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                                                                   Exhibit 10.13

                             AMENDMENT NO. 5 TO THE
                                 GADZOOKS, INC.
               1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

         WHEREAS, pursuant to Section 9(a) of the 1992 Incentive and
Nonstatutory Stock Option Plan, as amended (the "Plan"), any option granted
under the Plan is exercisable at such times and under such conditions as
determined by the Board of Directors (the "Board") of Gadzooks, Inc. (the
"Company");

         WHEREAS, pursuant to Section 13(a) of the Plan, the Board may amend
the Plan from time to time; and

         WHEREAS, the Board has approved the following amendment to the Plan.

         NOW THEREFORE, the Plan is hereby amended as follows:

         (1)     The first paragraph of Section 9(a) of the Plan is hereby
                 amended to read in its entirety as follows:

                          (a)  Procedure for Exercise; Rights as a Stockholder.
                 Any Option granted hereunder shall be exercisable at such
                 times and under such conditions as determined by the Board,
                 including performance criteria with respect to the Company
                 and/or the Optionee, and as shall be permissible under the
                 terms of the Plan.  Notwithstanding the foregoing, in the
                 event of (i) a proposed sale of substantially all of the
                 Common Stock of the Company, (ii) a proposed sale of
                 substantially all of the assets of the Company, (iii) a
                 proposed merger in which the Company is not to be the
                 surviving corporation (other than with a subsidiary of the
                 Company) or (iv) any other proposed extraordinary corporate
                 transaction which, in the judgment of the Board, might deprive
                 the Optionee of the full value of the Options granted
                 hereunder, the Company shall forward written notification of
                 such transaction to the Optionee, and the Optionee shall have
                 thirty (30) days in which to exercise all or any portion of
                 the Optionee's Options granted hereunder, including any
                 portion of the Optionee's Options which have not yet vested as
                 of such date (to the extent such Options have not been
                 previously exercised), pursuant to the procedure set forth
                 below.  Upon the conclusion of such thirty-day period, unless
                 otherwise determined by the Board, all rights of the Optionee
                 hereunder shall terminate.  Any exercise of Options by the
                 Optionee shall be effective immediately prior to the
                 occurrence of the transaction giving rise to the right to
                 exercise the Options and, to the extent such transaction does
                 not occur, the exercise shall be deemed rescinded and the
                 Optionee shall again only be entitled to exercise its Options
                 according to the vesting schedules set forth in the Optionee's
                 Option Agreements issued pursuant to Section 16 hereof.
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         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment No. 5 as of the 12th day of September, 1996.



                                          GADZOOKS, INC.
                                          
                                          
                                          By:  /s/ Monty R. Standifer         
                                               --------------------------------
                                          Name:  Monty R. Standifer
                                          Title: Senior Vice President and CFO