  We explore the phenomenological quark-lepton mass matrices, which are devised
following the S$_3$ flavour symmetry principle, yet fully consistent with SU(5)
gauge models with the Higgs particles of {\bf 5}, {\bf 45} and their
conjugates. The model contains 10 free parameters altogether. When 6 parameters
are fixed by charge 2/3 quark and charged lepton masses, charge($-$1/3) quark
masses and all quark mixing matrix elements are predicted to be close to
experiment, leaving some narrow ranges still as freedom. Further specification
of 3 more parameters (using, $m_d$, Cabibbo angle and $|V_{cb}|$) suffices to
fix the quark mixing matrix nearly completely, and all elements come out to be
in accurate agreement with experiment. We obtain the CP violation phase as a
prediction.
