UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                        Commission File Number 333-81307

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

                               -----------------

                                520 Eighth Avenue
                            New York, New York 10018
                                 (212) 279-4961

          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                               -----------------

                            11% Senior Notes due 2006

            (Title of each class of securities covered by this Form)

                                      None
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                                        
           Rule 12g-4(a)(1)(i)       [ ]           Rule 12h-3(b)(1)(i)        [ ]
           Rule 12g-4(a)(1)(ii)      [ ]           Rule 12h-3(b)(1)(ii)       [ ]
           Rule 12g-4(a)(2)(i)       [ ]           Rule 12h-3(b)(2)(i)        [ ]
           Rule 12g-4(a)(2)(ii)      [ ]           Rule 12h-3(b)(2)(ii)       [ ]
                                                   Rule 15d-6                 [X]


        

         Approximate number of holders of record as of the certification or
notice date:

                      11% Senior Notes due 2006: 0 holders








         Pursuant to the requirements of the Securities Exchange Act of 1934 G+G
Retail, Inc. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.


DATE: March 15, 2004                           G+G RETAIL, INC.
                                               (Registrant)


                                               By: /s/ Scott D. Galin
                                                   --------------------------
                                                   Name:  Scott D. Galin
                                                   Title: President