SecProbe.io

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Mail Stop 0308 							March 16, 2005

VIA U.S. MAIL AND FACSIMILE

Brenda I. Morris
Chief Financial Officer
Zumiez Inc.
6300 Merrill Creek Parkway, Suite B
Everett, WA 98203

Re:	Zumiez Inc.
      Registration Statement on Form S-1
      File No. 333-122865
      Filed February 17, 2005

Dear Ms. Morris:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  Also, please confirm that any preliminary prospectus
that
you circulate will disclose all non-Rule 430A information,
including
the price range and related information based on a bona fide
estimate
of the public offering price within that range.

2. Please file as promptly as practicable all exhibits,
particularly
the legal opinion and underwriting agreement, as we will review
them
prior to granting effectiveness of the registration statement.  We
may have further comments upon review of the exhibits.
3. Please provide us with the industry publications from which you
have obtained statistical data, and to which you refer on page 41
and
throughout your Business section.  Similarly, please provide us
with
support for the statement indicating that you are "a leading
specialty retailer of action sports related apparel, footwear,
equipment and accessories" and all other statements regarding
market
leadership.  Please mark your supplemental support or provide page
references in your response to the sections upon which you rely.
Tell us whether the information you cite from these reports is
publicly available.  If not, you should obtain appropriate consent
to
cite these reports in your filing.
4. Please tell us what exemption from registration Zumiez Holdings
will rely on to distribute securities immediately prior to the
initial public offering.
Prospectus Cover Page
5. Please delete the phrase "Joint Book Running Managers" from the
prospectus cover page.  You may, however, include this phrase,
with a
brief explanation, to describe the syndicate`s specific function,
in
the Underwriting section.

Certain Terms Used in this Prospectus, page ii
6. Please delete the entire section as the information provided
here
is either unnecessary or redundant.  For example, the disclosure
on
what "Zumiez," "we," and "us" denote is evident from the context.
Also, the information related to comparable store sales, gross
square
footage, and Internet sales appears in the footnotes on page 7,
where
the terms are first discussed in the prospectus.  In addition, the
disclosure on the change of your fiscal year and its effects on
your
financial statements is appropriately located in the introductory
paragraphs of the Management`s Discussion and Analysis section on
page 26.  You may explain the connotation of "SKU" where you first
use that term on page 42.  Also, please relocate the paragraph
beneath the table of contents.

Prospectus Summary, page 1
7. Please revise the summary to describe briefly the salient
features
of your business and the key aspects of this offering, and provide
the detailed information on these aspects in the Business section.
At present, the summary is too lengthy and repetitive of
information
that is disclosed later in the prospectus.  For example, the
entire
discussion on pages 1-2 under the sub-heading Zumiez Inc. is
repeated
verbatim in the Business section, and much of the language in the
Competitive Strengths, Growth Strategy, and The Action Sports
Market
sub-sections in the summary and the Business section are
identical.
Delete the discussion of competitive strengths, growth strategies,
and the action sports market since it is more appropriate for the
Business section.
Risk Factors, page 8
8. In the first paragraph in italics, please revise the clause
"the
risks described below are not the only risks that we face" to make
clear that you have identified all material risks known to you and
anticipated by you at present.

The terms of our revolving credit facility impose operating and
financial restrictions..., page 12
9. Please identify Bank of America as the lender with which you
currently have a revolving credit facility, and also disclose the
effects of your breaching financial covenants in fiscal 2002.

Most of our merchandise is produced by foreign manufacturers...,
page
14
10. Please quantify the percentage of purchases that are
denominated
in U.S. dollars.

Purchasers in this offering will immediately experience
substantial
dilution..., page 18
11. Please revise to compare the net book value per share after
the
offering to the initial offering price.

Washington law and our articles of incorporation and bylaws, page
18
12. Please amplify your risk factor heading to disclose the risk
to
your shareholders that the anti-takeover provisions may prevent or
frustrate attempts to replace or remove the current management of
the
company by shareholders, even if the takeover may be in their best
interests.
Cautionary Note Regarding Forward-Looking Statements and Market
Data,
page 20
13. Please delete the sentence:  "All statements other than
statements of historical facts...are forward-looking statements."
You may, however, state to the effect that statements that reflect
your current views with respect to future events and financial
performance, and any other statements of a future or forward-
looking
nature are forward-looking statements for the purposes of federal
securities laws.
14. As you are responsible for the accuracy and completeness of
the
contents of the registration statement, please delete the last
paragraph.

Use of Proceeds, page 21
15. Please provide a more meaningful description of "general
corporate purposes," by breaking down the category into sub-
components such as general and administrative expenses, and the
like.
16. Please quantify the approximate dollar amount of proceeds that
you intend to use for each of the purposes you have identified.
See
Item 504 of Regulation S-K.
Management`s Discussion and Analysis

Overview, page 26
17. We note that you list in bullet points on page 27 certain
trends
and uncertainties that may affect your business or operations.
Please expand this section to discuss in reasonable detail these
and
any other known material trends and uncertainties that will have
or
are reasonably likely to have a material impact on your revenues
or
income or result in your liquidity decreasing or increasing in any
material way.  For example, if relevant, you may discuss the
evolving
trends in the nature of your competition, the consumer demands in
the
geographical markets where you compete, developments in the mall
retail sales trends, and any increased purchasing or advertising
costs in your industry.  In doing so, provide additional
information
about the quality and variability of your earnings and cash flows
so
that investors can ascertain the likelihood of the extent past
performance is indicative of future performance.  In addition,
discuss in reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges, and risks in short and long
term and the actions you are taking to address them.
  	Please refer to SEC Release No. 33-8350.

