<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

       For Annual and Transition Reports Pursuant to Sections 13 or 15(d)
                     of the Securities Exchange Act of 1934

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    FOR THE FISCAL YEAR ENDED JANUARY 30, 1999

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    FOR THE TRANSITION PERIOD FROM _______ TO _______

                         COMMISSION FILE NUMBER 0-26732

                                 GADZOOKS, INC.
             (Exact name of registrant as specified in its charter)

            TEXAS                                                 74-2261048    
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

    4121 INTERNATIONAL PARKWAY
           CARROLLTON, TEXAS                                          75007
(Address of principal executive offices)                            (Zip Code)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 307-5555

Securities Registered Pursuant to Section 12(b) of the Act:  NONE

Securities Registered Pursuant to Section 12(g) of the Act:

                               TITLE OF EACH CLASS
                               -------------------
    
                          Common Stock, $0.01 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
     Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
          ---

     The aggregate market value of Common Stock held by non-affiliates of the
registrant on April 23, 1999 was approximately $78,282,598. All outstanding
shares of voting stock, except for shares held by executive officers and members
of the Board of Directors and their affiliates, are deemed to be held by
non-affiliates.

     On April 23, 1999, the registrant had 8,892,736 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part II incorporates information by reference from the registrant's Annual
Report to Shareholders for the fiscal year ended January 30, 1999, filed
herewith as Exhibit 13.

     Part III incorporates information by reference from the definitive Proxy
Statement for the 1999 Annual Meeting of Shareholders, to be filed with the
Commission no later than 120 days after the end of the registrant's fiscal year
covered by this Form 10-K.


<PAGE>   2


                                     PART I

ITEM 1. BUSINESS.

     Gadzooks, Inc. (the "Company" or "Gadzooks") is a mall-based specialty
retailer of casual apparel and related accessories for young men and women,
principally between the ages of 13 and 19. At fiscal year-end 1998, the Company
operated 312 stores in both metropolitan and middle markets in 32 states. The
Company opened 63 new stores and closed one store during fiscal 1998. In
addition, the Company plans to open approximately 30 new stores in fiscal 1999,
five of which have been opened as of April 1999.

     Management believes that current demographic trends provide the Company
with the opportunity to continue its store expansion program. According to the
U.S. Census Bureau, there are approximately 25 million teenagers in the United
States today and the number is expected to grow to approximately 31 million by
the year 2010. Management believes that teenagers represent both a growing part
of the U.S. population and an increasing source of purchasing power.

     The Company was incorporated in Texas in 1982, its executive offices are
located at 4121 International Parkway, Carrollton, Texas 75007 and its telephone
number is (972) 307-5555.

BUSINESS STRATEGY

     The Company is a leading retailer of brand name casual apparel and related
accessories to teenagers. The principal elements of the Company's business
strategy are:

     o Focus on the Male and Female Teenage Customer. The Gadzooks concept
     focuses on providing fashionable casual apparel and accessories to both
     male and female teenage customers. By offering merchandise for both sexes,
     Gadzooks believes that it serves a broader customer base than many of its
     specialty store competitors thereby reducing the potential fashion risk of
     concentrating on one gender exclusively. Furthermore, Gadzooks believes
     that it attracts additional customers by creating a shopping environment
     where it is comfortable for both males and females to shop with friends, as
     well as on their own.

     o Multiple Merchandise Categories. A key component of the Company's
     merchandising strategy is to reduce its dependence on any one fashion,
     style, brand or item by offering products in a broad range of categories.
     Each Gadzooks store carries approximately 1,600 stock-keeping units or
     "SKUs" (excluding different sizes of the same item), including woven and
     knit tops, jeans, shorts, junior dresses, swimwear, t-shirts, footwear,
     sunglasses, watches, jewelry and other accessory items. The Company
     regularly monitors store sales by classification, style and size to
     identify emerging fashion trends, and manages the product mix in its stores
     to respond to the spending patterns of its customers. The Company believes
     that its success to date has been largely attributable to its ability to
     meet the changing fashion preferences of its customers.

     o Emphasis on Brand Name Merchandise. Another key feature of the Company's
     merchandising strategy is to offer a wide variety of popular brand name
     merchandise based on its belief that its customers shop primarily for
     recognized labels and designs. The Company's merchandise includes high
     visibility names such as L.E.I., JNCO, Dr. Marten, Billabong, and Mudd and
     other popular fashions and brand name merchandise. The Company concentrates
     on merchandise that appeals to the mainstream teenager rather than relying
     on "cutting edge" products. The Company believes that this strategy is
     consistent with its philosophy of responding to its customers' fashion
     preferences as opposed to attempting to establish fashion trends.



