<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       July 29, 2000
                                               --------------------------------

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

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

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


                   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.

<TABLE>
<CAPTION>

      Class B                                  Outstanding at September 8, 2000
------------------------                    --------------------------------------
<S>                                         <C>
 Common $.01 par value                                      10 shares

</TABLE>







<PAGE>





                                    CONTENTS


<TABLE>
<CAPTION>

                                                                                                                 PAGE NO.
                                                                                                               ----------

<S>                                                                                                              <C>
PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)

           Condensed Consolidated Balance Sheets - July 29, 2000 and January 29, 2000                               3

           Condensed Consolidated Statements of Operations - Three and Six Months Ended July 29, 2000 and July
              31, 1999                                                                                              4

           Condensed Consolidated Statements of Cash Flows - Six Months Ended July 29, 2000 and July 31, 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>

                                                                     JULY                  JANUARY
                                                                   29, 2000               29, 2000
                                                            -----------------------------------------------

<S>                                                                 <C>                   <C>
ASSETS
Current assets:
   Cash and short-term investments                                    $    882               $ 19,093
   Accounts receivable                                                     922                    723
   Income taxes receivable                                               2,161                     --
   Merchandise inventories                                              25,444                 12,868
   Prepaid expenses                                                        551                    712
   Deferred tax assets                                                   1,693                    504
                                                            -----------------------------------------------
Total current assets                                                    31,653                 33,900

Property and equipment, net                                             47,107                 34,938
Intangible assets, net                                                 114,397                116,816
Deferred tax assets                                                      1,063                    863
Other assets                                                               300                    225
                                                            -----------------------------------------------
Total assets                                                          $194,520               $186,742
                                                            ===============================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                   $ 21,686               $  9,721
   Accrued expenses                                                     12,294                 12,915
   Accrued interest                                                      2,565                  2,517
   Income taxes payable                                                      -                  3,250
   Short-term borrowings                                                 4,000                      -
   Current portion of capital lease                                      1,012                    385
                                                            -----------------------------------------------
Total current liabilities                                               41,557                 28,788

Capital lease                                                            3,842                  1,747
Long-term debt                                                         100,140                 99,733
                                                            -----------------------------------------------
Total liabilities                                                      145,539                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)                                        (1,317)                 6,176
                                                            -----------------------------------------------
Total stockholder's equity                                              48,981                 56,474
                                                            -----------------------------------------------
Total liabilities and stockholder's equity                            $194,520               $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       SIX MONTHS       SIX MONTHS
                                                            ENDED JULY         ENDED JULY        ENDED JULY       ENDED JULY
                                                             29, 2000           31, 1999          29, 2000         31, 1999
                                                        ----------------------------------------------------------------------

<S>                                                             <C>              <C>              <C>           <C>
Net sales                                                      $76,613          $77,533          $150,716         $150,266
Cost of sales (including occupancy costs)                       53,760           50,376           101,254           96,750
Selling, general, administrative and buying expenses            25,065           21,470            49,450           42,198
Depreciation and amortization expense                            3,282            2,999             6,287            6,172
                                                        ----------------------------------------------------------------------
Operating (loss) income                                         (5,494)           2,688            (6,275)           5,146

Interest expense                                                 3,541            3,390             6,992            6,667
Interest income                                                     25              125               213              234
                                                        ----------------------------------------------------------------------
Loss before extraordinary loss and benefit from income
 taxes                                                          (9,010)            (577)          (13,054)          (1,287)

Benefit from income taxes                                       (3,838)            (254)           (5,561)            (566)
                                                        ----------------------------------------------------------------------
Loss before extraordinary loss                                  (5,172)            (323)           (7,493)            (721)

Extraordinary loss, net of $354,000 of income taxes                 --             (450)               --             (450)
                                                        ----------------------------------------------------------------------
Net loss                                                       $(5,172)         $  (773)         $ (7,493)        $ (1,171)
                                                        ======================================================================

</TABLE>



See accompanying notes


                                                                               4





<PAGE>

                                G+G Retail, Inc.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                 (In thousands)


<TABLE>
<CAPTION>

                                                                  SIX MONTHS         SIX MONTHS
                                                                  ENDED JULY         ENDED JULY
                                                                   29, 2000           31, 1999
                                                               ------------------------------------