Results of Operations, page 29

General
18. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item, if practical.  For
example,
when you explain the increase of "comparable" stores net sales for
the nine months ended October 30, 2004 compared to the nine months
ended November 1, 2003, you do not quantify in dollar and
percentage
terms the increase of net sales of footwear, accessories, and
skateboard hardgoods and the decrease of net sales of snowboard
hardgoods at those stores.  Similarly, for the same two periods,
in
the absence of quantification of the increase in costs of
operating
new stores and the increase in infrastructure and administrative
staff, the disclosure on the increase in selling, general, and
administrative expenses is not meaningful.  Provide similar
quantified information in your discussion of changes in aspects of
operating results between other fiscal periods.  See Item 303(b)
of
Regulation S-K.
19. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, where you indicate that the
increase in net sales for the nine months ended October 30, 2004
are
primarily due to higher net sales of footwear, accessories and
skateboard hardgoods at comparable stores, expand your
explanations
to describe how and/or why you achieved the increased sales in
these
product groups, if known.  For example, if the changes are the
result
of new product lines or pricing changes, please state so.  See
Item
303(a) of Regulation S-K and SEC Release No. 33-8350.
20. We note on page 13 that your private label merchandise
generally
carries a higher gross margin than other merchandise.  To the
extent
that the sales fluctuations in your private label merchandise
materially changes gross margin, please quantify and discuss these
changes in Management`s Discussion and Analysis.

Liquidity and Capital Resources, page 33
21. We note your statement regarding expectations about your cash
requirements for the next twelve months.  Please disclose your
expectations regarding liquidity for the long-term as well.
22. Please revise your discussion to include the average and peak
borrowings under your revolving line of credit in order to provide
the reader with a sense of the adequacy of your borrowing
capacity.
Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-8350
for guidance.

Contractual Obligations and Commercial Commitments, page 35
23. Please revise your narrative following the table to provide a
context for the reader to understand the impact of real estate
taxes,
insurance and common area and maintenance charges on your total
operating lease obligations.  We assume this could be achieved by
reference to the total dollar amount of such costs incurred for
the
most recent fiscal year, or the amount that such costs typically
represent expressed as a percentage of annual operating lease
obligations.  See Item 303(a)(5) of Regulation S-K.

Merchandising and Purchasing, page 41
24. Please tell us the basis for including the names of certain
manufacturers and not others.  Have you included these
manufacturers
because they are the largest manufacturers from which you purchase
products?  If not, clarify the basis for selecting to disclose the
identity of some brands and not others.  Also, because none of
these
brands account for more than 10% of your net sales, you should not
separately identify them in the Prospectus Summary.

Marketing and Advertising, page 45
25. Please disclose the dollar amount spent on marketing and
promotion efforts for each of the last three fiscal years and any
subsequent interim period.

Management, page 48
26. Please provide dates to account for the professional
experience
of Ms. Kilbourne and Messrs. Davin and Barnum for the past five
years.  See Item 401 of Regulation S-K.

Stock Option Grants in Fiscal 2004, page 52
27. Please expand your discussion in the Option Grant table to
describe the valuation methodologies used by the board of
directors
in reaching its conclusions concerning the market value of the
underlying shares. Briefly describe how the methodologies
supported
the valuations that established the option exercise prices.  If
there
is a substantial disparity between the option exercise prices and
the
proposed public offering price, alert investors to the disparity
and
quantify the effect of using the public offering price as the base
to
compute the potential option values using the 5% and 10% assumed
rates of stock price appreciation.  If you wish to provide the
potential realizable values in the table using the assumed
offering
price as the base price, we will not object, if you explain this
in a
footnote.  See Section IV.C of SEC Release 33-7009.

Certain Relationships and Related Transactions, page 60
28. Please file all material agreements involving related party
transactions as exhibits.  If you do not file an agreement,
explain
to us why you do not regard that particular agreement to be
material.

29. Throughout this section, please represent whether the terms of
the related-party transactions obtained by you were as favorable
as
could have been obtained from unaffiliated third parties.

Principal and Selling Stockholders, page 63
30. Please identify the person who exercises voting, investment,
and
dispositive control over the securities held of record by
Brentwood-
Zumiez Investors, LLC.
31. Please disclose any material relationships between the selling
stockholders and the company during the past three years.  Refer
to
Item 507 of Regulation S-K.
32. Please disclose whether any selling shareholders are broker-
dealers or their affiliates.  We may have further comment.

Description of Capital Stock, page 65
33. Please disclose the number of holders of your equity
securities.
See Item 201(b) of Regulation S-K.

Anti-Takeover Provisions of Washington Law, page 66
34. Please represent clearly that you have included in this
discussion all provisions of Washington law and your charter that
may
limit the ability of another person or entity to acquire control
of
your company.

Underwriting, page 70
35. If these selling shareholders are affiliates, then please
disclose that they may be deemed underwriters under the federal
securities laws.
36. Please state clearly in the table on page 70 the underwriting
discounts and commissions to be payable by you and to be payable
by
the selling shareholders.
37. Please tell us and briefly disclose in the prospectus whether
you
intend to use any means of distributing or delivering the
prospectus
other than by hand or the mails, such as various means of
electronic
delivery.  Also tell us and briefly disclose in the prospectus
whether you intend to use any forms of prospectus other than
printed
prospectuses, such as CD- ROMs, video cassettes, etc., and provide
all of these prospectuses for our examination.  Please refer to
SEC
Releases No. 33-7233 and No. 33-7289.  We may have additional
comments.
38. Please identify specifically any members of the underwriting
syndicate that will engage in any electronic offer, sale or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.
Please describe briefly describe any electronic distribution in
the
filing.  Also, in your discuss