content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 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.
                               EMPLOYEES' SAVINGS 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
  <TABLE>
  <CAPTION>
  
  ------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES              AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
             TO BE REGISTERED               REGISTERED(1)      PER SHARE(2)            PRICE(2)             FEE
  ------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>              <C>                  <C>                   <C>
  
  Common Stock, $0.01 par value
  ("Common Stock")....................          200,000          $7.4375             $1,487,500           $438.82
  ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)    The number of shares of Common Stock set forth is the maximum aggregate
         number of shares that it is anticipated will be purchased under the Plan.
         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  
  (2)    Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933 and calculated
         on the basis of the average of the high and low sales prices of the
         Common Stock on November 24, 1998, as reported by the Nasdaq National
         Market.
  
                               ----------------------
  
  
  ===============================================================================
  
  
  <PAGE>   2
  
  
  
  
  
                                       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 Gadzooks, Inc. Employees' Savings Plan's Annual Report
  on Form 11-K for the fiscal year ended December 31, 1997, as filed with the
  Commission on December 1, 1998.
  
                    (2) The Company's Quarterly Report on Form 10-Q for the
  quarter ended August 1, 1998, as filed with the Commission on September 15,
  1998.
  
                    (3) The Company's Quarterly Report on Form 10-Q for the
  quarter ended May 2, 1998, as filed with the Commission on June 9, 1998.
  
                    (4) The Company's Annual Report on Form 10-K for the fiscal
  year ended January 31, 1998, as filed with the Commission on April 27, 1998.
  
                    (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 that indicates that all securities
  offered hereby have been sold or that 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.
  
  
  
                                         1
  
  <PAGE>   3
  
  
  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 of the TBCA 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 of
  the TBCA 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, as amended, 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 on page I-1. In lieu of an
  opinion of counsel or determination letter contemplated by Item 601(b)(5) of
  Regulation S-K, the Company undertakes that it will submit the Plan and any
  amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
  and will make all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
  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.
  
  
  
                                         2
  
  <PAGE>   4
  
  
                    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 with or furnished to the
  Commission 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.
  
  
  
  
                                         3
  
  <PAGE>   5
  
  
  
                                     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 December 1, 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 December 1, 1998.
  
  
  Signature                         Title
  ---------                         -----
  
  /s/ GERALD R. SZCZEPANSKI
  -----------------------------     Chairman of the Board, Chief Executive Officer
  Gerald R. Szczepanski             and President (Principal Executive Officer)
  
  /s/ MONTY R. STANDIFER
  -----------------------------     Senior Vice President, Chief Financial
  Monty R. Standifer                Officer, Treasurer and Secretary (Principal
                                    Financial and Accounting Officer)
  /s/ LAWRENCE H. TITUS, JR.
  -----------------------------     Director
  Lawrence H. Titus, Jr.
  
  /s/ G. MICHAEL MACHENS
  -----------------------------     Director
  G. Michael Machens
  
  /s/ ROBERT E.M. NOURSE
  -----------------------------     Director
  Robert E.M. Nourse
  
  
  
  
                                        S-1
  
  <PAGE>   6
  
  
  
           Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have 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 December 1, 1998.
  
  
  
                                    GADZOOKS, INC. EMPLOYEES' SAVINGS PLAN
  
  
                                    By: /s/ GERALD R. SZCZEPANSKI
                                       ------------------------------------------
                                       Gerald R. Szczepanski
                                       Member of Administrative Committee
  
                                    By: /s/ MONTY R. STANDIFER
                                       ------------------------------------------
                                       Monty R. Standifer
                                       Member of Administrative Committee
  
                                    By:
                                       ------------------------------------------
                                       Steve Peterbaugh
                                       Member of Administrative Committee
  
  
  
                                        S-2
  
  <PAGE>   7
  
  
  
                                  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*     --     Form of Gadzooks, Inc. Employees' Savings Plan, as amended and 
                  restated.
  
  23.1*    --     Consent of PricewaterhouseCoopers LLP.
  
  23.2*    --     Consent of Travis, Wolff & Company L.L.P.
  