                                       2
<PAGE>   3


     o Metropolitan and Middle Market Locations. A central aspect of the
     Company's strategy has been the development of a store concept that is
     successful in both metropolitan and middle markets. The Company believes
     that teenagers throughout the United States frequently have similar fashion
     preferences as a result of the influence of television programs, MTV, and
     music and fashion magazines. As a result, the Company has been able to
     operate stores successfully across a broad range of demographic and
     geographic markets, increasing the number of potential sites available to
     the Company.

     o Attentive Customer Service. The Company is committed to offering
     professional and attentive customer service. Gadzooks hires young,
     energetic, service-oriented sales associates who understand teenagers and
     can relate to their changing needs and preferences. The Company strives to
     give its teenage customers the same level of respect and attention that is
     generally given to adult customers at other retail stores. The Company
     trains sales associates to greet each customer personally, to inform the
     customer about new fashion trends and to suggest merchandise to suit the
     customer's wardrobe and lifestyle needs. The Company believes that the high
     level of service given to its teenage customers differentiates Gadzooks
     from its competition.

     o Entertaining Store Environment. The Company believes that its stores are
     visually appealing and provide a fun and enjoyable shopping experience for
     its customers. Gadzooks stores are designed to create a high energy, fun
     environment using neon lighting, television monitors featuring popular
     music videos, playful mannequins and creative, eye-catching signage. The
     Company's signature Volkswagen Beetle is a feature attraction in the
     stores. The Company believes that its entertaining store design encourages
     customers to visit the stores more frequently and to shop in the stores for
     longer periods of time. While Gadzooks stores are designed to appeal
     primarily to the teenage customer, the Company also strives to create a
     shopping environment that is comfortable for adults.

     o Investment in Systems and Personnel. The Company is committed to
     investing in information systems and using current technology to help
     execute its merchandising strategy. The Company's systems provide its
     buyers and merchandise planners with daily sales and inventory information
     by store, SKU and size, allowing Gadzooks to respond to changing customer
     preferences and to stock the appropriate quantities and styles of
     merchandise at each store. The Company is also committed to attracting and
     retaining highly-qualified, service-oriented management and sales
     associates and providing them with career advancement opportunities. The
     corporate culture at Gadzooks promotes the open exchange of new ideas and
     information between all levels of the Company, thereby enabling management
     to supplement the data from its information systems with the practical
     experience of its employees.

     o Distribution Capabilities. The Company has a 110,000 square-foot
     distribution center that can support the merchandising needs of about 500
     stores, providing for our continued store expansion into the next century.
     The Company believes the distribution center is a critical element in its
     future growth plans.



                                       3
<PAGE>   4

STORE LOCATIONS

     As of April 23, 1999, the Company operated 317 stores in 32 states. The
Company's existing stores are located in metropolitan markets such as Dallas,
Chicago, Atlanta, Boston and Kansas City, as well as middle markets such as
Amarillo, Texas; Tupelo, Mississippi; and Roanoke, Virginia. The following store
list shows the number of stores that Gadzooks operates in each state and the
cities in which Gadzooks stores are located.

