<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               For the quarterly period ended   October 28, 2000
                                              ---------------------

                      COMMISSION FILE NUMBER   333-81307
                                             --------------

                                G+G RETAIL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                      22-3596083
     ------------------------------                     -------------------
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)


                   520 Eighth Avenue, New York, New York 10018
              -----------------------------------------------------
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code (212) 279-4961

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                           Yes  X        No
                                                               ---          ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


       Class B                               Outstanding at December 8, 2000
---------------------                        --------------------------------
Common $.01 par value                                     10 shares







<PAGE>



                                    CONTENTS

<TABLE>
<CAPTION>

                                                                                                          PAGE
                                                                                                           NO.
                                                                                                          ---
<S>             <C>                                                                                       <C>
PART I.         FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS (UNAUDITED)

                Condensed Consolidated Balance Sheets - October 28, 2000 and January 29, 2000               3

                Condensed Consolidated Statements of Operations - Three and Nine Months Ended
                   October 28, 2000 and October 30, 1999                                                    4

                Condensed Consolidated Statements of Cash Flows - Nine Months Ended
                   October 28, 2000 and October 30, 1999                                                    5

                Notes to Unaudited Condensed Consolidated Financial Statements                              6

ITEM 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations     7-12

ITEM 3.         Quantitative and Qualitative Disclosures about Market Risk                                 12

PART II.        OTHER INFORMATION

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K                                                           13

SIGNATURE PAGE                                                                                             14

</TABLE>








<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                G+G Retail, Inc.

                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                       OCTOBER      JANUARY
                                                       28, 2000     29, 2000
                                                      ---------    ---------
<S>                                                   <C>          <C>
ASSETS
Current assets:
   Cash and short-term investments                     $    890     $ 19,093
   Accounts receivable                                    1,150          723
   Income taxes receivable                                  280           --
   Merchandise inventories                               24,614       12,868
   Prepaid expenses                                         553          712
   Deferred tax assets                                    3,052          504
                                                       --------     --------
Total current assets                                     30,539       33,900

Property and equipment, net                              50,815       34,938
Intangible assets, net                                  113,187      116,816
Deferred tax assets                                       1,063          863
Other assets                                                299          225
                                                       --------     --------
Total assets                                           $195,903     $186,742
                                                       ========     ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                    $ 20,654     $  9,721
   Accrued expenses                                      14,594       12,915
   Accrued interest                                       5,562        2,517
   Income taxes payable                                      --        3,250
   Short-term borrowings                                  1,200           --
   Current portion of capital lease                       1,144          385
                                                       --------     --------
Total current liabilities                                43,154       28,788

Capital lease                                             4,148        1,747
Long-term debt                                          100,351       99,733
                                                       --------     --------
Total liabilities                                       147,653      130,268

Commitments and contingencies

Stockholder's equity:
   Class B common stock, par value $.01 per share,
      1,000 shares authorized, 10 shares issued and
      outstanding                                            --           --
   Additional paid-in capital                            50,298       50,298
   Retained earnings/(deficit)                           (2,048)       6,176
                                                       --------     --------
Total stockholder's equity                               48,250       56,474
                                                       --------     --------
Total liabilities and stockholder's equity             $195,903     $186,742
                                                       ========     ========
</TABLE>

See accompanying notes

                                                                               3





<PAGE>



                                G+G Retail, Inc.

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                 -------------------------------------------------------------
                                                                  THREE MONTHS    THREE MONTHS    NINE MONTHS     NINE MONTHS
                                                                 ENDED OCTOBER   ENDED OCTOBER   ENDED OCTOBER   ENDED OCTOBER
                                                                   28, 2000        30, 1999        28, 2000        30, 1999
                                                                 -------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>             <C>
Net sales                                                           $85,661         $77,056        $236,377        $227,322
Cost of sales (including occupancy costs)                            53,502          49,308         154,756         146,058
Selling, general, administrative and buying expenses                 26,551          22,561          76,001          64,759
Depreciation and amortization expense                                 3,317           2,553           9,604           8,725
                                                                    -------         -------        --------        --------
Operating income (loss)                                               2,291           2,634          (3,984)          7,780

