As filed with the Securities and Exchange Commission on August
13, 1998
                                         Registration No. ______


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________
                                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________
                                      
                              GOTTSCHALKS INC.
           (Exact name of registrant as specified in its charter)
                             ___________________
                                      
             Delaware                           77-0159791
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)           Identification No.)

              7 River Park Place East, Fresno, California 93720
                  (Address of principal executive offices)


                 The Gottschalks Inc. 1998 Stock Option Plan
                          (Full title of the plan)
                               ______________
                                      
                          Warren L. Williams, Esq.
                               General Counsel
                              GOTTSCHALKS INC.
                           7 River Park Place East
                          Fresno, California 93720
                   (Name and address of agent for service)
                             ___________________
                                      
Telephone number, including area code, of agent for service: 
(209) 434-4800
                             ___________________
                                      
                                  Copy to:
                           D. Stephen Antion, Esq.
                            O'Melveny & Myers LLP
                      400 South Hope Street, Suite 1500
                       Los Angeles, California  90071
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                      
                                 Proposed       Proposed
                                 maximum        maximum
Title of            Amount       offering       aggregate    Amount of
securities          to be        price          offering     registration
to be registered    registered   per unit       price        fee
Common Stock, $.01  1,000,000(1) $8.71875(2)   $8,718,750(2) $2,572(2)
par value           shares

          (1)  This Registration Statement covers, in addition to
               the number of shares of Common Stock stated above,
               options and other rights to purchase or acquire
               the shares of Common Stock covered by the
               Prospectus and, pursuant to Rule 416 under the
               Securities Act of 1933 as amended, an additional
               indeterminate number of shares which by reason of
               certain events specified in the Plan may become
               subject to the Plan.
          (2)  Pursuant to Rule 457(h) under the Securities Act 
               of 1933 as amended, the maximum offering price,
               per share and in the aggregate, and the
               registration fee were calculated based upon the
               average of the high and low prices of the Common
               Stock on August 10,  1998 as reported on the New
               York Stock Exchange and published in the Western
               Edition of the Wall Street Journal.


                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
                                
          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and

Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                

Item 3.   Incorporation of Certain Documents by Reference

          The following documents of Gottschalks Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          fiscal year ended January 31, 1998;

     (b)  The Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended April 30, 1998; and

     (c)  The description of the Company's Common Stock
          contained in the registration statement (and past and
          future amendments thereto) for the Common Stock filed
          under Section 12 of the Securities and Exchange Act of
          1934, as amended (the "Exchange Act") including any
          amendment or report filed for the purpose of updating
          such description.
          
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold, are deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
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 or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities
          
          The Company's Common Stock is registered pursuant
          to Section 12 of the Exchange Act, and therefore,
          the description of securities is omitted.
          
          
Item 5.   Interests of Named Experts and Counsel
          
          Not Applicable.
          
          
Item 6.   Indemnification of Directors and Officers
          
          
          Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933.  Pursuant to Section 145 of the Delaware
General Corporation Law (the "DGCL"), a corporation may indemnify
an officer or director if that person acted in good faith and in
a manner reasonabloy believed to be in or or not opposed to the
best interests of the corporation, and, with respect to criminal
actions or proceedings, had no reason to believe the conduct was
unlawful.

          The Certificate of Incorporation of the Company limits
directors' liability for monetary damages to the Company and its
stockholders for breaches of fiduciary duty to the fullest extent
permitted by the DGCL.

          The Company's Bylaws provide that each director or
officer of the Company who was or is a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or
is or was serving at the request of the Company as a director,
officer, employee or agent of another  corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity or
in another capacity while serving as director, officer, employee
or agent, shall be indemnified and held harmless by the Company
to the fullest extent permitted by the laws of Delaware, as  the
same exist or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said
law permitted the Company to provide prior to such amendment),
against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such
proceeding (or part thereof) was initiated or authorized by one
or more members of the Company's Board of Directors.  The right
to indemnification shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that if the DGCL so requires, the
payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
a proceeding shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it will ultimately be determined
that such director or officer is not entitled to be indemnified.


Item 7.   Exemption from Registration Claimed
          
          Not Applicable.
          
          
Item 8.   Exhibits
          
          See the attached Exhibit Index at page S-3.
          
