AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1998
                                        REGISTRATION NO. 333-
---------------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                    -----------------------

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                    -----------------------

                         GADZOOKS, INC.
     (Exact name of Registrant as specified in its charter)


         TEXAS                                 74-2261048
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)        Identification Number)

4121 INTERNATIONAL PARKWAY
   CARROLLTON, TEXAS                             75007
 (Address of Principal                         (Zip Code)
   Executive Offices)

                         GADZOOKS, INC.
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)

                     GERALD R. SZCZEPANSKI
                   4121 INTERNATIONAL PARKWAY
                    CARROLLTON, TEXAS  75007
            (Name and address of agent for service)

                         (972) 307-5555
 (Telephone number, including area code, of agent for service)
                    -----------------------

                      CALCULATION OF REGISTRATION FEE
======================================================================
                                    PROPOSED   PROPOSED
                                    MAXIMUM     MAXIMUM
                     AMOUNT TO BE   OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES   REGISTERED   PRICE PER   OFFERING   REGISTRATION
 TO BE REGISTERED        (1)       SHARE (2)   PRICE (2)       FEE
-------------------  ------------  ---------- ----------  ------------
Common Stock, $0.01
par value
("Common Stock")       60,000        $25.56   $1,533,600     $452.41
======================================================================
(1)  Pursuant to Rule 416, this Registration Statement also includes an
     indeterminate number of additional shares that may hereafter become
     issuable as a result of the adjustment provisions of the Plan.
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) and calculated on the basis of the average of
     the high and low sales prices of the Common Stock of Gadzooks, Inc. on
     April 16, 1998, as reported by the Nasdaq National Market.

                          -----------------------


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents constituting Part I of this Registration Statement will be
sent or given to employees of Gadzooks, Inc. (the "Company") as specified
by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended
(the "Securities Act").


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

       (1)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended November 1, 1997, as filed with the Commission on December 11,
  1997.

       (2)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended August 2, 1997, as filed with the Commission on September 16,
  1997.

       (3)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended May 3, 1997, as filed with the Commission on June 16, 1997.

       (4)  The Company's Annual Report on Form 10-K for the fiscal year
  ended February 1, 1997, as filed with the Commission on April 23, 1997.

       (5)  The description of the Company's Common Stock contained in the
  Company's registration statement on Form S-1 (No. 333-00196) filed with
  the Commission on January 9, 1996, as amended by Amendment No. 1 thereto
  filed with the Commission on January 30, 1996, the Company's
  registration statement filed pursuant to Rule 462(b) and the Final
  Prospectus.

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Texas corporation, is empowered by Article 2.02-1 of
the Texas Business Corporation Act (the "TBCA"), subject to the procedures
and limitations stated therein, to indemnify certain persons, including any
person who was, is or is threatened to be made a named defendant or
respondent in an action, suit or proceeding because the person is or was a
director or officer, against judgments, penalties (including excise and
similar taxes), fines, settlements and reasonable expenses (including court
costs and attorneys' fees) actually incurred by the person in connection
with the action, suit or proceeding.  The Company is required by Article
2.02-1 to indemnify a director or officer against reasonable expenses
(including court costs and attorneys' fees) incurred by him in connection
with an action, suit or proceeding in which he is a named defendant or
respondent because he is or was a director or officer if he has been wholly
successful, on the merits or otherwise, in the defense of the action, suit
or proceeding.  Article 2.02-1 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise.  The Second Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the TBCA.  In addition, the Company has, pursuant to
Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act, provided
in its Second Restated Articles of Incorporation that, to the fullest
extent permitted by applicable law, a director of the Company shall not be
liable to the Company or its shareholders for monetary damages for an act
or omission in a director's capacity as director of the Company.

     Furthermore, the Company has entered into individual Indemnification
Agreements with each director of the Company which contractually obligate
the Company to provide to the directors (i) indemnification; (ii) insurance
or self-insurance in lieu thereof; and (iii) additional indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:

       (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;

       (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth
  in the registration statement.  Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total
  dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high end of the estimated
  maximum offering range may be reflected in the form of prospectus filed
  with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in
  the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.