Interest expense                                                      3,581           3,393          10,573          10,060
Interest income                                                          16             138             229             372
                                                                    -------         -------        --------        --------
Loss before extraordinary loss and benefit from income taxes         (1,274)           (621)        (14,328)         (1,908)

Benefit from income taxes                                              (543)           (274)         (6,104)           (840)
                                                                    -------         -------        --------        --------
Loss before extraordinary loss                                         (731)           (347)         (8,224)         (1,068)

Extraordinary loss, net of $354,000 of income taxes                      --              --              --            (450)
                                                                    -------         -------        --------        --------
Net loss                                                            $  (731)        $  (347)       $ (8,224)       $ (1,518)
                                                                    =======         =======        ========        ========
</TABLE>

See accompanying notes.

                                                                               4





<PAGE>



                                G+G Retail, Inc.

                 Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                               NINE MONTHS      NINE MONTHS
                                                              ENDED OCTOBER    ENDED OCTOBER
                                                                 28, 2000         30, 1999
                                                                 --------         --------
<S>                                                             <C>             <C>
OPERATING ACTIVITIES
Net loss                                                        $  (8,224)      $  (1,518)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
  Depreciation and amortization                                     9,604           8,725
  Amortization of debt issue costs                                  1,324           1,349
  Deferred taxes                                                   (2,748)         (1,125)
  Extraordinary loss, net of income tax                              --               450
  Changes in assets and liabilities:
   Accounts receivable, prepaid expenses and other assets            (341)           (334)
   Income taxes receivable                                           (280)           --
   Merchandise inventories                                        (11,746)        (11,013)
   Accounts payable, accrued expenses and accrued interest         15,658          12,716
   Income taxes payable                                            (3,250)           (650)
                                                                ---------       ---------
Net cash (used in) provided by operating activities                    (3)          8,600

INVESTING ACTIVITIES
Capital expenditures, net                                         (22,560)        (15,318)
                                                                ---------       ---------
Net cash used in investing activities                             (22,560)        (15,318)

FINANCING ACTIVITIES
Proceeds from issuance of senior notes                               --           107,000
Proceeds from short-term borrowings                                11,300            --
Proceeds from capital lease                                         3,678           1,053
Payment of senior bridge note                                        --           (90,000)
Original issue discount on senior note                               --            (7,340)
Payment of debt issuance costs                                       --            (5,748)
Payment of short-term borrowings                                  (10,100)           --
Payment of capital lease                                             (518)             (6)
                                                                ---------       ---------
Net cash provided by financing activities                           4,360           4,959
                                                                ---------       ---------

Net decrease in cash and short-term investments                   (18,203)         (1,759)
Cash and short-term investments, beginning of period               19,093          13,129
                                                                ---------       ---------
Cash and short-term investments, end of period                  $     890       $  11,370
                                                                =========       =========

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for:
Interest                                                        $   6,205       $   3,924
                                                                =========       =========
Income taxes net of cash refunds of $1,171                      $     227       $     956
                                                                =========       =========
</TABLE>

See accompanying notes

                                                                               5




<PAGE>



                                G+G Retail, Inc.

         Notes to Unaudited Condensed Consolidated Financial Statements

Note 1     The accompanying financial statements have been prepared in
           accordance with generally accepted accounting principles ("GAAP") for
           interim financial information and with the instructions to Form 10-Q
           and Article 10 of Regulation S-X. Accordingly, they do not include
           all of the information and footnotes required by GAAP for complete
           financial statements. In the opinion of the Company's management, the
           accompanying unaudited financial statements contain all adjustments
           (consisting only of normal recurring accruals) considered necessary
           to present fairly: (1) its financial position as of October 28, 2000,
           (2) the results of its operations for the three and nine months ended
           October 28, 2000 and October 30, 1999 and (3) its cash flows for the
           nine month period ended October 28, 2000 and October 30, 1999. The
           balance sheet at January 29, 2000 has been derived from financial
           statements at that date but does not include all of the information
           and footnotes required by generally accepted accounting principles
           for complete financial statements. These financial statements should
           be read in conjunction with the consolidated financial statements and
           footnotes thereto included in the Company's Form 10-K for the fiscal
           year ended January 29, 2000 filed on April 20, 2000. The interim
           operating results are not necessarily indicative of the results that
           may be expected for an entire year.