          
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 of 1933 (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;
          and
               
               (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 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; and
          
          (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 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
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange 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 Fresno, State of California, on this 13th day of
August, 1998.

                         GOTTSCHALKS INC.
                         
                         
                         
                         By:    /s/  JOE
                         LEVY
                              Joe Levy
                              Chairman and Chief Executive
                              Officer
                              
                              
          Pursuant to the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed below  by  the
following persons in the capacities and on the dates indicated.

    Signature             Title                        Date


/s/ JOE LEVY            Chairman and Chief       August 13, 1998
    Joe Levy            Executive Officer



/s/ JAMES R. FAMALETTE  President, Chief         August 13, 1998
    James R. Famalette  Operating Officer and
                        Director



/s/ BRET W. LEVY        Vice President, Treasurer August 13, 1998
    Bret W. Levy        and Director



/s/ MAX GUTMANN         Director                  August 13, 1998
    Max Gutmann


/s/ ALAN WEINSTEIN      Senior Vice President     August 13, 1998
    Alan Weinstein      and Chief Financial Officer


/s/ SHARON LEVY          Director                 August 13, 1998
    Sharon Levy



/s/ JOSEPH J. PENBERA    Director                 August 13, 1998
    Joseph J. Penbera



/s/ FREDERICK R. RUIZ    Director                 August 13, 1998
    Frederick R. Ruiz



/s/ O. JAMES WOODWARD III Director                August 13, 1998
    O. James Woodward III



/s/ WILLIAM SMITH         Director                August 13, 1998
    William Smith



                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description


4        The Gottschalks Inc. 1998                   
         Stock Option Plan.

5        Opinion of Warren L. Williams,     
         Esq. (opinion re legality).

23.1     Consent of Independent                      
         Auditors.

23.2     Consent of Warren L. Williams,     
         Esq. (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17456}]
{"company-data": {"conformed-name": "GOTTSCHALKS INC", "cik": "0000790414", "assigned-sic": "5311", "irs-number": "770159791", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61471", "film-number": "98688891"}, "business-address": {"street1": "7 RIVER PARK PL E", "street2": "P O BOX 28920", "city": "FRESNO", "state": "CA", "zip": "93720", "phone": "2094348000"}, "mail-address": {"street1": "7 RIVER PARK PLACE EAST", "street2": "P O BOX 28920", "city": "FRESNO", "state": "CA", "zip": "93720"}}
As filed with the Securities and Exchange Commission on August
13, 1998
                                         Registration No. ______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________
                                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________
                                      
                              GOTTSCHALKS INC.
           (Exact name of registrant as specified in its charter)
                             ___________________
                                      
             Delaware                           77-0159791
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)           Identification No.)

              7 River Park Place East, Fresno, California 93720
                  (Address of principal executive offices)

                 The Gottschalks Inc. 1998 Stock Option Plan
                          (Full title of the plan)
                               ______________
                                      
                          Warren L. Williams, Esq.
                               General Counsel
                              GOTTSCHALKS INC.
                           7 River Park Place East
                          Fresno, California 93720
                   (Name and address of agent for service)
                             ___________________
                                      
Telephone number, including area code, of agent for service: 
(209) 434-4800
                             ___________________
                                      
                                  Copy to:
                           D. Stephen Antion, Esq.
                            O'Melveny & Myers LLP
                      400 South Hope Street, Suite 1500
                       Los Angeles, California  90071
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                      
                                 Proposed       Proposed
                                 maximum        maximum
Title of            Amount       offering       aggregate    Amount of
securities          to be        price          offering     registration
to be registered    registered   per unit       price        fee
Common Stock, $.01  1,000,000(1) $8.71875(2)   $8,718,750(2) $2,572(2)
par value           shares

          (1)  This Registration Statement covers, in addition to
               the number of shares of Common Stock stated above,
               options and other rights to purchase or acquire
               the shares of Common Stock covered by the
               Prospectus and, pursuant to Rule 416 under the
               Securities Act of 1933 as amended, an additional
               indeterminate number of shares which by reason of
               certain events specified in the Plan may become
               subject to the Plan.
          (2)  Pursuant to Rule 457(h) under the Securities Act 
               of 1933 as amended, the maximum offering price,
               per share and in the aggregate, and the
               registration fee were calculated based upon the
               average of the high and low prices of the Common
               Stock on August 10,  1998 as reported on the New
               York Stock Exchange and published in the Western
               Edition of the Wall Street Journal.

