 3 filed on April 22, 2004 (as amended, the “Schedule TO”), by Pinault-Printemps-Redoute S.A., a société anonyme with a management board and supervisory board and organized under the laws of the Republic of France (“PPR”). The Schedule TO relates to the offer by PPR to purchase any and all outstanding Common Shares, nominal value € 1.02 per share (the “Shares”), of Gucci Group N.V. that are not beneficially owned by PPR, at $85.52 per Share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 1, 2004 (as amended and restated, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed previously with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule TO.

The Offer to Purchase is hereby amended and restated in its entirety as set forth in Exhibit (a)(1) hereto to reflect clerical corrections to the Offer to Purchase that was attached to Amendment No. 3 to the Schedule TO. The information set forth in Exhibit (a)(1), including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of this Schedule TO including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO.

The updated Offer to Purchase may be downloaded from PPR’s website at www.pprfinance.com. PPR has also made available on its website a marked copy of the updated Offer to Purchase, showing changes to the Offer to Purchase that was filed with the Commission on April 1, 2004.

Item 12.

Item 12 is hereby amended and supplemented by adding thereto the following:

(a)(1)
Offer to Purchase

(a)(31)
Press release issued by PPR dated April 23, 2004


		PINAULT-PRINTEMPS-REDOUTE S.A.

		/s/ Serge Weinberg

		Name: Serge Weinberg
		Title: Chief Executive Officer

		Date: April 23, 2004


	(a)(1)		Offer to Purchase
	(a)(31)		Press release issued by PPR dated April 23, 2004