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 Employee Stock Purchase 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, $.01 500,000(1)  $8.71875(2) $4,359,375(2) $1,286(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.
     
          The exhibit index for this Registration Statement is on
          page S-3.

                             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
     reasonably believed to be in 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 13 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      
           Employee Stock Purchase
           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": 18300}]
{"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": "333-61473", "film-number": "98688962"}, "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 Employee Stock Purchase 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, $.01 500,000(1)  $8.71875(2) $4,359,375(2) $1,286(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.
     
          The exhibit index for this Registration Statement is on
          page S-3.

                             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
     reasonably believed to be in 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 13 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      
           Employee Stock Purchase
           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).