Note 2     On May 17, 1999, the Company and G+G Retail Holdings, Inc.
           ("Holdings" or the "Parent") completed a private placement of 107,000
           units consisting in the aggregate of $107.0 million face amount of
           11% Senior Notes ("Senior Notes") due May 15, 2006 with interest
           payable semi-annually and warrants to purchase 8,209 shares of
           non-voting class D Common Stock of Holdings at an exercise price of
           $.01 per share. On November 2, 1999, all of the Senior Notes were
           exchanged for an equal amount of exchange notes that are freely
           tradable.

Note 3     The Company is a party to a Loan and Security Agreement, which
           expires in October 2001, and provides for a revolving credit facility
           ("Facility"), subject to eligible inventory, not to exceed $20
           million, of which $10 million can be used for letters of credit.
           There was $1,200,000 of outstanding borrowings under the Facility at
           October 28, 2000. Outstanding letters of credit under the Facility
           totaled approximately $700,000 at October 28, 2000. Interest on
           amounts advanced under the Facility accrues at a rate equal to
           specified margins over the adjusted Eurodollar Rate or at the Prime
           Rate (9.5% at October 28, 2000).

                                                                               6






<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

We are a leading national mall-based retailer of popular price female junior
apparel. For over 30 years, we and our predecessors have built a reputation for
providing fashion apparel and accessories distinctly targeted primarily at
teenaged women. Our core customers are young women principally between the ages
of 13 to 19 years old. We sell substantially all of our merchandise under
private label names including Rave, Rave Up, In Charge, R4R, Rave City and Rave
Girl, which provide our customers with fashionable, quality apparel and
accessories at lower prices than brand name merchandise. Our emphasis on
sourcing merchandise domestically and our efficient distribution system allow
for short inventory lead times, which facilitates quick response to the latest
fashion trends. As of October 28, 2000, we had 515 operating stores principally
located in major enclosed regional shopping malls throughout the United States,
Puerto Rico, and the U.S. Virgin Islands primarily under the G+G, Rave and Rave
Girl names. Our stores average approximately 2,400 gross square feet with
approximately 25 feet of mall frontage and are designed to create a lively and
exciting shopping experience for teenaged customers.

In August 1998, we acquired the business of G&G Shops, Inc. and the stores
operated by subsidiaries of Petrie Retail, Inc. and the trademarks and other
assets used in that business. We obtained financing for the acquisition by a net
capital contribution by G+G Retail Holdings, Inc., our parent company, to us of
$49.8 million and by borrowing $90.0 million under senior bridge notes that we
subsequently repaid with the issuance of our senior notes. We accounted for the
acquisition under the purchase method of accounting.

During fiscal 2000, we started our Rave Girl chain of stores, which sells
fashion apparel and accessories targeted at girls aged 6-to-12 years old. At
October 28, 2000, there were 48 Rave Girl stores in operation throughout the
United States and Puerto Rico.

RESULTS OF OPERATIONS

COMPARISON OF THE THIRD QUARTER OF FISCAL 2001 AND THE THIRD QUARTER OF
FISCAL 2000

Net sales increased $8.6 million or 11.2% to $85.7 million in the third quarter
of fiscal 2001 as compared to $77.1 million in the third quarter of fiscal 2000.
The increase in net sales was due to the opening of new stores which contributed
$10.0 million to net sales in the third quarter of fiscal 2001, which was
partially offset by a $1.4 million or 1.9% decrease in same store sales. Average
sales per gross square foot increased 1.4% to $71 in the third quarter of fiscal
2001 from $70 in the third quarter fiscal 2000. The Company operated 515 stores
at the end of the third quarter of fiscal 2001 as compared to 455 stores at the
end of the third quarter of fiscal 2000, as a result of opening 76 new stores
and closing 16 stores.

