<SUBMISSION>
<ACCESSION-NUMBER>0000898822-04-000338
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20040503
<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>04774494
</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>04774495
</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>may3sctoa.txt
<DESCRIPTION>AMENDMENT NO. 8
<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. 8)

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

                                          -0-

                            ----------------------------------------------------
                              9      Sole Dispositive Power:

                                          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. 8 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, Amendment No. 6
filed on April 30, 2004 and Amendment No. 7 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)(36)       Dutch advertisement dated April 30, 2004"


<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:  May 2, 2004







<PAGE>




                                  EXHIBIT INDEX


    (a)(36)        Dutch advertisement dated April 30, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99a36.txt
<DESCRIPTION>EXHIBIT 99 (A) (36)
<TEXT>
                                                               EXHIBIT 99(A)(36)
                                         [ENGLISH TRANSLATION OF DUTCH ORIGINAL]


                       TRANSLATION OF DUTCH ADVERTISEMENT
                          NOT FOR PUBLICATION PURPOSES


PINAULT-PRINTEMPS-REDOUTE S.A.      GUCCI GROUP N.V.
Corporate seat in Paris, France     Corporate seat in Amsterdam, the Netherlands



        ANNOUNCEMENT CONCERNING PUBLIC OFFER BY PINAULT-PRINTEMPS-REDOUTE
              S.A. FOR ALL OUTSTANDING SHARES IN GUCCI GROUP N.V.


OFFER DECLARED UNCONDITIONAL

With reference to the tender offer document dated 1 April, 2004 (the "Offer
Document"), Pinault-Printemps-Redoute S.A. ("PPR") hereby announces, in
accordance with article 9t paragraph 4 of the Decree on the Supervision of the
Securities Trade 1995, to declare the offer to purchase all of the outstanding
common shares of GUCCI Group N.V. ("GUCCI") each with a nominal value of EUR
1.02 (the "GUCCI Shares") that are not beneficially owned by PPR, to which the
Act on the Supervision of the Securities Trade 1995 and the Decree on the
Supervision of the Securities Trade 1995 apply, unconditional.

On the expiration date of the tender period, being 3.00 p.m. Central European
Time on Thursday, April 29, 2004 33,851,812 (1) GUCCI Shares are tendered. After
acquiring those tendered GUCCI Shares by PPR, PPR will hold 99.23% of the GUCCI
Shares.

As stated in the Offer Document, PPR will pay $85.52 in cash per GUCCI Share
validly tendered and transferred.

PAYMENT

In case holders of GUCCI Shares, which are traded on the stock exchange of
Euronext Amsterdam N.V. ("GUCCI Ordinary Shares"), have validly tendered their
Gucci Ordinary Shares before the expiration of the tender period and
subsequently have transferred their Gucci Ordinary Shares through their bank or
stockbroker to ABN AMRO Bank N.V. ("ABN AMRO") before 12.00 a.m. Amsterdam time
on 30 April 2004, payment will, in principle, take place to their bank or
stockbroker on that day. If the GUCCI Ordinary Shares are have been validly
tendered before the expiration of the tender period but without having been
transferred before 12.00 a.m. Amsterdam time on 30 April, 2004, the bank or
stockbroker of such holders of GUCCI Ordinary Shares will, in principle, receive
payment on the first business day after the date on which the GUCCI Ordinary
Shares have been transferred through such bank or stockbroker to ABN AMRO,
provided that such transfer has been effected before 12.00 a.m. Central European
time.

The manner of payment for shares listed on the New York Stock Exchange, Inc. is
set out in the Offer Document.

COMMENCEMENT OF A SUBSEQUENT OFFERING PERIOD

Holders of GUCCI Shares, who did not tender their GUCCI Shares, are given the
opportunity to tender their GUCCI Shares during a subsequent offering period
which shall start today and shall expire on 20 May, 2004 at 3.00 p.m. Central
European Time and 9.00 a.m. New York City Time, under the conditions as have
been set out in the tender offer document.

Amsterdam
30 April, 2004



--------
1 The Dutch advertisement incorrectly stated that as of the expiration of the
Offer, 33,851,812 Shares had been tendered. As indicated in the press release
that was previously filed as Exhibit (a)(33) to the Schedule TO, 33,267,342
Shares were tendered into the Offer as of the expiration date, and an additional
1,364,670 Shares were tendered by notice of guaranteed delivery and not
withdrawn.


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