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October 11 2005 Letter

October 11, 2005

Mr. George F. Ohsiek, Jr.

                   Branch Chief

                   Division of Corporate Finance

                   Securities and Exchange Commission

                   100 F Street, N.E.

                   Washington, DC  20549

RE:	Gottschalks Inc.

                   		Form 10-K for Fiscal Year Ended January 29, 2005, Filed April 29, 2005

                   		Form 10-Q for Fiscal Quarter Ended April 30, 2005, Filed June 10, 2005

                   		Form 10-Q for Fiscal Quarter Ended July 30, 2005, Filed September 9, 2005

                   		File No. 001-09100

Dear Mr. Ohsiek:

We have reviewed your comments related to the filings identified above. Set forth below are
responses from Gottschalks Inc. (the "Company") that will address the Staff's comments according to the
numbers assigned each comment in the Staff's letter.

Form 10-K for Fiscal Year Ended January 29,2005

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview

1. 	In light of the significant charges incurred related to the closure of 16 of the 34 stores
acquired in the Lamont acquisition, and in light of your disclosure that your acquisition of these 34 stores put significant
pressure on your operating performance and liquidity position, please revise to discuss the operating and cash flow
performance of the 18 remaining stores, including the reasonably likely future effect on your financial condition and
operating performance of the continued operation and/or closure of these stores. Refer to Item 303(A) of Regulation S-K
and SEC Release 33-8350.

Response:  The Company's future filings will be modified to include the following
where appropriate:

"Of the 18 remaining stores, impairment charges were recorded at four locations in fiscal
2002 due to poor operating performance, while the others provide or are expected to provide positive operating
income."

Liquidity and Capital Resources

2. 	Please expand your discussion of the significant year over year changes in cash flows
from operating activities to identify all working capital changes that materially affect your liquidity along with the reasons
underlying the working capital changes. We believe such additional disclosure is necessary to permit a reader to
understand the extent to which changes in cash flows are the result of growth of the business versus changes in timing
of working capital turnover (e.g., changes in inventory days outstanding, days payables outstanding, days sales
outstanding, etc.).

Response:  The Company's future filings will be expanded to include a more
robust discussion of cash flows from operations.  An example of the Company's 2004 disclosure modified accordingly is
as follows:

"In fiscal 2004, the Company generated a total of $38.5 million from operations as
compared to $23.1 million positive cash flow from operations in fiscal 2003 and $20.9 million in fiscal 2002.
Approximately $3.9 million of the $15.4 million increase in cash provided by operating activities in fiscal 2004 relative to
fiscal 2003 was due to increased net income.  In addition, during 2004 the Company's improved liquidity position and
operating results prompted the return of certain merchandise deposits previously held by some of the Company's key
vendors and factors and an increased willingness by virtually all of the Company's vendors and factors to return to a
more normalized trade credit position.  While trade payables increased approximately $4.5 million, days payables
outstanding remained constant during fiscal 2004 and 2003.  Increases in accrued expenses of approximately $3.7
million primarily relate to the timing of payment of certain normal recurring expenses. While the decrease in inventory
was $5.3 million during fiscal 2004 as compared to $9.3 million during fiscal 2003, inventory days outstanding improved
approximately five days during fiscal 2004 as compared to fiscal 2003.  Fiscal 2003 included the liquidation of
approximately $3.1 million of inventory related to the closure of six store locations."

Contractual Obligations

3. 	Please revise your table to include estimated interest payments on your long-term debt
obligations. Because the table is aimed at increasing transparency of cash flow, we believe these payments should be
included in the table. If you choose not to include these payments, a footnote to the table should clearly identify the
excluded items and provide any additional information that is material to an understanding of your cash requirements.
See Section IV.A and footnote 46 to the Commission's MD&A Guidance issued December 19, 2003 available at
www.sec.gov.