       (iii)     To include any material information with respect to the
  plan of distribution not previously disclosed in the registration
  statement or any material change to such information in the registration
  statement.

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the registration statement is on Form S-3 or Form S-8, and the
  information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
  that are incorporated by reference in the registration statement.

       (2)  That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at
  the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                           SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Carrollton, State of Texas on
April 9, 1998.

                                 GADZOOKS, INC.

                                 By:  /S/ GERALD R. SZCZEPANSKI
                                      --------------------------------
                                      Gerald R. Szczepanski
                                      Chairman of the Board, Chief
                                      Executive Officer and President

     The undersigned directors and officers of Gadzooks, Inc. hereby
constitute and appoint Gerald R. Szczepanski and Monty R. Standifer and
each of them, with full power to act without the other and with full power
of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and to file the
same, with all exhibits thereto and other documents in connection therewith
with the Commission and hereby ratify and confirm all that such attorneys-
in-fact, or either of them, or their substitutes shall lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on April 9, 1998.

SIGNATURE                           TITLE


 /S/ GERALD R. SZCZEPANSKI    Chairman of the Board, Chief Executive
---------------------------     Officer and President (Principal Executive
Gerald R. Szczepanski           Officer)

 /S/ MONTY R. STANDIFER       Senior Vice President, Chief Financial
---------------------------     Officer, Treasurer and Secretary (Principal
Monty R. Standifer              Financial and Accounting Officer)

 /S/ LAWRENCE H. TITUS, JR.   Director
---------------------------
Lawrence H. Titus, Jr.

 /S/ G. MICHAEL MACHENS       Director
---------------------------
G. Michael Machens

 /S/ ALAN W. CRITES           Director
---------------------------
Alan W. Crites

 /S/ ROBERT E.M. NOURSE       Director
---------------------------
Robert E.M. Nourse



                           INDEX TO EXHIBITS



EXHIBIT
NUMBER     DESCRIPTION OF EXHIBITS

4.1   -    Second Restated Articles of Incorporation
           of the Company (filed as Exhibit 4.1 to the
           Company's Form S-8 (No. 33-98038) filed with the
           Commission on October 12, 1995 and incorporated
           herein by reference).

4.2   -    Amended and Restated Bylaws of the Company
           (filed as Exhibit 4.2 to the Company's Form S-8
           (No. 33-98038) filed with the Commission on
           October 12, 1995 and incorporated herein by
           reference).

4.3   -    First Amendment to the Amended and Restated
           Bylaws of the Company (filed as Exhibit 3.3 to
           the Company's Quarterly Report on Form 10-Q for
           the quarter ended August 2, 1997 filed with the
           Commission on September 16, 1997 and
           incorporated herein by reference.

4.4   -    Specimen Certificate for shares of Common
           Stock, $.01 par value, of the Company (filed as
           Exhibit 4.1 to the Company's Amendment No. 2 to
           Form S-1 (No. 33-95090) filed with the
           Commission on September 8, 1995 and incorporated
           herein by reference).

4.5*  -    Gadzooks, Inc. Employee Stock Purchase
           Plan.

5.1*  -    Opinion and Consent of Akin, Gump, Strauss,
           Hauer & Feld, L.L.P.

23.1* -    Consent of Price Waterhouse LLP.

23.2* -    Consent of Akin, Gump, Strauss, Hauer &
           Feld, L.L.P. (included in its opinion filed as
           Exhibit 5.1 hereto).

24*   -    Power of Attorney (included on signature
           page of this Registration Statement).