  24*      --     Power of Attorney (included on signature page of this 
                  Registration Statement).
  
  *  Filed herewith
  
  
  
                                         I-1
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19336}]
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 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.
                               EMPLOYEES' SAVINGS 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 MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES              AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
             TO BE REGISTERED               REGISTERED(1)      PER SHARE(2)            PRICE(2)             FEE
  ------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value
  ("Common Stock")....................          200,000          $7.4375             $1,487,500           $438.82
  ------------------------------------------------------------------------------------------------------------------
  (1)    The number of shares of Common Stock set forth is the maximum aggregate
         number of shares that it is anticipated will be purchased under the Plan.
         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  
  (2)    Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933 and calculated
         on the basis of the average of the high and low sales prices of the
         Common Stock on November 24, 1998, as reported by the Nasdaq National
         Market.
  
                               ----------------------
  
  ===============================================================================
  2
  
                                       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 Gadzooks, Inc. Employees' Savings Plan's Annual Report
  on Form 11-K for the fiscal year ended December 31, 1997, as filed with the
  Commission on December 1, 1998.
  
                    (2) The Company's Quarterly Report on Form 10-Q for the
  quarter ended August 1, 1998, as filed with the Commission on September 15,
  1998.
  
                    (3) The Company's Quarterly Report on Form 10-Q for the
  quarter ended May 2, 1998, as filed with the Commission on June 9, 1998.
  
                    (4) The Company's Annual Report on Form 10-K for the fiscal
  year ended January 31, 1998, as filed with the Commission on April 27, 1998.
  
                    (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 that indicates that all securities
  offered hereby have been sold or that 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.
  
                                         1
  3
  
  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 of the TBCA 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 of
  the TBCA 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, as amended, 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 on page I-1. In lieu of an
  opinion of counsel or determination letter contemplated by Item 601(b)(5) of
  Regulation S-K, the Company undertakes that it will submit the Plan and any
  amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
  and will make all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
  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.
  
                                         2
  4
  
                    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 with or furnished to the
  Commission 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.
  
                                         3
  5
  
                                     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 December 1, 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 December 1, 1998.
  
  Signature                         Title
  ---------                         -----
  
  /s/ GERALD R. SZCZEPANSKI
  -----------------------------     Chairman of the Board, Chief Executive Officer
  Gerald R. Szczepanski             and President (Principal Executive Officer)
  
  /s/ MONTY R. STANDIFER
  -----------------------------     Senior Vice President, Chief Financial
  Monty R. Standifer                Officer, Treasurer and Secretary (Principal
                                    Financial and Accounting Officer)
  /s/ LAWRENCE H. TITUS, JR.
  -----------------------------     Director
  Lawrence H. Titus, Jr.
  
  /s/ G. MICHAEL MACHENS
  -----------------------------     Director
  G. Michael Machens
  
  /s/ ROBERT E.M. NOURSE
  -----------------------------     Director
  Robert E.M. Nourse
  
                                        S-1
  6
  
           Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have 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 December 1, 1998.
  
                                    GADZOOKS, INC. EMPLOYEES' SAVINGS PLAN
  
                                    By: /s/ GERALD R. SZCZEPANSKI
                                       ------------------------------------------
                                       Gerald R. Szczepanski
                                       Member of Administrative Committee
  
                                    By: /s/ MONTY R. STANDIFER
                                       ------------------------------------------
                                       Monty R. Standifer
                                       Member of Administrative Committee
  
                                    By:
                                       ------------------------------------------
                                       Steve Peterbaugh
                                       Member of Administrative Committee
  
                                        S-2
  7
  
                                  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*     --     Form of Gadzooks, Inc. Employees' Savings Plan, as amended and 
                  restated.
  
  23.1*    --     Consent of PricewaterhouseCoopers LLP.
  
  23.2*    --     Consent of Travis, Wolff & Company L.L.P.
  
  24*      --     Power of Attorney (included on signature page of this 
                  Registration Statement).
  
  *  Filed herewith
  
                                         I-1