                                                                               7






<PAGE>



Cost of sales, including occupancy costs, increased 8.5% to $53.5 million in the
third quarter of fiscal 2001 from $49.3 million in the third quarter of fiscal
2000. As a percentage of net sales, cost of sales including occupancy costs
decreased from 63.9% in the third quarter of fiscal 2000 to 62.4% in the third
quarter of fiscal 2001. This 1.5% decrease resulted from a 2.4% decrease in cost
of sales, offset by a 0.9% increase in occupancy costs. The decrease in the cost
of sales as a percentage of net sales was due to an increase in the initial
mark-on and a slight decrease in markdowns. The increase in occupancy costs as a
percentage of net sales resulted primarily from the decrease in same store
sales.

Selling, general, administrative and buying expenses increased 17.7% from $22.6
million in the third quarter of fiscal 2000 to $26.6 million in the third
quarter of fiscal 2001. As a percentage of net sales, these expenses increased
to 31.0% in the third quarter of fiscal 2001 as compared to 29.3% in the third
quarter of fiscal 2000. The $4.0 million increase resulted from additional
selling costs related to new store openings, an increase in same store selling
expenses and an increase in administrative costs.

Depreciation and amortization expense for the third quarter fiscal 2001 was $3.3
million as compared to $2.6 million for the third quarter of fiscal 2000. The
increase of $700,000 is attributable to the additional depreciation and
amortization expense related to new stores, remodels and relocations.

Interest expense in the third quarter of fiscal 2001 was $3.6 million or 4.2% of
net sales as compared to $3.4 million or 4.4% of net sales for the third quarter
of fiscal 2000.

The income tax benefit for the third quarter of fiscal 2001 was $543,000 or a
42.6% income tax benefit rate as compared to a benefit of $274,000 or a 44.0%
income tax benefit rate in the third quarter of fiscal 2000. The lower income
tax benefit rate was due to the mix of income between U.S. and foreign sources.

The net loss increased from $347,000 in the third quarter of fiscal 2000 to a
loss of $731,000 in the third quarter of fiscal 2001 due to the factors
discussed above.

COMPARISON OF THE FIRST NINE MONTHS OF FISCAL 2001 AND THE FIRST NINE MONTHS OF
FISCAL 2000

Net sales increased $9.1 million or 4.0% to $236.4 million in the first nine
months of fiscal 2001 as compared to $227.3 million in the first nine months of
fiscal 2000. The increase in net sales was due to the opening of new stores
which contributed $28.9 million to net sales in the first nine months of fiscal
2001, which was partially offset by a $19.8 million or 9.0% decrease in same
store sales. Average sales per gross square foot decreased 6.5% to $200 in the
first nine months of fiscal 2001 from $214 in the first nine months of fiscal
2000.

Cost of sales, including occupancy costs, increased 6.0% to $154.8 million in
the first nine months of fiscal 2001 from $146.1 million in the first nine
months of fiscal 2000. As a percentage of net sales, cost of sales including
occupancy costs increased 1.2% from 64.3% in the first nine months of fiscal
2000 to 65.5% in the first nine months of fiscal 2001. This 1.2% increase
resulted from a 1.5% increase in occupancy costs as a percent

                                                                               8






<PAGE>



of sales, offset by a 0.3% decrease in the cost of sales. The decrease in the
cost of sales as a percentage of net sales was due to an increase in the actual
mark-on, which was partially offset by an increase in markdowns. The occupancy
cost increase as a percent of sales resulted primarily from the decrease in same
store sales.