Response:  The Company's future filings will be revised to include estimated interest
payments on long-term debt and the following footnotes disclosure to the table:

Payments due by period (1)

(In thousands)

Fiscal 2005

Fiscal 2006

Fiscal 2007

Fiscal 2008

Fiscal 2009

There- after

Long-term Debt

$   1,525

$   1,597

$   1,702

$   1,786

$   1,710

$ 14,865

Capitalized lease obligations

     2,205

     1,466

        947

        476

        476

     2,204

Subordinated note

   payable to affiliate (2)

     1,000

     1,000

     1,000

     2,000

   16,180

Non-cancelable operating leases

   23,169

   22,772

   19,475

   17,570

   15,013

   75,700

Purchase obligations (3)

     6,416

        439

        183

        141

        115

        358

Interest (4)

     4,230

     3,902

     3,608

     3,264

     3,034

     2,204

Total contractual cash obligations

$ 38,545

$ 31,176

$ 26,915

$ 25,237

$ 36,528

$ 95,331

Amount of commitment expiration by period

(In thousands)

Fiscal 2005

Fiscal 2006

Fiscal 2007

Fiscal 2008

Fiscal 2009

There- after

Senior revolving credit facility (5)

$

$

$

$

$ 45,753

$

Standby letters of credit

     3,250

Documentary letters of credit

     2,107

.            .

.            .

.            .

.            .

  .            .

Total  commitments

$   5,357

$           .

$           .

$            .

$ 45,753

$             .

(1)    See Notes 5, 6 and 7 to the accompanying financial statements.

(2)	In connection with the amendment of the Company's revolving credit facility, the term of
the Subordinated Note was extended to May 2009 and provides for principal payments of up to $8 million through that
date.

(3)	Purchase obligations include agreements to purchase goods or services that are
enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.  Agreements that
are cancelable without penalty have been excluded.  Purchase obligations relate primarily to service and maintenance
agreements and information technology contracts, and construction obligations.

(4)    Interest payments in future periods have been reflected based on fiscal year ended January
29, 2005 debt levels and interest rates including the interest rates then in effect on variable interest debt.

(5)	Represents outstanding borrowings under the Company's senior revolving credit facility
as of January 29, 2005.  The table presents that amount as due at February 28, 2009, the end of the commitment period
for the facility.

Controls and Procedures

Changes in Internal Control Over Financial Reporting

4. 	Please revise your disclosure regarding changes to internal controls over financial
reporting to identify "any changes," not just "significant" changes, which have materially affected, or are reasonably likely
to materially affect, your internal controls over financial reporting. See Item 308(c) of Regulation S-K.

Response:  The Company's future filings will be revised to exclude the reference
to "significant" where appropriate.  An example of fiscal 2004 disclosures modified accordingly is as follows:

"During the fourth quarter of fiscal 2004, there were no changes in the Company's internal
controls over financial reporting or in other factors that could materially affect internal controls over financial reporting.

During the first quarter of 2005, the Company remediated a material weakness in internal control
over financial reporting and the ineffectiveness of its disclosure controls and procedures by conducting a review of its
accounting related to leases, and amending its accounting policies related to the method of accounting for tenant
improvement allowances, lease terms, and depreciable lives used for leasehold costs and improvements to conform with
generally accepted accounting principles.  In addition, the Company implemented additional procedures and processes
including an enhanced disclosure checklist to address leasing transactions, a more comprehensive review of the
accounting for new leases, and provided additional training for personnel responsible for determining the appropriate
accounting for leases including tenant reimbursements and leasehold improvements.  Management believes that these
procedures remediate the material weakness which resulted in the error and related restatement of the Company's
financial statements for the fiscal years ended January 31, 2004 and February 1 2003, included in this Annual Report on
Form 10-K.

The evaluation referred to above did not identify any other change in our internal control over
financial reporting that occurred during the period covered by this Annual Report on Form 10-K that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting."

Consolidated Financial Statements

Consolidated Income Statements

5. 	Please revise to separately present miscellaneous (non-operating) income and
miscellaneous (non-operating) expenses. Please also provide footnote disclosure regarding the nature and amounts of
the items included within the revised captions. Refer to Rules 5-03(7) through (9) of Regulation S-X.

Response:  We supplementally advise the Staff that miscellaneous income does
not include any material offsetting expenses.  Miscellaneous income for fiscal 2004 consists of $1.0 million of
amortization of long-term deferred credits recorded upon receipt of donated land, $0.4 million of income from the
Company's investment in a partnership, and $0.2 million of miscellaneous non-operating income.  The Company's future
filings will be revised to include the following disclosure in Note 1 to the financial statements:

	"Miscellaneous income consists of amortization of long-term deferred credits recorded
upon receipt of donated land, income from the Company's investment in a partnership, and miscellaneous non-operating
income."

