Exhibit 10.57

CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT

This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 1, 2004(this "Amendment"), is entered into by and among GOTTSCHALKS INC., a Delaware corporation ("Borrower");GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as a Lender, and as Agent for Lenders; THE CITGROUP/BUSINESS CREDIT, INC., for itself, as a Lender, and as syndication agent for the Lenders ("Syndication Agent");and the other Lenders signatory hereto.

W I T N E S S E T H

WHEREAS, Borrower, Agent, Syndication Agent, and the Lenders are parties to that certain Amended and Restated CreditAgreement dated as of March 1, 2004 (as from time to time amended, restated, supplemented or otherwise modified, the "CreditAgreement");

WHEREAS, pursuant to Section 5.15(b) of the Credit Agreement, Borrower was required to deliver evidence of thedissolution of Gottschalks Antioch and Palmdale, Inc. to Agent on or prior to August 1, 2004. Borrower has not satisfied therequirements of Section 5.15(b). Accordingly, an Event of Default has occurred and is continuing under Section5.15(b) of the Credit Agreement (the "Designated Default");

WHEREAS, Borrower has requested that Agent and the Lenders waive the Designated Default and extend the deadline for deliveryof evidence of the dissolution of Gottschalks Antioch and Palmdale, Inc. from August 1, 2004 to March 1, 2005; 

WHEREAS, subject to the satisfaction of the terms and conditions set forth herein, Agent and the Lenders are willing to grant theBorrower's requests.

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt, adequacy andsufficiency of which are hereby acknowledged, the parties hereto hereby agree upon the terms and conditions set forth herein asfollows:

Relation to Credit Agreement; Definitions
.	This Amendment constitutes an integral part of the Credit Agreement andshall be deemed to be a Loan Document for all purposes. From and after the Amendment No. 1 Effective Date, each reference in theCredit Agreement to "this Agreement," "hereunder," "hereof," or words of like import referring to the Credit Agreement, and eachreference in the other Loan Documents to "the Credit Agreement," "thereunder," "thereof" or words of like import referring to the CreditAgreement, shall mean and be a reference to the Credit Agreement as amended hereby. Capitalized terms not otherwise definedherein shall have the meanings ascribed to them in the Credit Agreement or 
Annex A
 thereto. 
Consent and Waiver
. Upon, and subject to, the satisfaction of each of the conditions set forth in 
Section 8
hereto, Agent and the Lenders hereby (a) consent to the amendment of 
Section (c)(iii)(B)
 of 
Annex C
 of the CreditAgreement as set forth herein, and (b) waive the Designated Default. 
Amendments to the Credit Agreement.
- Annex A  to the Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order:
""Activation Notice" has the meaning ascribed to it in Annex C."
""Amendment No. 1" means that certain Consent and Amendment No. 1 to Credit Agreement dated as of December 1,2004 by and among Borrower, Agent, Syndication Agent, and the Lenders signatory thereto."
""Amendment No. 1 Effective Date" means the date on which Amendment No. 1 becomes effective upon the satisfactionin full in the judgment of Agent of each of the conditions set forth therein."
Annex A
 to the Credit Agreement is hereby further amended by amending and restating the following definitions in theirentirety as follows:

""Loan Documents" means the Agreement, the Amendment No. 1, the Notes, the Collateral Documents, the MasterStandby Agreement, the Master Documentary Agreement, and all other agreements, instruments, documents and certificates identifiedin the Closing Checklist executed and delivered to, or in favor of, Agent or any Lenders and including all other pledges, powers ofattorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now orhereafter executed by or on behalf of any Credit Party or any employee of any Credit Party, and delivered to Agent or any Lender inconnection with the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Documentto a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements orother modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all timessuch reference becomes operative."
Section 5.15(b)
 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"(b) 	Gottschalks Antioch and Palmdale. As soon as is reasonably practicable, but in no event later than March 1,2005, Borrower shall deliver to Agent evidence of the dissolution of Gottschalks Antioch and Palmdale, Inc., satisfactory to Agent."
Representations and Warranties
. To induce Agent and Lenders to enter into this Amendment, Borrower hereby representand warrant that:
- The execution, delivery and performance of this Amendment and the performance of the Credit Agreement, as amended by thisAmendment, by Borrower: (a) are within Borrower's organizational power; (b) have been duly authorized by all necessary or properaction; (c) do not contravene any provision of Borrower's charter or bylaws or equivalent organizational documents; (d) do not violateany law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach ortermination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture,mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property isbound; (f) do not result in the creation or imposition of any Lien upon any of the property of Borrower other than those in favor of Agentpursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any otherPerson.
- This Amendment has been duly executed and delivered by or on behalf of Borrower.
- This Amendment constitutes a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with itsterms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affectingcreditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
- No Default or Event of Default has occurred (other than the Designated Default) and is continuing after giving effect to thisAmendment.
- No action, claim or proceeding is now pending or, to the knowledge of Borrower, threatened against Borrower, at law, in equity orotherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government or of any agency orsubdivision thereof, or before any arbitrator or panel of arbitrators, (i) which challenges Borrower's right, power, or competence to enterinto this Amendment or, to the extent applicable, perform any of its obligations under this Amendment, the Credit Agreement asamended hereby or any other Loan Document, or the validity or enforceability of this Amendment, the Credit Agreement as amendedhereby or any other Loan Document or any action taken under this Amendment, the Credit Agreement as amended hereby or any otherLoan Document or (ii) which if determined adversely, is reasonably likely to have or result in a Material Adverse Effect after giving effectto this Amendment. To the knowledge of Borrower, there does not exist a state of facts which is reasonably likely to give rise to suchproceedings.
- The representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document shall betrue and correct on and as of the Amendment No. 1 Effective Date with the same effect as if such representations and warranties hadbeen made on and as of such date, except that any such representation or warranty which is expressly made only as of a specifieddate need be true only as of such date.
No Other Amendments.
 Except for the consent and waiver set forth in 
Section 2
 of this Amendment and theamendments set forth in 
Section 3
 of this Amendment, the Credit Agreement shall be unmodified and shall continue to be infull force and effect in accordance with its terms. Except as expressly set forth herein, this Amendment shall not be deemed a waiver ofany term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Agent, for itself andLenders, may now have or may have in the future under or in connection with any Loan Document or any of the instruments oragreements referred to therein, as the same may be amended from time to time. The consent and waiver set forth in 
Section 2
of this Amendment is limited to the precise terms thereof, and Agent and the Lenders are not obligated to consider or consent to anyadditional request by Borrower for any other consent, waiver, forbearance or amendment with respect to this Amendment or any otherLoan Document. 
Outstanding Indebtedness; Waiver of Claims
. Borrower hereby acknowledges and agrees that as of December 1, 2004the aggregate outstanding principal amount of the Revolving Loans is $79,392,703.73 and the aggregate outstanding principal amountof the Term Loan is $9,000,000 and that such principal amounts are payable pursuant to the Credit Agreement without defense, offset,withholding, counterclaim or deduction of any kind. Each Credit Party, each of their successors-in-title, legal representatives andassignees and, to the extent the same is claimed by right of, through or under any Credit Party, for their past, present and futureemployees, agents, representatives, officers, directors, shareholders, and trustees, does hereby forever remise, release and dischargethe Agent and each Lender and each of their respective successors-in-title, legal representatives and assignees, past, present andfuture officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionalsand all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable toany Credit Party, or any of them (collectively hereinafter the "
Lender Parties
"), from any and all manner of action and actions,cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings,bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claimsof costs, penalties, attorneys' fees, or any other compensation, recovery or relief on account of any liability, obligation, demand orcause of action of whatever nature relating to, arising out of or in connection with the Credit Agreement or any other Loan Document,including but not limited to, acts, omissions to act, actions, negotiations, discussions and events resulting in the finalization andexecution of this Amendment, as, among and between the Borrower and the Lender Parties, such claims whether now accrued andwhether now known or hereafter discovered from the beginning of time through the date hereof.

Each Credit Party hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefitsthat it may have under Section 1542 of the California Civil Code, or any other similar provision of any other jurisdiction, as against theLender Parties. Section 1542 of the Civil Code of California provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TOEXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Each Credit Party hereby acknowledges that the foregoing waiver of the Section 1542 of the California Civil Code was separatelybargained for. Each Credit Party knowingly, voluntarily, intentionally and expressly waives any and all rights and benefits conferred bySection 1542, or by any law of the any state or territory of the United States or any foreign country or principle of common law that issimilar or analogous to Section 1542 and agrees and acknowledges that this waiver is an essential term of this Amendment, withoutwhich the consideration would not have been given by the Agent and the Lenders to the Borrower. As to each and every claim releasedhereunder, each Credit Party hereby represents that it has received the advice of legal counsel with regard to the releasescontained herein.
Expenses
. Borrower hereby reconfirms its obligations pursuant to 
Section 11.3
 of the Credit Agreement to payand reimburse Agent for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred inconnection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instrumentsdelivered in connection herewith. 
Effectiveness
. This Amendment shall become effective (the "
Amendment No. 1 Effective Date
") only uponsatisfaction in full in the judgment of the Agent of each of the following conditions:
Documents
. Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in fullforce and effect; and
No Material Adverse Effect
. No event or circumstance shall have occurred which could reasonably be expected to have aMaterial Adverse Effect.
GOVERNING LAW
. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK.
Counterparts
. This Amendment may be executed by the parties hereto on any number of separate counterparts and all ofsaid counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart ofthis Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Anyparty delivering an executed counterpart of this Amendment by telefacsimile also shall deliver an original executed counterpart of thisAmendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect ofthis Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day andyear first above written. 
**GOTTSCHALKS INC.**
By: ___________________________

	Name: J. Gregory Ambro

	Title: Senior Vice President and