In the first nine months of fiscal 2001, selling, general, administrative and
buying expenses totaled $76.0 million compared to $64.8 million in the first
nine months of fiscal 2000. As a percent of sales, these expenses increased from
28.5% in the first nine months of fiscal 2000 to 32.1% in the first nine months
of fiscal 2001. The $11.2 million increase resulted from additional selling
costs related to new store openings, an increase in same store selling expenses
and an increase in administrative costs.

Depreciation and amortization expense for the first nine months of fiscal 2001
was $9.6 million as compared to $8.7 for the first nine months of fiscal 2000.
The increase is attributable to additional depreciation and amortization expense
related to new stores, remodels and relocations which was partially offset by
the older stores' assets becoming fully depreciated in fiscal 2000.

Interest expense in the first nine months of fiscal 2001 was $10.6 million or
4.5% of net sales as compared to $10.1 million or 4.4% of net sales for the
first nine months of fiscal 2000. Interest expense for the first nine months of
fiscal 2001 reflects interest on the capital lease, short-term borrowings,
senior notes and amortization of the $7.3 million original issue discount, the
$470,000 value assigned to the warrants issued by Holdings, our parent company,
and the deferred financing costs. Interest expense for the first nine months of
fiscal 2000 reflects interest on the senior bridge note and amortization of
related issuance costs through May 17, 1999 and interest and amortization costs
on the senior notes from May 17, 1999 through October 30, 1999.

The income tax benefit for the first nine months of fiscal 2001 was $6.1 million
or a 42.6% income tax benefit rate as compared to a benefit of $840,000 or a
44.0% income tax benefit rate for the first nine months of fiscal 2000. The
lower income tax benefit rate was due to the mix of income between U.S. and
foreign sources.

In the second quarter of fiscal 2000, the extraordinary loss of $450,000, net of
$354,000 of income taxes, resulted from the write-off of the unamortized finance
fees related to the senior bridge notes.

The net loss increased from $1.5 million in the first nine months of fiscal 2000
to a loss of $8.2 million in the first nine months of fiscal 2001 due to the
factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operating activities and
borrowings under our revolving credit facility. Our primary cash requirements
are for: (i) seasonal working capital, (ii) the construction of new stores,
(iii) the remodeling or upgrading of existing stores as necessary, and (iv)
upgrading and maintaining our computer system. On May 17, 1999, we and Holdings
completed a private placement of an aggregate of $107.0 million face amount of
outstanding notes issued by us and warrants issued by

                                                                               9






<PAGE>



Holdings to purchase 8,209 shares of its nonvoting Class D Common Stock at an
exercise price of $0.01 per share. The net proceeds from this private placement
were $93.9 million, after deducting the original issue discount of $7.3 million
and fees of $5.8 million. We used the net proceeds to repay the senior bridge
notes and for general corporate purposes. On November 2, 1999, our privately
placed notes were exchanged for notes that are freely tradable.

Net cash used in operating activities in the first nine months of fiscal 2001
was $3,000 as compared to net cash provided by operating activities of $8.6
million in the first nine months of fiscal 2000. The increase in net cash used
in operating activities was principally due to the increase in our loss for the
nine month period.

Capital expenditures for the first nine months of fiscal 2001 and the first nine
months of fiscal 2000 were $22.6 million and $15.3 million, respectively.
Management estimates that capital expenditures for the remaining three months of
fiscal 2001 will be approximately $1.0 million, of which, $100,000 will be used
for new point-of-sale equipment and software and $900,000 will be used to open
an additional six new stores and to upgrade existing stores and systems. The
number of existing stores which we can remodel and the number of new stores
which we can open is dependent upon cash flow from operations after providing
for working capital requirements and necessary system upgrades.

We have an agreement from a lending institution for $6.0 million of capital
lease financing for the purchase of the point of sale equipment and software.
The lease provides for monthly payments that depend on the amount of equipment
leased. The lease terms include a variable interest rate based on the purchase
date and expire five years from the date of the initial equipment financed. As
of October 28, 2000, $5.9 million of lease financing was incurred under this
arrangement. The $100,000 needed to purchase new point of sale equipment for the
balance of the fiscal year will be financed with the use of proceeds from the
capital lease.

