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

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:

•		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.