                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
                                
          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and

Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                

Item 3.   Incorporation of Certain Documents by Reference

          The following documents of Gottschalks Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          fiscal year ended January 31, 1998;

     (b)  The Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended April 30, 1998; and

     (c)  The description of the Company's Common Stock
          contained in the registration statement (and past and
          future amendments thereto) for the Common Stock filed
          under Section 12 of the Securities and Exchange Act of
          1934, as amended (the "Exchange Act") including any
          amendment or report filed for the purpose of updating
          such description.
          
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold, are deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
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 or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities
          
          The Company's Common Stock is registered pursuant
          to Section 12 of the Exchange Act, and therefore,
          the description of securities is omitted.
          
          
Item 5.   Interests of Named Experts and Counsel
          
          Not Applicable.
          
          
Item 6.   Indemnification of Directors and Officers
          
          
          Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933.  Pursuant to Section 145 of the Delaware
General Corporation Law (the "DGCL"), a corporation may indemnify
an officer or director if that person acted in good faith and in
a manner reasonabloy believed to be in or or not opposed to the
best interests of the corporation, and, with respect to criminal
actions or proceedings, had no reason to believe the conduct was
unlawful.

          The Certificate of Incorporation of the Company limits
directors' liability for monetary damages to the Company and its
stockholders for breaches of fiduciary duty to the fullest extent
permitted by the DGCL.

          The Company's Bylaws provide that each director or
officer of the Company who was or is a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or
is or was serving at the request of the Company as a director,
officer, employee or agent of another  corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity or
in another capacity while serving as director, officer, employee
or agent, shall be indemnified and held harmless by the Company
to the fullest extent permitted by the laws of Delaware, as  the
same exist or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said
law permitted the Company to provide prior to such amendment),
against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such
proceeding (or part thereof) was initiated or authorized by one
or more members of the Company's Board of Directors.  The right
to indemnification shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that if the DGCL so requires, the
payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
a proceeding shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it will ultimately be determined
that such director or officer is not entitled to be indemnified.

Item 7.   Exemption from Registration Claimed
          
          Not Applicable.
          
          
Item 8.   Exhibits
          
          See the attached Exhibit Index at page S-3.
          
          
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 of 1933 (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;
          and
               
               (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 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; and
          
          (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 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
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange 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 Fresno, State of California, on this 13th day of
August, 1998.

                         GOTTSCHALKS INC.
                         
                         
                         
                         By:    /s/  JOE
                         LEVY
                              Joe Levy
                              Chairman and Chief Executive
                              Officer
                              
                              
          Pursuant to the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed below  by  the
following persons in the capacities and on the dates indicated.

    Signature             Title                        Date

/s/ JOE LEVY            Chairman and Chief       August 13, 1998
    Joe Levy            Executive Officer

/s/ JAMES R. FAMALETTE  President, Chief         August 13, 1998
    James R. Famalette  Operating Officer and
                        Director

/s/ BRET W. LEVY        Vice President, Treasurer August 13, 1998
    Bret W. Levy        and Director

/s/ MAX GUTMANN         Director                  August 13, 1998
    Max Gutmann

/s/ ALAN WEINSTEIN      Senior Vice President     August 13, 1998
    Alan Weinstein      and Chief Financial Officer

/s/ SHARON LEVY          Director                 August 13, 1998
    Sharon Levy

/s/ JOSEPH J. PENBERA    Director                 August 13, 1998
    Joseph J. Penbera

/s/ FREDERICK R. RUIZ    Director                 August 13, 1998
    Frederick R. Ruiz

/s/ O. JAMES WOODWARD III Director                August 13, 1998
    O. James Woodward III

/s/ WILLIAM SMITH         Director                August 13, 1998
    William Smith

                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description

4        The Gottschalks Inc. 1998                   
         Stock Option Plan.

5        Opinion of Warren L. Williams,     
         Esq. (opinion re legality).

23.1     Consent of Independent                      
         Auditors.

23.2     Consent of Warren L. Williams,     
         Esq. (included in Exhibit 5).