We review the operating performance of our stores on an ongoing basis to
determine which stores, if any, to expand or close. We closed fourteen stores in
fiscal 2000, nine stores in the first nine months of fiscal 2001 and anticipate
closing approximately ten additional stores during fiscal 2001. Seven stores
were closed in the first nine months of fiscal 2000.

As of October 28, 2000, we had $890,000 in cash. We historically have maintained
negligible accounts receivable balances since our customers primarily pay for
their purchases with cash, checks and third-party credit cards which are
promptly converted to cash.

As of October 28, 2000, our indebtedness under our senior notes totaled $100.4
million, which reflects the aggregate face amount of the notes of $107.0
million, net of $6.3 million of unamortized original issue discount, and
approximately $372,000 of unamortized value assigned to the warrants issued by
Holdings. The interest on the notes is 11% per annum, payable semi-annually.

                                                                              10






<PAGE>



Our revolving credit facility provides for a line of credit in an amount of up
to $20.0 million (including a sublimit of $10.0 million for letters of credit)
and matures in October 2001 with automatic annual renewals thereafter. We may
use the revolving credit facility for general operating, working capital and
other proper corporate purposes. Amounts available under the revolving credit
facility are subject to the value of our eligible inventory and to the
satisfaction of certain conditions. The borrowing base provides for seasonal
fluctuations in inventory. Peak borrowing periods occur in July, August, October
and November. Interest on outstanding borrowings under the revolving credit
facility is payable at 1.75% over the adjusted Eurodollar Rate or at the prime
rate (9.5% at October 28, 2000). The revolving credit facility subjects us to a
minimum tangible net worth covenant (as defined) of $39.0 million. As of October
28, 2000, tangible net worth (as defined) was $48.3 million. Our obligations
under the revolving credit facility are secured by a lien on all or
substantially all of our assets. As of October 28, 2000, we had $1.2 million of
borrowings outstanding under the revolving credit facility, $700,000 of letters
of credit outstanding, and $18.0 million of availability thereunder.

We have minimum annual rental commitments of approximately $22.2 million in
fiscal 2001 under existing store leases and the leases for our corporate
headquarters and distribution center.

We believe that our cash flow from operating activities, cash on hand and
borrowings available under the revolving credit facility will be sufficient to
meet our operating requirements and currently planned capital expenditures
through the end of fiscal 2002. In addition, we believe that cash flow from
operations will be sufficient to cover the interest expense arising from the
revolving credit facility, capital lease and our long-term debt. Planned capital
expenditures are based upon anticipated cash availability. The availability of
additional cash would enable us to accelerate store openings. We are negotiating
an increase in our revolving credit facility. The sufficiency of our cash flow
is affected by numerous factors affecting our operations, including factors
beyond our control. See the statement regarding forward looking disclosures.

If a "change of control" (as defined in the indenture agreement for our senior
notes) occurs, we will be required under the indenture to offer to repurchase
all the notes. However, we may not have sufficient funds at the time of the
change of control to make the required repurchases, or restrictions in our
revolving credit facility may prohibit the repurchases. We may not be able to
raise enough money to finance the change of control offer required by the
indenture related to the notes. If there is a change in control, we could be in
default under the indenture. In addition, upon a change of control (as defined
in the Holdings Certificate of Incorporation), Holdings may be required to
redeem its Series A preferred stock. Holdings may not have sufficient funds to
redeem the preferred stock unless we pay a dividend of such amount to them.

SEASONALITY AND QUARTERLY OPERATING RESULTS

Our fourth fiscal quarter historically accounts for the largest percentage of
our annual net sales. Our first fiscal quarter historically accounts for the
smallest percentage of annual net sales. In fiscal 2000, our first quarter and
fourth quarter accounted for approximately 22.8% and 28.6% of annual net sales,
respectively.

