content: <PAGE>   1
  
  
  
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1996
                                                         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)
                                                          
            4801 SPRING VALLEY ROAD                       
                   SUITE 108B                             
                 DALLAS, TEXAS                                     75244
             (Address of Principal                              (Zip Code)
               Executive Offices)                         
  
  
                                   GADZOOKS, INC.
                    1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                               GERALD R. SZCZEPANSKI
                              4801 SPRING VALLEY ROAD
                                     SUITE 108B
                                DALLAS, TEXAS  75244
                      (Name and address of agent for service)
  
                                   (214) 991-5500
           (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")  . . . . . . . . . .       30,000            $38.12               $1,143,600               $394.34
  =======================================================================================================================
  </TABLE>
  
  (1) This Registration Statement also covers any additional shares that may
      hereafter become purchasable as a result of
      the adjustment provisions of the Plan.
  (2) Estimated solely for the purpose of computing the registration fee pursuant
      to Rule 457(c) and calculated on the basis of the average of the high and
      low sales prices of the Common Stock of Gadzooks, Inc. on September 12,
      1996, 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 directors of Gadzooks, Inc. (the "Company") as specified by
  Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the
  "Securities Act").
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's Quarterly Report on Form 10-Q for the quarter ended
      July 27, 1996, as filed with the Commission on September 6, 1996.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
      April 27, 1996, as filed with the Commission on June 11, 1996.
  
           (3) The Company's Annual Report on Form 10-K for the fiscal year ended
      January 27, 1996, as filed with the Commission on April 26, 1996.
  
           (4) The description of the Company's Common Stock contained in the
      Company's registration statement on Form S-1 (No. 333-00196) filed with the
      Commission on January 9, 1996, as amended by Amendment No. 1 thereto filed
      with the Commission on January 30, 1996, the Company's registration
      statement filed pursuant to Rule 462(b) and the Final Prospectus.
  
      In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent that a statement contained herein
  modifies or supersedes such statement.  Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.  Ford Lacy, the sole shareholder of a
  professional corporation which is a partner of Akin, Gump, Strauss, Hauer &
  Feld, L.L.P.,
  
  
  
  
  
                                        1
  <PAGE>   3
  is married to Cece Smith, a principal of Phillips-Smith Specialty Retail Group
  II, L.P., a shareholder of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company, a Texas corporation, is empowered by Art. 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 Art. 2.02-1 to indemnify a director or
  officer against reasonable expenses (including court costs and attorneys' fees)
  incurred by him in connection with an action, suit or proceeding in which he is
  a named defendant or respondent because he is or was a director or officer if
  he has been wholly successful, on the merits or otherwise, in the defense of
  the action, suit or proceeding.  Article 2.02-1 provides that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  shareholders or disinterested directors, or otherwise.  The Second Restated
  Articles of Incorporation and Bylaws of the Company provide for indemnification
  by the Company of its directors and officers to the fullest extent permitted by
  the TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of the
  Texas Miscellaneous Corporation Laws Act, provided in its Second Restated
  Articles of Incorporation that, to the fullest extent permitted by applicable
  law, a director of the Company shall not be liable to the Company or its
  shareholders for monetary damages for an act or omission in a director's
  capacity as director of the Company.
  
      Furthermore, the Company has entered into individual Indemnification
  Agreements with each director of the Company which contractually obligate the
  Company to provide to the directors (i) indemnification; (ii) insurance or
  self- insurance in lieu thereof; and (iii) additional indemnification.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      The issuance of restricted securities was completed without registration
  under the Securities Act in reliance on the exemption provided by Section 4(2)
  of the Securities Act.  In relying on this exemption, the Company relied on the
  limited extent and purpose of the issuance.
  
  ITEM 8.  EXHIBITS.
  
      See Index to Exhibits, attached hereto.
  
  ITEM 9.  UNDERTAKINGS.
  
      (a)  The undersigned registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:
  
           (i)To include any prospectus required by Section 10(a)(3) of the
      Securities Act;
  
          (ii)To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;
  
  
  
  
  
                                        2
  <PAGE>   4
         (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement.
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the registrant
      pursuant to Section 13 or Section 15(d) of the Exchange Act that are
      incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.
  
