8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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

Date of report (Date of earliest event reported):

December 3, 2004

Gadzooks, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas
(State of 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)

TABLE OF CONTENTS

PricewaterhouseCoopers LLP Letter

     This Amendment No. 1 amends Item 4 of the Current Report on Form 8-K filed by Gadzooks, Inc. (“Gadzooks” or the “Company”) on August 5, 2004 to reflect the effectiveness of the dismissal of PricewaterhouseCoopers LLP, as Gadzooks’ independent registered public accounting firm as of December 3, 2004.

Item 4.01. Changes in Registrant’s Certifying Accountant.

     As previously reported, Gadzooks, Inc. dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm effective upon completion of services related to the review of the Company’s Form 10-Q for the quarter ended May 1, 2004. Gadzooks and PricewaterhouseCoopers LLP have since agreed that PricewaterhouseCoopers LLP will not complete the review of such Form 10-Q, but rather, BDO Seidman, Gadzooks’ new independent accountants, will complete the review of the Form 10-Q for the quarter ended May 1, 2004. As such, the dismissal of PricewaterhouseCoopers LLP as Gadzooks’ independent registered public accountants became effective as of December 3, 2004.

     PricewaterhouseCoopers LLP’s audit reports on the Company’s financial statements as of January 31, 2004 and February 1, 2003 and for the years ended January 31, 2004 and February 1, 2003 did not contain an adverse opinion or disclaimer of opinion, and no such report was qualified or modified as to uncertainty, audit scope or accounting principle. However, the report on the financial statements as of January 31, 2004 and February 1, 2003 and for the years ended January 31, 2004 and February 1, 2003 contains an explanatory paragraph that raises substantial doubt about the ability of the Company to continue as a going concern.

     During the years ended January 31, 2004 and February 1, 2003 and through December 3, 2004, there have been no disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years.

     During the years ended January 31, 2004 and February 1, 2003 and through December 3, 2004, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     Gadzooks has requested PricewaterhouseCoopers LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements made by the Company. A copy of such letter, dated December 9, 2004, is filed as Exhibit 16.2 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired. Not applicable.
(b)	Pro forma financial information. Not applicable.
(c)	Exhibits.

2

Number	Exhibit
16.1*	PricewaterhouseCoopers LLP’s letter dated August 4, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K.
16.2	PricewaterhouseCoopers LLP’s letter dated December 9, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K/A.

*Previously filed.

[SIGNATURE PAGE TO FOLLOW]

3

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 9, 2004	By:	/s/ Gerald R. Szczepanski
		Name:	Gerald R. Szczepanski
		Title:	Chief Executive Officer

4

EXHIBIT INDEX

Exhibit Number	Exhibit
16.1*	PricewaterhouseCoopers LLP’s letter dated August 4, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K.
16.2	PricewaterhouseCoopers LLP’s letter dated December 9, 2004 regarding the Company’s disclosure in the Current Report on Form 8-K/A.

*Previously filed.

EX-16.2

EXHIBIT 16.2

December 9, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Gadzooks, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K, as part of the Company’s Form 8-K report dated December 3, 2004. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

CORRESP

GADZOOKS, INC.
4121 International Parkway
Carrollton, Texas 75007

December 9, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Attn:	Robert Burnett, Staff Accountant
	Re:	Gadzooks, Inc.
		Item 4 Form 8-K filed August 5, 2004
		File No. 0-26732

Ladies and Gentlemen:

     Gadzooks, Inc. (the “Company”) is hereby filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (the “Form 8-K/A”) to the Company’s Current Report on Form 8-K, File No. 0-26732, originally filed on August 5, 2004 (the “Form 8-K”).

     The Form 8-K will be amended in response to the comments received from the Staff of the Commission (the “Staff”) in the Staff’s letter of August 26, 2004 (the “Comment Letter”). Set forth below are the Staff’s comments and the Company’s responses to the Comment Letter.

COMMENT LETTER

1.	Comment: We note that PricewaterhouseCoopers will be dismissed at a future date. You will need to file an amendment to this Form 8-K disclosing the date that PricewaterhouseCoopers ceased to be your principal accountant. We would expect your amendment to be able to say that there were no disagreements through July 29, 2004 and there are still no disagreements through the last day of their engagement, if true. Please revise accordingly.
	Response: The Company has revised the Form 8-K to disclose that PricewaterhouseCoopers LLP ceased to be the Company’s principal accountant as of December 3, 2004 and has updated the disclosures accordingly. The Form 8-K/A includes an updated letter from PricewaterhouseCoopers LLP confirming that they agree with the revised disclosure.
	Further, as requested in the Comment Letter, the Company hereby acknowledges that:

Securities and Exchange Commission
December 9, 2004
Page 2

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If any questions should arise in the course of your review of this letter, please do not hesitate to call me at (972) 307-5555 or Tracy Crum of Akin Gump Strauss Hauer & Feld LLP at (214) 969-4728.

Sincerely,

/s/ Gerald R. Szczepanski

Gerald R. Szczepanski

cc:	Kim Hernandez, Gadzooks, Inc.
	Tracy A. Crum, Akin Gump Strauss Hauer & Feld LLP