RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                  GUESS ?, INC.
 
 
          Guess ?, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
 
          1.   The name of the corporation is Guess ?, Inc.  Guess ?, Inc. was
     originally incorporated under the name Alameda Holdings, Inc., and the
     original Certificate of Incorporation of the corporation was filed with the
     Secretary of State of the State of Delaware on August 3, 1993.  A Restated
     Certificate of Incorporation of the corporation was filed on November 12,
     1993.
 
          2.   This Restated Certificate of Incorporation restates and
     integrates and further amends the provisions of the Certificate of
     Incorporation of this corporation and was duly adopted by the written
     consent of the stockholders of the Corporation in accordance with the
     provisions of Sections 228, 242 and 245 of the General Corporation Law of
     the State of Delaware.
 
          3.   The text of the Restated Certificate of Incorporation as
     heretofore amended or supplemented is hereby restated and further amended
     to read in its entirety as follows:
 
 
                                   "ARTICLE I
 
                                      NAME
 
SECTION 1.1.  NAME.  The name of the Corporation is Guess ?, Inc. (hereinafter,
the "CORPORATION").
 
 
                                   ARTICLE II
 
          REGISTERED OFFICE AND REGISTERED AGENT; LOCATION OF MEETINGS
                         AND CORPORATE BOOKS AND RECORDS
 
          SECTION 2.1.  OFFICE AND AGENT.  The address of the registered office
of the Corporation in the State of Delaware is 1209 Orange Street, in the City
of Wilmington,
 
 
<PAGE>
 
County of New Castle.  The name of its registered agent at that address is The
Corporation Trust Company.
 
          SECTION 2.2.  MEETINGS; BOOKS AND RECORDS.  Meetings of stockholders
may be held outside of the State of Delaware.  The books of the Corporation may
be kept outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the
Corporation.
 
 
                                   ARTICLE III
 
                        CORPORATE PURPOSES AND EXISTENCE
 
          SECTION 3.1.  CORPORATE PURPOSES AND EXISTENCE.  The purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware as
set forth in Title 8 of the Delaware Code.  The Corporation is to have perpetual
existence.
 
 
                                   ARTICLE IV
 
                                 CAPITALIZATION
 
          SECTION 4.1.  AUTHORIZED CAPITAL.  The total number of shares of
capital stock that the Corporation shall have the authority to issue is:
 
          (a)  150,000,000 shares of common stock, par value $.01 per share (the
     "COMMON STOCK"); and
 
          (b)  10,000,000 shares of preferred stock, par value $.01 per share
     (the "PREFERRED STOCK").
 
          SECTION 4.2.  STOCK SPLIT.  Each share of common stock, par value $.01
per share, of the Corporation issued and outstanding, or retained in treasury,
as of the opening of business on the day on which this Restated Certificate of
Incorporation is filed with the Secretary of State of the State of Delaware,
shall be converted into 32.664669 shares of Common Stock without further action
by the Corporation or any stockholder thereof.  No fractional shares shall be
issued upon such conversion and if any stockholder of the Corporation shall be
entitled to less than one full share of Common Stock, such stockholder shall be
paid cash in lieu of such fractional share equal to the fair value of such
fractional share at the time of such conversion.
 
          SECTION 4.3.  ISSUANCE.  The shares of stock of the Corporation may be
issued by the Corporation from time to time for such consideration as from time
to time may
 
 
                                        2
 
 
<PAGE>
 
be fixed by the Board of Directors of the Corporation; and all issued shares of
the Corporation shall be deemed fully paid and non-assessable.
 
          SECTION 4.4.  COMMON STOCK.  (a)  IDENTICAL RIGHTS AND PRIVILEGES; NO
PREEMPTIVE RIGHTS.  All outstanding shares of Common Stock shall be identical
and shall entitle the holders thereof to the same rights and privileges.  The
holders of shares of Common Stock shall have no preemptive or preferential
rights of subscription to any shares of any class of capital stock of the
Corporation.
 
          (b)  DIVIDENDS AND DISTRIBUTIONS.  When, as and if dividends or
distributions are declared on outstanding shares of Common Stock, whether
payable in cash, in property or in securities of the Corporation, the holders of
outstanding shares of Common Stock shall be entitled to share equally, share for
share, in such dividends and distributions.
 
          (c)  LIQUIDATION.  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of outstanding
shares of Common Stock shall be entitled to share equally, share for share, in
the assets of the Corporation to be distributed among the holders of shares of
the Common Stock.
 
          (d)  VOTING RIGHTS.  (i)  IN GENERAL.  The holders of outstanding
shares of Common Stock shall have the right to vote on the election and removal
of the directors of the Corporation and on all other matters to be voted on by
the shareholders of the Corporation.
 