      (b)  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
      (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
  
  
  
  
                                        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 Dallas, State of Texas on August 21, 1996.
  
                                              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 August 21, 1996.
  
  <TABLE>
  <CAPTION>
  Signature                                                      Title
  - ---------                                                      -----
  <S>                                                            <C>
   /s/ Gerald R. Szczepanski                                     Chairman of the Board, Chief Executive Officer
  - -----------------------------------------------                and President (Principal Executive Officer)   
  Gerald R. Szczepanski                                          
  
  
   /s/ Monty R. Standifer                                        Senior Vice President, Chief Financial
  - -----------------------------------------------                Officer, Treasurer and Secretary (Principal
  Monty R. Standifer                                             Financial and Accounting Officer)
  
  
   /s/ Lawrence H. Titus, Jr.                                    Director
  - -----------------------------------------------                        
  Lawrence H. Titus, Jr.
  
  
   /s/ G. Michael Machens                                        Director
  - -----------------------------------------------                        
  G. Michael Machens
  
  
   /s/ Alan W. Crites                                            Director
  - -----------------------------------------------                        
  Alan W. Crites
  
  
   /s/ Robert E.M. Nourse                                        Director
  - -----------------------------------------------                        
  Robert E.M. Nourse
  </TABLE>
  
  
  
  
  
                                        S-1
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number           Description of Exhibits
  - ------           -----------------------
  <S>        <C>   <C>
  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        --    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).
          
  4.4        --    1995 Non-employee Director Stock Option Plan (filed as Exhibit
                   10.10 to the Company's Form S-1 (No. 333-00196) filed with the
                   Commission on January 9, 1996 and incorporated herein by
                   reference).
          
  5.1        --    Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld,
                   L.L.P.
  
  23.1       --    Consent of Price Waterhouse LLP.
  
  23.2       --    Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                   in its opinion filed as Exhibit 5.1 hereto).
  
  24         --    Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18193}]
metadata_filer: {"company-data": {"conformed-name": "GADZOOKS INC", "cik": "0000924140", "assigned-sic": "5651", "irs-number": "742261048", "state-of-incorporation": "TX", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12097", "film-number": "96630843"}, "business-address": {"street1": "4801 SPRING VALLEY STE 108B", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "2149915500"}, "mail-address": {"street1": "4801 SPRING VALLEY ROAD SUITE 108B", "city": "DALLAS", "state": "TX", "zip": "75244"}}
text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1996
                                                         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)
                                                          
            4801 SPRING VALLEY ROAD                       
                   SUITE 108B                             
                 DALLAS, TEXAS                                     75244
             (Address of Principal                              (Zip Code)
               Executive Offices)                         
  
                                   GADZOOKS, INC.
                    1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                               GERALD R. SZCZEPANSKI
                              4801 SPRING VALLEY ROAD
                                     SUITE 108B
                                DALLAS, TEXAS  75244
                      (Name and address of agent for service)
  
                                   (214) 991-5500
           (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")  . . . . . . . . . .       30,000            $38.12               $1,143,600               $394.34
  =======================================================================================================================
  (1) This Registration Statement also covers any additional shares that may
      hereafter become purchasable as a result of
      the adjustment provisions of the Plan.
  (2) Estimated solely for the purpose of computing the registration fee pursuant
      to Rule 457(c) and calculated on the basis of the average of the high and
      low sales prices of the Common Stock of Gadzooks, Inc. on September 12,
      1996, 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 directors of Gadzooks, Inc. (the "Company") as specified by
  Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the
  "Securities Act").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's Quarterly Report on Form 10-Q for the quarter ended
      July 27, 1996, as filed with the Commission on September 6, 1996.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
      April 27, 1996, as filed with the Commission on June 11, 1996.
  
           (3) The Company's Annual Report on Form 10-K for the fiscal year ended
      January 27, 1996, as filed with the Commission on April 26, 1996.
  