*  Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16249}]
{"company-data": {"conformed-name": "GADZOOKS INC", "cik": "0000924140", "assigned-sic": "5651", "irs-number": "742261048", "state-of-incorporation": "TX", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50639", "film-number": "98598235"}, "business-address": {"street1": "4121 INTERNATIONAL PKWY", "city": "CARROLLTON", "state": "TX", "zip": "75007", "phone": "9723075555"}, "mail-address": {"street1": "4121 INTERNTIONAL PKWY", "city": "CARROLLTON", "state": "TX", "zip": "75007"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1998
                                        REGISTRATION NO. 333-
---------------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                    -----------------------

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                    -----------------------

                         GADZOOKS, INC.
     (Exact name of Registrant as specified in its charter)

         TEXAS                                 74-2261048
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)        Identification Number)

4121 INTERNATIONAL PARKWAY
   CARROLLTON, TEXAS                             75007
 (Address of Principal                         (Zip Code)
   Executive Offices)

                         GADZOOKS, INC.
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)

                     GERALD R. SZCZEPANSKI
                   4121 INTERNATIONAL PARKWAY
                    CARROLLTON, TEXAS  75007
            (Name and address of agent for service)

                         (972) 307-5555
 (Telephone number, including area code, of agent for service)
                    -----------------------

                      CALCULATION OF REGISTRATION FEE
======================================================================
                                    PROPOSED   PROPOSED
                                    MAXIMUM     MAXIMUM
                     AMOUNT TO BE   OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES   REGISTERED   PRICE PER   OFFERING   REGISTRATION
 TO BE REGISTERED        (1)       SHARE (2)   PRICE (2)       FEE
-------------------  ------------  ---------- ----------  ------------
Common Stock, $0.01
par value
("Common Stock")       60,000        $25.56   $1,533,600     $452.41
======================================================================
(1)  Pursuant to Rule 416, this Registration Statement also includes an
     indeterminate number of additional shares that may hereafter become
     issuable as a result of the adjustment provisions of the Plan.
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) and calculated on the basis of the average of
     the high and low sales prices of the Common Stock of Gadzooks, Inc. on
     April 16, 1998, as reported by the Nasdaq National Market.

                          -----------------------

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents constituting Part I of this Registration Statement will be
sent or given to employees of Gadzooks, Inc. (the "Company") as specified
by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended
(the "Securities Act").

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

       (1)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended November 1, 1997, as filed with the Commission on December 11,
  1997.

       (2)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended August 2, 1997, as filed with the Commission on September 16,
  1997.

       (3)  The Company's Quarterly Report on Form 10-Q for the quarter
  ended May 3, 1997, as filed with the Commission on June 16, 1997.

       (4)  The Company's Annual Report on Form 10-K for the fiscal year
  ended February 1, 1997, as filed with the Commission on April 23, 1997.

       (5)  The description of the Company's Common Stock contained in the
  Company's registration statement on Form S-1 (No. 333-00196) filed with
  the Commission on January 9, 1996, as amended by Amendment No. 1 thereto
  filed with the Commission on January 30, 1996, the Company's
  registration statement filed pursuant to Rule 462(b) and the Final
  Prospectus.

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Texas corporation, is empowered by Article 2.02-1 of
the Texas Business Corporation Act (the "TBCA"), subject to the procedures
and limitations stated therein, to indemnify certain persons, including any
person who was, is or is threatened to be made a named defendant or
respondent in an action, suit or proceeding because the person is or was a
director or officer, against judgments, penalties (including excise and
similar taxes), fines, settlements and reasonable expenses (including court
costs and attorneys' fees) actually incurred by the person in connection
with the action, suit or proceeding.  The Company is required by Article
2.02-1 to indemnify a director or officer against reasonable expenses
(including court costs and attorneys' fees) incurred by him in connection
with an action, suit or proceeding in which he is a named defendant or
respondent because he is or was a director or officer if he has been wholly
successful, on the merits or otherwise, in the defense of the action, suit
or proceeding.  Article 2.02-1 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise.  The Second Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the TBCA.  In addition, the Company has, pursuant to
Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act, provided
in its Second Restated Articles of Incorporation that, to the fullest
extent permitted by applicable law, a director of the Company shall not be
liable to the Company or its shareholders for monetary damages for an act
or omission in a director's capacity as director of the Company.