                                                                              11






<PAGE>



Our quarterly results of operations may also fluctuate significantly as a result
of a variety of factors, including the timing of store openings, the amount of
revenue contributed by new stores, changes in the mix of products sold, the
timing and level of markdowns, the timing of store closings and expansions,
competitive factors and general economic conditions.

INFLATION

We do not believe that inflation has had a material effect on the results of
operations during the past three fiscal years. However, our business may be
affected by inflation in the future.

STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

Certain sections of this Report, including the preceding "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
contain various forward looking statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934, which represent our expectations or beliefs concerning future events. We
caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the forward
looking statements, including, without limitation, our ability to expand and to
increase comparable store sales, the sufficiency of our working capital and cash
flows from operating activities, a decline in the demand for our merchandise,
our ability to locate and obtain acceptable store sites and lease terms or renew
existing leases, our ability to gauge the fashion tastes of our customers and
provide merchandise that satisfies customer demand, our management's ability to
manage expansion, the effect of economic conditions, the effect of severe
weather or natural disasters and the effect of competitive pressures from other
retailers. For a discussion of these and other factors that could cause results
to differ from the expectations and projections expressed in this report, see
the Forward Looking Statements and Factors Affecting Future Performance section
of the Company's Annual Report on Form 10-K for the fiscal year ended January
29, 2000, filed with the Securities and Exchange Commission on April 20, 2000.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable

                                                                              12




<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:

<TABLE>
 <S>       <C>
  (a)      Exhibits

  3.01     Certificate of Incorporation of G+G Retail, Inc., incorporated by
           reference to the registrant's Registration Statement of Form S-4,
           declared effective by the SEC on October 4, 1999 (File No. 333-81307)
           (the "S-4").

  3.02     Amended and Restated By-Laws of G+G Retail, Inc., incorporated by
           reference to the S-4.

  4.01     Indenture, dated as of May 17, 1999, by and between G+G Retail, Inc.,
           as issuer, and U.S. Bank Trust National Association, as trustee,
           incorporated by reference to the S-4.

  4.02     Form of 11% Senior Note due 2006 of G+G Retail, Inc., incorporated by
           reference to the S-4.

  4.03     A/B Exchange Registration Rights Agreement, dated as of May 17, 1999,
           by and between G+G Retail, Inc. and U.S. Bancorp Libra, incorporated
           by reference to the S-4.

  27.01    Financial data schedule.

  (b)      Reports on Form 8-K

  None

                                                                              13








<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                   G+G RETAIL, INC.


Date December 8, 2000                           By / s / Michael Kaplan
     ----------------                       -------------------------------
                                         Michael Kaplan, Chief Financial Officer
                                        (signing on behalf of the registrant and
                                             as principal financial officer)

                                                                              14






<PAGE>



                                  EXHIBIT INDEX


</TABLE>
<TABLE>
<CAPTION>

     EXHIBIT  DESCRIPTION
     -------  -----------
       <S>    <C>
       3.01   Certificate of Incorporation of G+G Retail, Inc., incorporated by
              reference to the registrant's Registration Statement of Form S-4,
              declared effective by the SEC on October 4, 1999 (File No.
              333-81307) (the "S-4").

       3.02   Amended and Restated By-Laws of G+G Retail, Inc., incorporated by
              reference to the S-4.

       4.01   Indenture, dated as of May 17, 1999, by and between G+G Retail,
              Inc., as issuer, and U.S. Bank Trust National Association, as
              trustee, incorporated by reference to the S-4.

       4.02   Form of 11% Senior Note due 2006 of G+G Retail, Inc., incorporated
              by reference to the S-4.

       4.03   A/B Exchange Registration Rights Agreement, dated as of May 17,
              1999, by and between G+G Retail, Inc. and U.S. Bancorp Libra,
              incorporated by reference to the S-4.

       27.01  Financial data schedule.


</TABLE>