8-K

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                       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):
                                 April 16, 2001

                                 GOOD GUYS, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

          Delaware                      0-14134                 94-2366177
 (State or other jurisdiction       (Commission File          (IRS Employer
      of incorporation)                 Number)             Identification No.)



               1600 Harbor Bay Parkway, Alameda, California 94502
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code): 510/521-7100







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Item 5.  Other Events.

         Effective April 16, 2001, the Registrant changed its name to "Good
Guys, Inc." The name change was effected through a parent-subsidiary merger of
the Registrant's wholly-owned subsidiary, GGuys, Inc., into the Registrant, as
approved by the board of directors and pursuant to Section 253 of the Delaware
General Corporation Law ("DGCL").



Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

            4.1 Certificate of Ownership and Merger merging The Good Guys, Inc.
and GGuys, Inc., as filed with the Delaware Secretary of State on April 16, 2001

                                    SIGNATURE

         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 GOOD GUYS, INC

   Date:  April 16, 2001                  /s/ Robert Stoffregen
                                          ----------------------------
                                          Robert Stoffregen
                                          Chief Financial Officer








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EX-4.1

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                                                                     EXHIBIT 4.1

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                               THE GOOD GUYS, INC.
                                       AND
                                   GGUYS, INC.

                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)


          The Good Guys, Inc., a Delaware corporation (the "Corporation"), does
hereby certify:

          FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

          SECOND: That the Corporation owns all of the outstanding shares of
capital stock of GGuys, Inc., a Delaware corporation.

          THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 28th day of February, 2001, determined to
merge with the GGuys, Inc. on the conditions set forth in such resolutions:

               RESOLVED, that the GGuys, Inc. be merged with
          and into Corporation, and that Corporation shall
          assume all of the liabilities and obligations of
          GGuys, Inc.;

               RESOLVED FURTHER, that the Chief Executive
          Officer of the Corporation be and hereby is directed
          to execute a certificate of ownership and merger
          setting forth a copy of the resolution to merge
          GGuys, Inc. with and into the Corporation and to
          assume the liabilities and obligations of GGuys, Inc.
          and the date of adoption thereof and to file the
          same in the office of the Secretary of State of
          Delaware and in any and all other appropriate
          jurisdictions as prescribed by the laws of the
          State of Delaware.

          FOURTH: That the Corporation shall be the surviving corporation and
upon the effectiveness of the merger of GGuys, Inc. with and into the
Corporation, the name of the Corporation shall be changed to and shall be Good
Guys, Inc.

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its Chief Executive Officer this 28th day of February, 2001.

                                          THE GOOD GUYS, INC.



                                      By: /s/ Ronald A. Unkefer
                                          --------------------------------
                                          Ronald A. Unkefer,
                                          Chief Executive Officer