           (4) The description of the Company's Common Stock contained in the
      Company's registration statement on Form S-1 (No. 333-00196) filed with the
      Commission on January 9, 1996, as amended by Amendment No. 1 thereto filed
      with the Commission on January 30, 1996, the Company's registration
      statement filed pursuant to Rule 462(b) and the Final Prospectus.
  
      In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent that a statement contained herein
  modifies or supersedes such statement.  Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.  Ford Lacy, the sole shareholder of a
  professional corporation which is a partner of Akin, Gump, Strauss, Hauer &
  Feld, L.L.P.,
  
                                        1
  3
  is married to Cece Smith, a principal of Phillips-Smith Specialty Retail Group
  II, L.P., a shareholder of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company, a Texas corporation, is empowered by Art. 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 Art. 2.02-1 to indemnify a director or
  officer against reasonable expenses (including court costs and attorneys' fees)
  incurred by him in connection with an action, suit or proceeding in which he is
  a named defendant or respondent because he is or was a director or officer if
  he has been wholly successful, on the merits or otherwise, in the defense of
  the action, suit or proceeding.  Article 2.02-1 provides that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  shareholders or disinterested directors, or otherwise.  The Second Restated
  Articles of Incorporation and Bylaws of the Company provide for indemnification
  by the Company of its directors and officers to the fullest extent permitted by
  the TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of the
  Texas Miscellaneous Corporation Laws Act, provided in its Second Restated
  Articles of Incorporation that, to the fullest extent permitted by applicable
  law, a director of the Company shall not be liable to the Company or its
  shareholders for monetary damages for an act or omission in a director's
  capacity as director of the Company.
  
      Furthermore, the Company has entered into individual Indemnification
  Agreements with each director of the Company which contractually obligate the
  Company to provide to the directors (i) indemnification; (ii) insurance or
  self- insurance in lieu thereof; and (iii) additional indemnification.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      The issuance of restricted securities was completed without registration
  under the Securities Act in reliance on the exemption provided by Section 4(2)
  of the Securities Act.  In relying on this exemption, the Company relied on the
  limited extent and purpose of the issuance.
  
  ITEM 8.  EXHIBITS.
  
      See Index to Exhibits, attached hereto.
  
  ITEM 9.  UNDERTAKINGS.
  
      (a)  The undersigned registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:
  
           (i)To include any prospectus required by Section 10(a)(3) of the
      Securities Act;
  
          (ii)To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;
  
                                        2
  4
         (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement.
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the registrant
      pursuant to Section 13 or Section 15(d) of the Exchange Act that are
      incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.
  
      (b)  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
      (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
                                        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 Dallas, State of Texas on August 21, 1996.
  
                                              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 August 21, 1996.
  Signature                                                      Title
  - ---------                                                      -----
  /s/ Gerald R. Szczepanski                                     Chairman of the Board, Chief Executive Officer
  - -----------------------------------------------                and President (Principal Executive Officer)   
  Gerald R. Szczepanski                                          
  
   /s/ Monty R. Standifer                                        Senior Vice President, Chief Financial
  - -----------------------------------------------                Officer, Treasurer and Secretary (Principal
  Monty R. Standifer                                             Financial and Accounting Officer)
  
   /s/ Lawrence H. Titus, Jr.                                    Director
  - -----------------------------------------------                        
  Lawrence H. Titus, Jr.
  
   /s/ G. Michael Machens                                        Director
  - -----------------------------------------------                        
  G. Michael Machens
  
   /s/ Alan W. Crites                                            Director
  - -----------------------------------------------                        
  Alan W. Crites
  
   /s/ Robert E.M. Nourse                                        Director
  - -----------------------------------------------                        
  Robert E.M. Nourse
  S-1
  6
                                 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        --    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).
          
  4.4        --    1995 Non-employee Director Stock Option Plan (filed as Exhibit
                   10.10 to the Company's Form S-1 (No. 333-00196) filed with the
                   Commission on January 9, 1996 and incorporated herein by
                   reference).
          
  5.1        --    Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld,
                   L.L.P.
  
  23.1       --    Consent of Price Waterhouse LLP.
  
  23.2       --    Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                   in its opinion filed as Exhibit 5.1 hereto).
  
  24         --    Power of Attorney (included on signature page of this Registration Statement).