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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>gad.txt
<DESCRIPTION>BURNETT: LETTER DATED 8/26/04 RE ITEM 4 FORM 8-K FILED 8/5/04
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Mail Stop 0308
							August 26, 2004

James A. Motley
Vice President and Chief Financial Officer
Gadzooks, Inc.
4121 International Parkway
Carrollton, TX  75007

RE:	Gadzooks, Inc.
	Item 4 Form 8-K filed August 5, 2004
            File No. 0-26732

Dear Mr. Motley:

We have reviewed the above referenced filing and have the following
comments.  We welcome any questions you may have about our comments.
Feel free to contact us at the numbers listed at the end of this
letter.
1. 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.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging 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.
Gadzooks, Inc.
August 26, 2004
Page 2

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

The amendment should include an updated letter from the former
accountants confirming that they agree with the revised disclosure,
if true.  Any questions regarding the above should be directed to
Robert Burnett at (202) 942-1809, or in my absence, to Robert Benton
at (202) 942-1811.

							Sincerely,

							Robert Burnett
						            Staff Accountant

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