<S>                                                               <C>               <C>
OPERATING ACTIVITIES
Net loss                                                           $ (7,493)         $ (1,171)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
  Depreciation and amortization                                       6,287             6,172
  Amortization of debt issue costs                                      877               931
  Deferred taxes                                                     (1,389)             (750)
  Extraordinary loss, net of income tax                                 --                450
  Changes in assets and liabilities:
   Accounts receivable, prepaid expenses and other assets              (112)              (68)
   Income taxes receivable                                           (2,161)               --
   Merchandise inventories                                          (12,576)          (12,563)
   Accounts payable, accrued expenses and accrued interest           11,392            10,258
   Income taxes payable                                              (3,250)              (64)
                                                               ------------------------------------
Net cash (used in) provided by operating activities                  (8,425)            3,195

INVESTING ACTIVITIES
Capital expenditures, net                                           (16,507)           (9,324)
                                                               ------------------------------------
Net cash used in investing activities                               (16,507)           (9,324)

FINANCING ACTIVITIES
Proceeds from issuance of senior notes                                  --            107,000
Proceeds from short-term borrowings                                   7,000               --
Proceeds from capital lease                                           2,997               112
Payment of senior bridge note                                           --            (90,000)
Original issue discount on senior note                                  --             (7,340)
Payment of debt issuance costs                                          --             (5,496)
Payment of short-term borrowings                                     (3,000)              --
Payment of capital lease                                               (276)               (1)
                                                               ------------------------------------
Net cash provided by financing activities                             6,721             4,275
                                                               ------------------------------------


Net decrease in cash and short-term investments                     (18,211)           (1,854)
Cash and short-term investments, beginning of period                 19,093            13,129
                                                               ------------------------------------
Cash and short-term investments, end of period                     $    882          $ 11,275
                                                               ====================================

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for:
Interest                                                           $  6,067          $  3,886
                                                               ====================================
Income taxes                                                       $  1,292          $    269
                                                               ====================================

</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 July 29, 2000, (2) the results of its operations for the three
            and six months ended July 29, 2000 and July 31, 1999 and (3) its
            cash flows for the six month period ended July 29, 2000 and July 31,
            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 $4,000,000 of outstanding borrowings under the Facility at
            July 29, 2000. Outstanding letters of credit under the Facility
            totaled approximately $1,000,000 at July 29, 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 July 29, 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 July 29, 2000, we had 492 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 and Rave 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
July 29, 2000, there were 29 Rave Girl stores in operation throughout the United
States and Puerto Rico.

RESULTS OF OPERATIONS

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

Net sales decreased $900,000 or 1.2% to $76.6 million in the second quarter of
fiscal 2001 as compared to $77.5 million in the second quarter of fiscal 2000.
The decrease in net sales was due to an $11.1 million, or 14.8%, decrease in
same store sales compared to the second quarter of fiscal 2000, partially offset
by the opening of new stores which contributed $10.2 million to net sales in the
second quarter of fiscal 2001. Average sales per gross square foot decreased
11.0% to $65 in the second quarter of fiscal 2001 from $73 in the second quarter
fiscal 2000. The Company operated 492 stores at the end of the second quarter of
fiscal 2001 as compared to 443 stores at the end of the second quarter of fiscal
2000, as a result of opening 71 new stores and closing 22 stores.

Cost of sales, including occupancy costs, increased 6.7% to $53.8 million in the
second quarter of fiscal 2001 from $50.4 million in the second quarter of fiscal
2000. As a






                                                                               7






<PAGE>

percentage of net sales, cost of sales including occupancy costs increased from
65.0% in the second quarter of fiscal 2000 to 70.2% in the second quarter of
fiscal 2001. This 5.2% increase resulted from a 2.8% increase in cost of sales
and a 2.4% increase in occupancy costs. The increase in the cost of sales as a
percentage of net sales was due to an increase in markdowns, partially offset by
an increase in the initial mark-on. 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 16.7% from $21.5
million in the second quarter of fiscal 2000 to $25.1 million in the second
quarter of fiscal 2001. As a percentage of net sales, these expenses increased
to 32.8% in the second quarter of fiscal 2001 as compared to 27.7% in the second
quarter of fiscal 2000. The $3.6 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 second quarter fiscal 2001 was
$3.3 million as compared to $3.0 million for the second quarter of fiscal 2000.
The increase of $300,000 is attributable to the additional depreciation and
amortization expense related to new stores, remodels and relocations.

Interest expense in the second quarter of fiscal 2001 was $3.5 million or 4.6%
of net sales as compared to $3.4 million of 4.4% of net sales for the second
quarter of fiscal 2000.

The income tax benefit for the second quarter of fiscal 2001 was $3.8 million or
a 42.6% income tax benefit rate as compared to a benefit of $254,000 or a 44.0%
income tax benefit rate in the second quarter 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 $773,000 in the second quarter of fiscal 2000 to a
loss of $5.2 million in the second quarter of fiscal 2001 due to the factors
discussed above.