     Furthermore, the Company has entered into individual Indemnification
Agreements with each director of the Company which contractually obligate
the Company to provide to the directors (i) indemnification; (ii) insurance
or self-insurance in lieu thereof; and (iii) additional indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:

       (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;

       (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth
  in the registration statement.  Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total
  dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high end of the estimated
  maximum offering range may be reflected in the form of prospectus filed
  with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in
  the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.

       (iii)     To include any material information with respect to the
  plan of distribution not previously disclosed in the registration
  statement or any material change to such information in the registration
  statement.

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the registration statement is on Form S-3 or Form S-8, and the
  information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
  that are incorporated by reference in the registration statement.

       (2)  That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at
  the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                           SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Carrollton, State of Texas on
April 9, 1998.

                                 GADZOOKS, INC.

                                 By:  /S/ GERALD R. SZCZEPANSKI
                                      --------------------------------
                                      Gerald R. Szczepanski
                                      Chairman of the Board, Chief
                                      Executive Officer and President

     The undersigned directors and officers of Gadzooks, Inc. hereby
constitute and appoint Gerald R. Szczepanski and Monty R. Standifer and
each of them, with full power to act without the other and with full power
of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and to file the
same, with all exhibits thereto and other documents in connection therewith
with the Commission and hereby ratify and confirm all that such attorneys-
in-fact, or either of them, or their substitutes shall lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on April 9, 1998.

SIGNATURE                           TITLE

 /S/ GERALD R. SZCZEPANSKI    Chairman of the Board, Chief Executive
---------------------------     Officer and President (Principal Executive
Gerald R. Szczepanski           Officer)

 /S/ MONTY R. STANDIFER       Senior Vice President, Chief Financial
---------------------------     Officer, Treasurer and Secretary (Principal
Monty R. Standifer              Financial and Accounting Officer)

 /S/ LAWRENCE H. TITUS, JR.   Director
---------------------------
Lawrence H. Titus, Jr.

 /S/ G. MICHAEL MACHENS       Director
---------------------------
G. Michael Machens

 /S/ ALAN W. CRITES           Director
---------------------------
Alan W. Crites

 /S/ ROBERT E.M. NOURSE       Director
---------------------------
Robert E.M. Nourse

                           INDEX TO EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION OF EXHIBITS

4.1   -    Second Restated Articles of Incorporation
           of the Company (filed as Exhibit 4.1 to the
           Company's Form S-8 (No. 33-98038) filed with the
           Commission on October 12, 1995 and incorporated
           herein by reference).

4.2   -    Amended and Restated Bylaws of the Company
           (filed as Exhibit 4.2 to the Company's Form S-8
           (No. 33-98038) filed with the Commission on
           October 12, 1995 and incorporated herein by
           reference).

4.3   -    First Amendment to the Amended and Restated
           Bylaws of the Company (filed as Exhibit 3.3 to
           the Company's Quarterly Report on Form 10-Q for
           the quarter ended August 2, 1997 filed with the
           Commission on September 16, 1997 and
           incorporated herein by reference.

4.4   -    Specimen Certificate for shares of Common
           Stock, $.01 par value, of the Company (filed as
           Exhibit 4.1 to the Company's Amendment No. 2 to
           Form S-1 (No. 33-95090) filed with the
           Commission on September 8, 1995 and incorporated
           herein by reference).

4.5*  -    Gadzooks, Inc. Employee Stock Purchase
           Plan.

5.1*  -    Opinion and Consent of Akin, Gump, Strauss,
           Hauer & Feld, L.L.P.

23.1* -    Consent of Price Waterhouse LLP.

23.2* -    Consent of Akin, Gump, Strauss, Hauer &
           Feld, L.L.P. (included in its opinion filed as
           Exhibit 5.1 hereto).

24*   -    Power of Attorney (included on signature
           page of this Registration Statement).

*  Filed herewith