          (ii)  PROCEDURES AT MEETINGS.  At every meeting with respect to
matters on which the holders of outstanding shares of Common Stock are entitled
to vote, the holders of outstanding shares of Common Stock shall be entitled to
one vote per share.
 
          SECTION 4.5.  PREFERRED STOCK.  Shares of the preferred stock of the
Corporation may be issued from time to time in one or more classes or series,
each of which class or series shall have such distinctive designation or title
as shall be fixed by the Board of Directors of the Corporation prior to the
issuance of any shares thereof.  Each such class or series of preferred stock
shall have such voting powers, full or limited, or no voting powers, and such
other relative, participating, optional or other rights, preferences, privileges
and restrictions, including the voting rights, redemption provisions (including
sinking fund provisions), dividend rights, dividend rates, liquidation
preferences and conversion rights, and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issuance of such class or series of preferred stock as may be
adopted from time to time by the Board of Directors prior to the issuance of any
shares thereof pursuant to the authority hereby expressly vested in it, all in
accordance with the laws of the State of Delaware.  Any action by the Board of
Directors under this Section 4.5 shall require the affirmative vote of a
majority of the members of the Board of Directors then in office.
 
 
                                        3
 
 
<PAGE>
 
                                    ARTICLE V
 
                                 INDEMNIFICATION
 
          SECTION 5.1.  INDEMNIFICATION.  (a)  The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person seeking indemnification did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
 
          (b)  The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
 
          (c)  To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Section 5.1, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
 
 
                                        4
 
 
<PAGE>
 
          (d)  Any indemnification under subsections (a) and (b) of this Section
5.1 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such subsections (a) and
(b).  Such determination shall be made (i) by a majority vote of directors who
are not parties to such action, suit or proceeding even though less than a
quorum, or (ii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders
of the Corporation.
 
          (e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation authorized in this Article V.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors of the Corporation deems
appropriate.
 
          (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.
 
          (g)  The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Section 145 of the General Corporation
Law.
 
          (h)  For purposes of this Article V, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article V with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
 
 
                                        5
 
 
<PAGE>
 
          (i)  For purposes of this Article V, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article V.
 
          (j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
          (k)  No amendment or repeal of this Article V shall apply to or have
any effect upon any right to indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.
 
 
                                   ARTICLE VI
 
                             INTERESTED TRANSACTIONS
 
          SECTION 6.1.  INTERESTED TRANSACTIONS.  No contract or other
transaction between the Corporation and any person, firm, association or
corporation and no act of the Corporation shall, in the absence of fraud, be
invalidated or in any way affected by the fact that any of the Directors of the
Corporation are pecuniarily or otherwise interested, directly or indirectly, in
such contract, transaction or act, or are related to or interested in, as a
director, stockholder, officer, employee, member or otherwise, such person,
firm, association or corporation.  Any Director so interested or related who is
present at any meeting of the Board of Directors or committee or directors at
which action on any such contract, transaction or act is taken may be counted in
determining the presence of a quorum at such meeting and may vote thereat with
respect to such contract, transaction or act with like force and effect as if he
was not so interested or related.  No Director so interested or related shall,
because of such interest or relationship, be disqualified from holding his
office or be liable to the Corporation or any stockholder or creditor thereof
for any loss incurred by the Corporation under or by reason of such contract,
transaction or act, or be accountable for any gains or profits he may have
realized therein.
 
 
                                        6
 
 
<PAGE>
 
                                   ARTICLE VII
 
                             LIABILITY OF A DIRECTOR
 
          SECTION 7.1.  LIABILITY OF A DIRECTOR.  (a)  A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived any improper personal benefit.
 
          (b)  Any repeal or modification of this Article VII shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
 
 
                                  ARTICLE VIII
 
                  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION
 
          SECTION 8.1.  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION.  (a)  The
business and affairs of the Corporation shall be managed by its Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts and things that are not conferred upon or reserved to the
stockholders by law, by this Restated Certificate of Incorporation or by the
Bylaws of the Corporation (the "BYLAWS").
 
          (b)  The following provisions are inserted for the limitation and
regulation of the powers of the Corporation and of its directors and
stockholders:
 
          (i)  The Board of Directors shall have the power to make, alter,
     amend, change or repeal the Bylaws by the affirmative vote of a majority of
     the members of the Board of Directors then in office.  In addition, the
     Bylaws may be made, altered, amended, changed or repealed by the
     stockholders of the Corporation upon the affirmative vote of the holders of
     at least 66-2/3% of the outstanding capital stock entitled to vote thereon.
 
