<SUBMISSION>
<ACCESSION-NUMBER>0000898822-04-000333
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20040430
<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 TO-T/A
<ACT>34
<FILE-NUMBER>005-49533
<FILM-NUMBER>04770592
</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>
<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 13E3/A
<ACT>34
<FILE-NUMBER>005-49533
<FILM-NUMBER>04770593
</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>PINAULT PRINTEMPS REDOUTE S A /FI
<CIK>0001142252
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>18 PLACE HENRI BERGSON
<STREET2>75387 PARIS CE DEX 08
<CITY>FRANCE
<STATE>I0
<ZIP>00000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>18 PLACE HENRI BERGION
<STREET2>75008 PARIS CEDEX
<CITY>FRANCE
<STATE>I0
<ZIP>00000
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>apr30toa.txt
<DESCRIPTION>SCHEDULE TO/A AMENDMENT NO. 7
<TEXT>


================================================================================
                       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. 7)

                                GUCCI GROUP N.V.
                            (Name of Subject Company)

                         PINAULT-PRINTEMPS-REDOUTE S.A.
                        (Name of Filing Person--Offerors)

               COMMON SHARES, NOMINAL VALUE (EURO) 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

[ ] 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:

[X]  THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.

[ ]  ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.

[X]  GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.

[X]  AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.


================================================================================


<PAGE>

--------------------------------------------------------------------------------
     1       Name of Reporting Person:     I.R.S. Identification Nos. of above
                                                        persons (entities only):
                  PINAULT-PRINTEMPS-REDOUTE S.A.
--------------------------------------------------------------------------------
     2       Check the Appropriate Box if a Member of a Group

                  (a) [ ]
                  (b) [X]
--------------------------------------------------------------------------------
     3       SEC Use Only:

--------------------------------------------------------------------------------
     4       Source of Funds (See Instructions):

                  OO
--------------------------------------------------------------------------------
     5       Check if Disclosure of Legal Proceedings Is Required Pursuant to
                 Item 2(d) or 2(e):  [ ]

--------------------------------------------------------------------------------
     6       Citizenship or Place of Organization

                  France
--------------------------------------------------------------------------------
                              7      Sole Voting Power:
                                        102,202,166*
      Number of
         Shares                     --------------------------------------------
      Beneficially            8      Shared Voting Power:
        Owned By                        -0-
          Each
       Reporting                    --------------------------------------------
         Person               9      Sole Dispositive Power:
          With                          102,202,166*

                                    --------------------------------------------
                              10     Shared Dispositive Power:
                                        -0-

--------------------------------------------------------------------------------
     11       Aggregate Amount Beneficially Owned by Each Reporting Person:

                  102,202,166*
--------------------------------------------------------------------------------
     12       Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):

                  [ ]
--------------------------------------------------------------------------------
     13       Percent of Class Represented by Amount in Row (11):

                  99.23% (based upon 102,998,294 shares outstanding as of April
                  29, 2004 (excluding treasury shares))
--------------------------------------------------------------------------------
     14       Type of Reporting Person (See Instructions):

                  CO
--------------------------------------------------------------------------------

 * Includes 33,267,342 shares that were tendered pursuant to the Offer (as
   defined below) and not withdrawn, and an additional 1,364,670 shares that
   were tendered by notice of guaranteed delivery and not withdrawn. All of
   these shares were accepted for payment pursuant to the Offer on April 29,
   2004.

<PAGE>

         This Amendment No. 7 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 20, 2004, Amendment No. 3 filed on April 22, 2004, Amendment No. 4 filed
on April 23, 2004, Amendment No. 5 filed on April 28, 2004 and Amendment No. 6
filed on April 30, 2004 (as amended, the "Schedule TO"), by
Pinault-Printemps-Redoute S.A., a societe anonyme with a management board and
supervisory board and organized under the laws of the Republic of France
("PPR"). This Schedule TO relates to the offer by PPR to purchase any and all
outstanding Common Shares, nominal value (euro) 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, 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.

         The item numbers and responses thereto below are in accordance with the
requirements of Schedule TO. Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Offer to Purchase.

ITEM 12.      EXHIBITS.

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


    "(a)(35)       Press release issued by PPR dated April 30, 2004"









                                      -1-
<PAGE>



                                    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.



                         PINAULT-PRINTEMPS-REDOUTE S.A.


                              By:    /s/ Serge Weinberg
                                    ---------------------------
                              Name:  Serge Weinberg
                              Title: Chief Executive Officer


                              Date:  April 30, 2004







<PAGE>

                                  EXHIBIT INDEX


    (a)(35)        Press release issued by PPR dated April 30, 2004







<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99a35.txt
<DESCRIPTION>EXHIBIT 99 (A)(35)
<TEXT>
                                                               EXHIBIT 99(A)(35)

                        [PINAULT-PRINTEMPS-REDOUTE LOGO]


--------------------------------------------------------------------------------
                                  PRESS RELEASE
--------------------------------------------------------------------------------

                                                           Paris, April 30, 2004

                      PPR MAKES CLARIFICATION IN CONNECTION
                          WITH ITALIAN SUSPENSION ORDER


Pinault-Printemps-Redoute  S.A. (Euronext Paris: PRTP:PA),  after a request from
the Italian securities regulator CONSOB in connection with the PPR press release
issued on 29 April 2004, makes the following clarification,  specifying that the
offer  document  pursuant  to  which  PPR was  offering  to  acquire  all of the
outstanding shares of Gucci Group NV (Euronext Amsterdam: GCCI.AS) contained the
following warning:

         "The distribution of the Offer to Purchase and any separate
         documentation relating to the Offer and the making of the Offer may, in
         some jurisdictions, be restricted or prohibited by applicable law. The
         Offer is not being made, directly or indirectly, in or into, and may
         not be accepted from within, any jurisdiction in which the making of
         the Offer or the acceptance of the Offer would not be in compliance
         with the laws of that jurisdiction. Persons who come into possession of
         the Offer to Purchase or other documentation relating to the Offer
         should inform themselves of and observe all of these restrictions. Any
         failure to comply with these restrictions may constitute a violation of
         the securities laws of that jurisdiction. None of PPR, Gucci or any of
         their respective officers, directors, employees, advisors, affiliates
         or agents assume any responsibility for any violation by any person of
         any of these restrictions. Any holder of [Gucci] Shares who is in any
         doubt as to his or her position should consult an appropriate
         professional adviser without delay."

The  purpose  of  this  language  in  the  offer  document  was to  exclude  all
jurisdictions  where the making of the offer was not  proper,  including  Italy.
This  issue  was  clarified  with  CONSOB  following  the  receipt  of  CONSOB's
suspension  order  regarding  Italy on 29 April 2004.  Since the offer was never
intended  to be  directed  at  Italian  residents,  no  tenders  made  by  Gucci
shareholders resident in Italy will be processed, validated or settled.


INVESTORS  AND SECURITY  HOLDERS ARE  STRONGLY  ADVISED TO READ THE TENDER OFFER
STATEMENT (AS UPDATED AND AMENDED) AND RECOMMENDATION/SOLICITATION STATEMENT (AS
UPDATED AND AMENDED)  REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN  IMPORTANT
INFORMATION.  THESE  STATEMENTS  HAVE BEEN FILED BY PPR AND GUCCI GROUP WITH THE
U.S.  SECURITIES  AND EXCHANGE  COMMISSION.  INVESTORS AND SECURITY  HOLDERS MAY
OBTAIN  A FREE  COPY OF  THESE  STATEMENTS  AND  OTHER  FILED  DOCUMENTATION  AT
WWW.SEC.GOV.  THESE STATEMENTS AND OTHER FILED DOCUMENTATION MAY BE OBTAINED FOR
FREE BY DIRECTING SUCH REQUESTS TO PPR'S INVESTOR RELATIONS  DEPARTMENT AT +33 1
45 64 63 25, GUCCI GROUP'S INVESTOR

<PAGE>

RELATIONS  DEPARTMENT  AT  +39  055  75 92 24  56,  OR ABN  AMRO  VIA  EMAIL  AT
PROSPECTUS@NL.ABNAMRO.COM.  THE UPDATED  OFFER TO PURCHASE,  AS AMENDED (BUT NOT
THE RELATED TRANSMITTAL  DOCUMENTS) MAY ALSO BE DOWNLOADED FROM PPR'S WEBSITE AT
WWW.PPRFINANCE.COM.

THE DISTRIBUTION OF THE OFFER DOCUMENTS AND ANY SEPARATE  DOCUMENTATION RELATING
TO  THE  TENDER  OFFER  AND  THE  MAKING  OF  THE  TENDER  OFFER  MAY,  IN  SOME
JURISDICTIONS,  BE RESTRICTED OR PROHIBITED BY APPLICABLE LAW. SUCH TENDER OFFER
IS NOT BEING MADE,  DIRECTLY OR INDIRECTLY,  IN OR INTO, AND MAY NOT BE ACCEPTED
FROM  WITHIN,  ANY  JURISDICTION  IN WHICH THE MAKING OF THE TENDER OFFER OR THE
ACCEPTANCE OF THE TENDER OFFER WOULD NOT BE IN COMPLIANCE  WITH THE LAWS OF THAT
JURISDICTION.  PERSONS WHO COME INTO  POSSESSION  OF ANY OF THE OFFER  DOCUMENTS
SHOULD INFORM THEMSELVES OF AND OBSERVE ALL OF THESE  RESTRICTIONS.  ANY FAILURE
TO COMPLY WITH THESE  RESTRICTIONS  MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS  OF  THAT  JURISDICTION.  NONE OF PPR,  GUCCI  OR ANY OF  THEIR  RESPECTIVE
OFFICERS,  DIRECTORS,  EMPLOYEES,  ADVISORS,  AFFILIATES  OR AGENTS  ASSUME  ANY
RESPONSIBILITY FOR ANY VIOLATION BY ANY PERSON OF ANY OF THESE RESTRICTIONS. ANY
HOLDER  OF GUCCI  SHARES  WHO IS IN ANY DOUBT AS TO HIS OR HER  POSITION  SHOULD
CONSULT AN APPROPRIATE PROFESSIONAL ADVISER WITHOUT DELAY.


PPR CONTACTS
--------------------------------------------------------------------------------
PRESS:                        Thomas Kamm                    +33 1 45 64 63 46
                              Catherine Malek                +33 1 45 64 61 20
ANALYSTS/INVESTORS:           David Newhouse                 +33 1 45 64 63 23
                              Alexandre de Brettes           +33 1 45 64 61 49
PRESS SITE:                   www.pprlive.com
ANALYSTS/INVESTORS SITE:      www.pprfinance.com



















<PAGE>



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