Notes to Consolidated Financial Statements

Note 1. Nature of Operations and Significant Accounting Policies

General

6.	Please disclose how you account for the "Gottschalks Rewards" program, including the
timing of recognition of the costs associated with the program, as well as the line item on the income statements where
the costs are included. Ensure the disclosure also addresses how you account for rewards at the time of redemption and
how your accounting takes into consideration reward certificates issued that are not expected to be redeemed. Tell us
the basis in GAAP for your accounting and income statement classification.

Response:  We supplementally advise the Staff that we considered the
discussions in EITF 00-22 and EITF 01-09 as our basis in GAAP for accounting and income statement classification for
the Company's rewards program. EITF 00-22 describes the Company's program in Issue 1 of Paragraph 5.  Paragraph
7 of EITF 01-09 specifically excludes this type of program from its conclusions.  In considering EITF 00-22 we noted that
although the Task Force reached consensus on Issue 3 of Paragraph 5, Issues 1 and 2 remain open.  The Task Force
did comment however that "For Issues 1 and 2, some Task Force members expressed a preference for an
accounting approach that would allocate a portion of the revenue on the transaction to the product or service that may
be delivered in the future, while other Task Force members expressed a preference for an accounting approach that
would be based on the significance of the value of the award product(s) or service(s) as compared to the value of the
transactions necessary to earn the award(s). If the value of the award product(s) or service(s) is insignificant in relation
to the value of the transactions necessary to earn the award, a liability would be recorded for the estimated cost of the
award product(s) or service(s).

Although customers may earn up to 5.0% of their cumulative purchases for all proprietary credit
card sales, the historical redemption rate, is approximately 1.1%.  The Company believes this discount rate to be
insignificant in relation to the value of the transactions necessary to earn the rewards.  Accordingly, the rewards program
is accounted for as an adjustment to cost of goods sold as points are earned throughout the year and based on an
estimated redemption rate.  As merchandise certificates are redeemed a markdown is taken and this accrual is relieved.
There are no revenues recorded or further charges to operations at the time of redemption.  The Company's future
filings will be revised to include the following disclosure:

"The Company offers its private label credit card customers a points based rewards
program. The program offers one point for every one dollar in net annual spending using the Company's private label
credit card.  At the end of each calendar year qualifying customers are sent a merchandise certificate for up to 5% of the
total points accumulated, up to a maximum of 10,000 points.  As points are earned throughout the year the Company
accrues for the estimated cost of goods to be sold via redemption of the merchandise certificates based on historical
redemption rates."

7.	Please disclose the amount of cooperative advertising allowances recorded in each period
presented. Please also revise your MD&A to discuss the changes in these payments between periods and how
they impacted the related income statement line items, if material.

Response:   We supplementally advise the Staff that although the Company was
able to offset its planned incremental advertising costs with cooperative advertising allowances specifically related to its
100th anniversary promotions resulting in a decrease in net advertising costs of approximately $0.6
million, the Company believes it has appropriately discussed the primary influential factors for changes in its SG&A
costs and no additional discussion is considered necessary.  The Company's future filings will be revised to include the
gross advertising costs and related cooperative advertising allowances in Note 1 to the financial statements and the
Company will discuss significant changes in its net advertising costs in MD&A where appropriate.  An example of
fiscal 2004 Note 1 disclosures modified accordingly is as follows:

"Advertising Costs - Advertising costs, net of cooperative advertising allowances, totaling
$29,964,000, $30,597,000 and $31,245,000 in 2004, 2003, and 2002, respectively, are included in selling, general and
administrative expenses for financial reporting purposes and are expensed when the related advertisement first takes
place. Cooperative advertising allowances were $11,250,000, $9,077,000, and $10,161,000 in 2004, 2003, and 2002
respectively."

Revenue Recognition

8. 	Please disclose the timing of revenue recognition for leased department revenues. Also
disclose the general terms of the arrangements under which you earn leased department revenues. For example, you
should disclose whether revenues earned under these arrangements are based on a percentage of sales generated in
the leased departments, or based on some other measure.

Response:  The Company's future filings