          (ii)  The number of directors of the Corporation shall be as from time
     to time fixed by, or in the manner provided in, the Bylaws of the
     Corporation.  The directors shall be divided into three classes, designated
     Class I, Class II and Class III.  Each class shall consist, as nearly as
     may be possible, of one-third of the total number of directors constituting
     the entire Board of Directors.  The term of the initial Class I directors
     shall terminate on the date of the 1997 annual meeting of stockholders; the
     term of the initial Class II directors shall terminate on the date of the
     1998 annual
 
 
                                        7
 
 
<PAGE>
 
     meeting of stockholders; and the term of the initial Class III directors
     shall terminate on the date of the 1999 annual meeting of stockholders.  At
     each annual meeting of stockholders beginning in 1997, successors to the
     class of directors whose term expires at that annual meeting shall be
     elected for a three year term.  If the number of directors is changed, any
     increase or decrease shall be apportioned among the classes so as to
     maintain the number of directors in each class as nearly equal as possible,
     but in no case will a decrease in the number of directors shorten the term
     of any incumbent director.  A director shall hold office until the annual
     meeting for the year in which his term expires and until his successor
     shall be elected and shall qualify, subject, however, to prior death,
     resignation, retirement, disqualification or removal from office.
 
          The term of a director elected to fill a newly created directorship or
     other vacancy shall expire at the same time as the terms of the other
     directors of the class for which the new directorship is created or in
     which the vacancy occurred.  Any vacancy on the Board of Directors that
     results from an increase in the number of directors and any other vacancy
     occurring on the Board of Directors, howsoever resulting, may be filled by
     a majority of the directors then in office, even if less than a quorum, or
     by a sole remaining director.  Any director so elected by the Board of
     Directors to fill a vacancy shall hold office for a term that shall
     coincide with the term of the class to which such director shall have been
     elected.
 
          Notwithstanding the foregoing, whenever the holders of any one or more
     classes or series of preferred stock issued by the Corporation shall have
     the right, voting separately by class or series, to elect directors at an
     annual or special meeting of stockholders, the election, term of office,
     filling of vacancies and other features of such directorships shall be
     governed by the terms of this Restated Certificate of Incorporation or the
     resolution or resolutions adopted by the Board of Directors pursuant to
     Section 4.5 applicable thereto, and such directors so elected shall not be
     divided into classes pursuant to this clause (b) of Article VIII unless
     expressly provided by such terms.
 
          (iii)  Subject to the rights, if any, of the holders of shares of
     preferred stock then outstanding, any or all of the directors of the
     Corporation may be removed from office at any time by the stockholders of
     the Corporation, but only for cause and only by the affirmative vote of the
     holders of a majority of the outstanding shares of the Corporation then
     entitled to vote generally in the election of directors, considered for
     purposes of this paragraph as one class.
 
          (iv)  Any action required or permitted to be taken at any annual or
     special meeting of stockholders may be taken only upon the vote of the
     stockholders at an annual or special meeting duly noticed and called, as
     provided herein and in the Bylaws of the Corporation, and may not be taken
     by a written consent of the stockholders pursuant to the General
     Corporation Law of the State of Delaware.
 
 
 
                                        8
 
 
<PAGE>
 
          (v)  Special meetings of the stockholders of the Corporation for any
     purpose or purposes may be called at any time by the Chairman of the Board
     of Directors, the Chief Executive Officer or the President of the
     Corporation.  Special meetings of the stockholders of the Corporation may
     not be called by any other person or persons.
 
          (vi)  The Board of Directors shall have the exclusive authority and
     power to determine whether and to what extent, and at what times and
     places, and under what conditions and regulations, the accounts and books
     of the Corporation, or any of them, shall be open to inspection of
     stockholders; and no stockholder shall have any right to inspect any
     account, book or document of the Corporation except as conferred by
     applicable law or authorized by the Bylaws or by the Board of Directors.
 
          The Corporation may in its Bylaws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.
 
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
          SECTION 9.1.  AMENDMENTS.  Notwithstanding anything contained in this
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of Common Stock shall
be required to amend or repeal, or adopt any provision inconsistent with, clause
(b) of Article VIII or this Article IX of this Restated Certificate of
Incorporation.
 
 
                                    ARTICLE X
 
                                PRIVATE PROPERTY
 
          SECTION 10.1.  PRIVATE PROPERTY.  The private property of the
stockholders of the Corporation shall not be subject to the payment of corporate
debts to any extent whatsoever."
 
          This Restated Certificate of Incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.
 
 
                                        9
 
 
<PAGE>
 
          IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed under the seal of the Corporation this _________ day of July, 1996.
 
 
                              GUESS ?, INC.
 
 
                              By:
                                 --------------------------------------------
                                Name:   Maurice Marciano
                                Title:  Chairman and Chief Executive Officer