8-K

================================================================================

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 4, 2004

                            The Gymboree Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     000-21250                 942615258
- ----------------------------        ----------------         -------------------
(State or other jurisdiction        (Commission File           (IRS Employer
     of incorporation)                   Number)             Identification No.)

700 Airport Boulevard, Suite 200, Burlingame, CA                 94010-1912
- ------------------------------------------------                 ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (650) 579-0600

- --------------------------------------------------------------------------------
          (Former name or former address if changed since last report)

================================================================================

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




Item 2.02. Results of Operations and Financial Condition

      On November 4, 2004, The Gymboree Corporation issued a press release
announcing its sales results for the four-week period ended October 30, 2004,
and for the third fiscal quarter of 2004. A copy of the press release is
attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     (c)   Exhibits

     99.1  Press release of The Gymboree Corporation issued November 4, 2004.


      * The information furnished under Item 2.02 of this Current Report of Form
8-K, including the exhibit attached hereto under Item 9.01 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as expressly set forth by specific reference in such filing.

                                   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 hereunto duly authorized.

                                             THE GYMBOREE CORPORATION

                        Date: 11/04/04       By:  /s/ Myles B. McCormick
                                                  ----------------------------
                                                  Myles B. McCormick
                                                  Chief Financial Officer


                                       2


                                  EXHIBIT INDEX

Exhibit No.    Description

   99.1        Press release of The Gymboree Corporation issued November 4, 2004


                                       3

EX-99.1

                                                                    Exhibit 99.1


  The Gymboree Corporation Reports October and Third Quarter Sales Results;
                          Updates Earnings Guidance

    BURLINGAME, Calif., Nov. 4 /PRNewswire-FirstCall/ -- The Gymboree
Corporation (Nasdaq: GYMB) reported net sales from retail operations for the
four-week period ended October 30, 2004, of $54.6 million, an increase of 12%
compared to net sales from retail operations of $48.7 million for the same
four-week period last year. Comparable store sales for the four-week period
increased 3% compared to a 12% decrease in comparable store sales for the same
period last year.
    For the third fiscal quarter ended October 30, 2004, net sales from retail
operations totaled $162.3 million, a 10% increase over the $148.1 million in
net sales from retail operations reported for the quarter ended
November 1, 2003. Comparable store sales for the quarter increased 2% over the
same period last year.
    Net sales from retail operations for the 39 weeks ended October 30, 2004
were $433.4 million, an increase of 10% compared to net sales from retail
operations of $394.6 million for the same period last year. Comparable store
sales for the 39-week period increased 4% over the same period last year.
    Results from United Kingdom and Ireland retail operations are not included
in October and year-to-date comparable store sales calculations based on the
Company's decision to close these operations. The wind down of the United
Kingdom and Ireland retail operations was substantially completed by the end
of the third fiscal quarter of 2004.
    "We had better sales than expected for the quarter but we continued to
experience a very promotional retail environment, which increased pressure on
our gross margins," said Lisa Harper, The Gymboree Corporation's chairman and
chief executive officer. "We expect these conditions to continue and as a
result have lowered our earnings estimates for the remainder of the year."
    The Company now expects its earnings from continuing operations for the
third quarter to be in the range of $0.16 to $0.18 per diluted share. In
addition, the Company now expects earnings from continuing operations for the
fourth quarter and for the full fiscal year 2004 to be in the range of $0.25
to $0.30 and $0.58 to $0.65 per diluted share, respectively.

    Management Presentations
    For more information about October and third quarter sales, please listen
to The Gymboree Corporation's monthly sales recording by calling its Investor
Relations Hotline at 650-696-2933. The recording will be available Thursday,
November 4 at 7:55 a.m. Eastern Time through Thursday, November 11 at
11:59 p.m. Pacific Time.

    About The Gymboree Corporation
    The Gymboree Corporation's specialty retail brands offer unique,
high-quality products delivered with personalized customer service. As of
October 30, 2004, the Company operated a total of 660 stores:  597 Gymboree(R)
retail stores (552 in the United States, 28 in Canada, and 17 in Europe),
51 Janie and Jack(R) retail shops and 12 Janeville(TM) stores in the United
States. The Company also operates online stores at gymboree.com and
janieandjack.com, and offers directed parent-child developmental play programs
at 506 franchised and company-operated centers in the United States and
26 other countries.

    Forward-Looking Statements
    The foregoing sales figures for October and the third fiscal quarter are
un-audited and subject to quarter-end and year-end adjustment, and could
differ materially from those indicated. The foregoing paragraphs contain
forward-looking statements relating to The Gymboree Corporation's anticipated
sales growth and future financial performance. These are forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. Actual results could differ
materially as a result of a number of factors, including customer reactions to
new merchandise, service levels and new concepts, success in meeting our
delivery targets, the level of our promotional activity, the wind down of our
UK and Ireland operations, our gross margin achievement, our ability to
appropriately manage inventory, general economic conditions, and competitive
market conditions. Other factors that may cause actual results to differ
materially include those set forth in the reports that we file from time to
time with the Securities and Exchange Commission, including our annual report
on Form 10-K for the year ended January 31, 2004. These forward-looking
statements reflect The Gymboree Corporation's expectations as of
November 4, 2004.  The Gymboree Corporation undertakes no obligation to update
the information provided herein.
    NOTE:  Gymboree and Janie and Jack are registered trademarks of The
Gymboree Corporation. Janeville is a trademark of The Gymboree Corporation.

SOURCE  The Gymboree Corporation
    -0-                             11/04/2004
    /CONTACT:  investors, Charles Bracher, +1-415-278-7137, or
investor_relations@gymboree.com, or press, Jennifer Bonzagni Marshall,
+1-650-373-7637, or media_relations@gymboree.com, both of Gymboree
Corporation/
    /Web site:  http://www.gymboree.com/
    (GYMB)

CO:  Gymboree Corporation
ST:  California
IN:  REA
SU:  SLS ERP