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

Net sales increased $400,000 or 0.3% to $150.7 million in the first six months
of fiscal 2001 as compared to $150.3 million in the first six months of fiscal
2000. The increase in net sales was due to the opening of new stores which
contributed $18.8 million to net sales in the first six months of fiscal 2001,
which was partially offset by a $18.4 million or 12.7% decrease in same store
sales. Average sales per gross square foot decreased 9.8% to $129 in the first
six months of fiscal 2001 from $143 in the first six months of fiscal 2000.

Cost of sales, including occupancy costs, increased 4.6% to $101.3 million in
the first six months of fiscal 2001 from $96.8 million in the first six months
of fiscal 2000. As a






                                                                               8






<PAGE>

percentage of net sales, cost of sales including occupancy costs increased 2.8%
from 64.4% in the first six months of fiscal 2000 to 67.2% in the first six
months of fiscal 2001. This 2.8% increase resulted from a 0.9% increase in the
cost of merchandise and a 1.9% increase in occupancy costs as a percent of
sales. The increase in the cost of merchandise as a percentage of net sales was
due to an increase in markdowns, partially offset by an increase in the initial
mark-on. The occupancy cost increase as a percent of sales resulted primarily
from the decrease in same store sales.

In the first six months of fiscal 2001, selling, general, administrative and
buying expenses totaled $49.5 million compared to $42.2 million in the first six
months of fiscal 2000. As a percent of sales, these expenses increased from
28.1% in the first six months of fiscal 2000 to 32.8% in the first six months of
fiscal 2001. The $7.3 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 six months fiscal 2001 was
$6.3 million as compared to $6.2 million for the first six 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 six months of fiscal 2001 was $7.0 million or 4.6%
of net sales as compared to $6.7 million or 4.5% of net sales for the first six
months of fiscal 2000. Interest expense for the first six months of fiscal 2001
reflects interest on the capital lease, notes payable, 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 six 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 July 31, 1999.

The income tax benefit for the first six months of fiscal 2001 was $5.6 million
or a 42.6% income tax benefit rate as compared to a benefit of $566,000 or a
44.0% income tax benefit rate for the first six months 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 $1.2 million in the first six months of fiscal 2000
to a loss of $7.5 million in the first six 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 Holdings to purchase 8,209
shares of its nonvoting Class D Common Stock at an exercise







                                                                               9





<PAGE>

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 six months of fiscal 2001 was
$8.4 million as compared to net cash provided by operating activities of $3.2
million in the first six months of fiscal 2000. The increase in net cash used in
operating activities was principally due to the increase in our loss for the six
month period.

Capital expenditures for the first six months of fiscal 2001 and the first six
months of fiscal 2000 were $16.5 million and $9.3 million, respectively.
Management estimates that capital expenditures for the remaining six months of
fiscal 2001 will be $5.0 million, of which, $800,000 will be used for new
point-of-sale equipment and software and $4.2 million will be used to open an
additional 25 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.
During the second quarter, we increased the amount available under the capital
lease from $5.0 million to $6.0 million. As of July 29, 2000, $5.2 million of
lease financing was incurred under this arrangement. The $800,000 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 six months of fiscal 2001 and anticipate
closing approximately ten additional stores during fiscal 2001. One store was
closed in the first six months of fiscal 2000.

As of July 29, 2000, we had $882,000 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 July 29, 2000, our indebtedness under our senior notes totaled $100.1
million, which reflects the aggregate face amount of the notes of $107.0
million, net of $6.5 million of unamortized original issue discount, and
approximately $389,000 of unamortized value assigned to the warrants issued by
Holdings. The interest on the notes is 11% per annum, payable semi-annually.

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







                                                                              10





<PAGE>

2001. 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 July 29, 2000). The revolving credit facility
subjects us to a minimum tangible net worth covenant (as defined) of $39.0
million and contains other customary restrictive covenants. As of July 29, 2000,
minimum tangible net worth (as defined) was $49.0 million. Our obligations under
the revolving credit facility are secured by a lien on all or substantially all
of our assets. As of July 29, 2000, we had $4.0 million of borrowings
outstanding under the revolving credit facility, $1.0 million of letters of
credit outstanding, and $15.0 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 2001. 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. However, 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.

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






                                                                              11







<PAGE>

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:

    (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.

    10.01    Amendment No. 2 to Employment Agreement, dated as of August 8, 2000
             by and between Jay Galin and G+G Retail, Inc.

    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 September 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>
<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.

    10.01     Amendment No. 2 to Employment Agreement, dated as of August 8,
              2000 by and between Jay Galin and G+G Retail, Inc.

    27.01     Financial data schedule.


</TABLE>