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

May 21, 2008

Date of Report (Date of earliest event reported)

 THE GYMBOREE CORPORATION

 (Exact Name of Registrant as Specified in Charter)

Delaware	000-21250	94-2615258
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Howard Street, San Francisco, CA	94105
(Address of principal executive offices)	(Zip Code)

(415) 278-7000

(Registrant’s telephone number, including area code)

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 communication 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 May 21, 2008, The Gymboree Corporation issued an earnings release announcing its financial results for the first fiscal quarter ended May 3, 2008. A copy of the press release is attached hereto as Exhibit 99.1. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.

Item 9.0 Financial Statements and Exhibits.

  (d) Exhibits.

Exhibit No. Description

99.1 Earnings release of The Gymboree Corporation issued May 21, 2008.

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: May 21, 2008	By:	/s/ BLAIR W. LAMBERT
		Name: Blair W. Lambert Title:   Chief Operating Officer and             Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Earnings release of The Gymboree Corporation issued May 21, 2008.

EX-99.1

EXHIBIT 99.1

Investor Relations contact:

Jeffrey P. Harris

Tel: 415-278-7933

investor_relations@gymboree.com

Media Relations contact:

Jamie Falkowski

Tel: 415-278-7942

media_relations@gymboree.com

The Gymboree Corporation Reports First Quarter 2008 Results

San Francisco, Calif., May 21, 2008 - The Gymboree Corporation (NASDAQ: GYMB) today reported earnings of $25.0 million or $0.86 per diluted share for the first fiscal quarter ended May 3, 2008. This compares to earnings of $20.9 million or $0.67 per diluted share for the same period of the prior year.

“I am very pleased with our financial performance in the first quarter,” said Matthew McCauley, Chairman and Chief Executive Officer. “Despite the challenging retail environment, we were able to deliver close to a 30% increase in earnings per share. Looking forward, we are not anticipating the macro-environment to change significantly and we are continuing to focus on our strategies of acquiring new customers, expanding our store base and controlling expenses to grow earnings.”

Net sales from retail operations for the fiscal quarter ended May 3, 2008, totaled $238.9 million, a 16% increase over the $206.7 million in net sales from retail operations for the first fiscal quarter of the prior year. As previously reported, comparable store sales from retail operations for the first fiscal quarter increased 4% over the same period last year. Total net sales for the first fiscalquarter were $242.1 million, an increase of 16% compared to total net sales of $209.3 million for the first fiscal quarter last year.

Business Outlook

For the second fiscal quarter of 2008, the Company expects a low single digit comparable store sales increase over the same period of the prior year. The Company continues to expect earnings for the second fiscal quarter in the range of $0.18 to $0.20 per diluted share. For the full fiscal year 2008, the Company expects net income to be in the range of $3.10 to $3.15 per diluted share.

Management Presentation

The live broadcast of the discussion of first quarter 2008 earnings results will be available to interested parties at 1:30 p.m. PT (4:30 p.m. ET) on Wednesday, May 21, 2008. To listen to the live broadcast over the Internet, please log on to www.gymboree.com, click on “Our Company” at the bottom of the page, go to “Investor and Media Relations” and then “Conference Calls, Webcasts & Presentations.” A replay of the call will be available two hours after the broadcast through midnight ET, Wednesday, May 28, 2008, at 800-642-1687, passcode 32812217, as well as archived on our Web site at the same location as the live Web cast.

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of May 3, 2008, the Company operated a total of 811 retail stores: 604 Gymboree® stores (574 in the United States and 30 in Canada), 96 Gymboree Outlet stores, 95 Janie and Jack® shops and 16 Crazy 8™ stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 588 franchised and Company-operated centers in the United States and 29 other countries.

Forward-Looking Statements

The foregoing financial information for the first fiscal quarter ended May 3, 2008, is un-audited and subject to quarter-end and year-end adjustment, and could differ materially from the financial information indicated. The foregoing paragraphs contain forward-looking statements relating to 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, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargos from countries used to source product, 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 February 2, 2008. These forward-looking statements reflect The Gymboree Corporation’s expectations as of May 21, 2008. The Gymboree Corporation undertakes no obligation to update the information provided herein.

Gymboree and Janie and Jack are registered trademarks of The Gymboree Corporation. Crazy 8 is a trademark of The Gymboree Corporation.

###

EXHIBIT A

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share and operating data)

(Unaudited)

	13 Weeks Ended			13 Weeks Ended
	May 3,			May 5,
	2008			2007
Net sales:
Retail	$	238,917		$	206,721
Play & Music		3,187			2,579
Total net sales		242,104			209,300
Cost of goods sold, including
buying and occupancy expenses		(118,686	)		(105,500	)
Gross profit		123,418			103,800
Selling, general and administrative expenses		(81,825	)		(70,193	)
Operating income		41,593			33,607
Other income		280			1,118
Income before income taxes		41,873			34,725
Income tax expense		(16,836	)		(13,870	)
Net income	$	25,037		$	20,855
Net income per share:
Basic	$	0.91		$	0.70
Diluted	$	0.86		$	0.67
Weighted average shares outstanding:
Basic		27,543			29,996
Diluted		28,953			31,263
Operating Data:
Stores Open at the Beginning of the Period		786			698
New Stores		25			25
Closed Stores		-			(3	)
Stores Open at the End of the Period		811			720
Gross Store Square Footage		1,570,000			1,364,000
Merchandise Inventories per Square Foot	$	61		$	62
Supplemental Financial Information
Depreciation and amortization	$	8,405		$	7,194
Interest income, net	$	237		$	1,094
Stock-based compensation	$	4,510		$	2,678

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	May 3,		February 2,		May 5,
	2008		2008		2007
Current Assets
Cash and cash equivalents	$	58,052	$	33,313	$	27,797
Marketable securities		-		-		66,475
Accounts receivable		22,840		12,640		21,997
Merchandise inventories		95,557		119,523		84,975
Prepaid expenses and deferred taxes		24,321		23,748		19,569
Total current assets		200,770		189,224		220,813
Property and Equipment, net		191,669		185,357		165,465
Lease Rights, Deferred Taxes and Other Assets		22,189		22,603		14,733
Total Assets	$	414,628	$	397,184	$	401,011
Current Liabilities
Accounts payable	$	30,286	$	52,915	$	29,360
Accrued liabilities		66,587		70,282		79,908
Income tax payable		8,273		7,989		7,803
Total current liabilities		105,146		131,186		117,071
Long Term Liabilities
Deferred rent and other liabilities		66,615		57,703		60,120
Stockholders' Equity		242,867		208,295		223,820
Total Liabilities and Stockholders' Equity	$	414,628	$	397,184	$	401,011