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 30, 2004

Gadzooks, Inc.

(Exact name of registrant as specified in charter)

Texas
(State or other jurisdiction
of incorporation) 0-26732
(Commission
File Number) 74-2261048
(IRS Employer
Identification No.)

4121 International Parkway
Carrollton, Texas 75007
(Address and zip code of principal executive offices)

(972) 307-5555
(Registrant’s telephone number, including area code)

Not Applicable
(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:

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

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

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

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

TABLE OF CONTENTS

	Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
SIGNATURE

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

     As of November 30, 2004, Gadzooks, Inc. was not in compliance with the sales receipt financial performance covenant with respect to cash receipts, as well as its covenant to timely provide financial information, each as set forth in its Debtor-in-Possession Loan and Security Agreement dated February 3, 2004 by and between Gadzooks and Wells Fargo Retail Finance, LLC, as amended, referred to as the DIP Loan Agreement. Under the terms of the DIP Loan Agreement, such non-compliance would be deemed an event of default and could result in an acceleration of all of Gadzooks’ indebtedness thereunder. As of November 30, 2004, $7,246,083 was outstanding in principal and interest and $7,472,790 was outstanding in letters of credit under the DIP Loan Agreement. Further, a default under the DIP Loan Agreement constitutes a default under Gadzooks Debtor-in-Possession Loan and Security Agreement dated as of October 29, 2004 by and between Gadzooks and Gryphon Master Fund, L.P., referred to as the Tranche B Term Loan Agreement, and could result in an acceleration of all of Gadzooks’ indebtedness thereunder. As of November 30, 2004, $5,055,722 was outstanding in principal and interest under the Tranche B Term Loan Agreement. Gadzooks has received waivers from the lenders under both of these loan agreements, pursuant to which the lenders have agreed to waive Gadzooks’ non-compliance with this financial covenant, subject to certain conditions. In connection with the waivers, Gadzooks paid a waiver fee of $25,000 under the DIP Loan Agreement and a waiver fee of $5,000 under the Tranche B Term Loan Agreement. As of December 6, 2004, Gadzooks is in compliance with these financial and reporting covenants.

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.

	GADZOOKS, INC.
Date: December 6, 2004	By:	/s/ Gerald R. Szczepanski
	Name:	Gerald R. Szczepanski
	Title:	Chief Executive Officer