<TABLE>
<CAPTION>
         ALABAMA                      KANSAS                  MISSOURI                   OKLAHOMA                TEXAS - CONT.   
         -------                      ------                  --------                   --------                -------------   
<S>                           <C>                      <C>                       <C>                        <C>
        Huntsville                     Hays                   Columbia                     Enid                   Port Arthur    
          Mobile                    Hutchinson             Jefferson City                 Lawton                  San Angelo     
        Montgomery                  Manhattan                  Joplin                     Norman                San Antonio (4)  
                                      Salina               Kansas City (3)          Oklahoma City (4)               Sherman
         ARKANSAS                     Topeka                 Springfield                 Shawnee                    Temple
         --------                  Wichita (2)              St. Louis (3)               Tulsa (2)                  Texarkana
       Fayetteville                                                                                                  Tyler
        Fort Smith                   KENTUCKY                 NEBRASKA                 PENNSYLVANIA                Victoria
        Jonesboro                    --------                 --------                 ------------                  Waco
     Little Rock (2)                 Ashland                Grand Island                 Altoona                 Wichita Falls
                                 Bowling Green                Lincoln                     Erie
        FLORIDA                   Elizabethtown               Omaha (2)                 Harrisburg                 VIRGINIA
        -------                Florence/Cincinnati                                      Johnstown                  --------
        Fort Myers                  Owensboro               NEW HAMPSHIRE               Lancaster
       Jacksonville                 Lexington               -------------            Philadelphia (2)           Charlottesville
       Orlando (3)                Louisville (2)             Manchester                  Scranton                 Chesapeake
        Pensacola                    Paducah                    Salem                 State College             Christiansburg
       Tallahassee                                                                                                 Danville
        Tampa (2)                   LOUISIANA                NEW JERSEY               SOUTH CAROLINA         Dulles/Washington D.C.
                                    ---------                ----------               --------------            Fredericksburg
         GEORGIA                    Alexandria                Freehold                Charleston (2)             Harrisonburg
         -------                 Baton Rouge (2)             Livingston                Columbia (2)                Manassas
          Athens                   Bossier City             Mays Landing                Greenville               Newport News
       Atlanta (7)                    Houma                    Paramus                 Myrtle Beach                 Norfolk
         Augusta                    Lafayette           Depford/Philadelphia           Spartanburg                  Roanoke
          Macon                    Lake Charles               Rockaway                                            Springfield
                                      Monroe                   Wayne                   SOUTH DAKOTA             Virginia Beach
         ILLINOIS                New Orleans (3)                                       ------------               Winchester
         --------                   Shreveport               NEW MEXICO                Sioux Falls                             
       Bloomington                                           ----------                                          WEST VIRGINIA
        Carbondale                   MARYLAND              Albuquerque (2)              TENNESSEE                -------------
        Champaign                    --------                Las Cruces                 ---------                 Bridgeport
       Chicago (13)               Baltimore (2)               Santa Fe                 Chattanooga              Charleston (2)
Fairview Heights/St. Louis          Frederick                                          Clarksville                Morgantown
          Moline                                              NEW YORK                   Jackson                  Parkersburg
          Peoria                  MASSACHUSETTS               --------                 Johnson City                            
         Rockford                 -------------              Albany (2)                 Kingsport                  WISCONSIN
       Springfield                  Boston (5)                 Nanuet                 Knoxville (2)                ---------
                                                            Rochester (3)              Memphis (3)
         INDIANA                     MICHIGAN               Staten Island             Nashville (3)                Appleton
         -------                     --------               Syracuse (2)                                          Eau Claire
         Elkhart                    Ann Arbor                                             TEXAS                    Green Bay
        Evansville                 Battlecreek             NORTH CAROLINA                 -----                   Madison (2)
        Fort Wayne                 Detroit (4)             --------------                Abilene                 Milwaukee (4)
       Indianapolis                   Flint                 Charlotte (2)                Amarillo                   Wausau
        Lafayette                  Grand Rapids                Concord                  Austin (2)
       Merrillville                  Holland                Fayetteville                 Beaumont
          Muncie                     Jackson                 Greensboro              College Station
        South Bend                    Monroe                   Hickory                Corpus Christi
       Terre Haute                  Port Huron               High Point            Dallas/Fort Worth (9)
                                     Portage             Raleigh-Durham (3)              Denton
           IOWA                      Saginaw                Winston-Salem              El Paso (3)
           ----                                                                         Harlingen
     Cedar Rapids (2)               MINNESOTA                   OHIO                   Houston (12)
      Council Bluffs                ---------                   ----                     Killeen
        Davenport                    Mankato               Cincinnati (2)                Laredo
      Des Moines (3)          Minneapolis/St. Paul (3)      Cleveland (4)               Longview
         Dubuque                    St. Cloud                 Columbus                   Lubbock
        Fort Dodge                                            Dayton (2)                 McAllen
        Iowa City                  MISSISSIPPI                  Heath                    Midland
        Sioux City                 -----------                Lancaster                  Odessa
                                      Biloxi                    Lima                               
                                   Hattiesburg                Mansfield
                                     Jackson              New Philadelphia
                                     Meridian                   Niles
                                     Tupelo                St. Clairsville
                                                              Sandusky
                                                               Toledo
                                                             Youngstown
                                                             Zanesville
</TABLE>                                                               

                                       4
<PAGE>   5

EXPANSION STRATEGY

     The following table provides a history of the Company's store expansion
program over the past five fiscal years.

<TABLE>
<CAPTION>
                                                              FISCAL YEAR               
                                                 ------------------------------------
                                                 1994    1995    1996   1997     1998   
                                                 ----    ----    ----   ----     ----   
<S>                                              <C>     <C>    <C>     <C>     <C>
Number of stores open at beginning of period....  65      90     126     183     250
Number of new stores opened ....................  26      39      57      67      63
Number of stores closed ........................   1       3      --      --       1
                                                 ---     ---     ---     ---     ---
Number of stores open at end of period .........  90     126     183     250     312
                                                 ===     ===     ===     ===     ===
</TABLE>


     The Company's expansion strategy is to continue to open stores in enclosed
shopping malls in both metropolitan and middle markets. The Company expects to
open approximately 20-30 new stores during fiscal 1999, five of which have been
opened as of April 1999. The Company believes that the broad appeal of the
Gadzooks concept enables it to operate successfully in diverse geographic and
demographic markets, thereby increasing the total number of potential sites
available to the Company.

     The Company selects locations for new store openings to achieve a balance
between (i) test markets where the Company has had no previous operating
experience, (ii) new markets where the Company has tested a Gadzooks store and
believes that the Company can successfully expand, and (iii) mature markets
where the Company desires to add new stores at attractive locations as they
become available. In general, the Company will open the highest number of stores
in new markets where the Company's concept has recently been introduced and
where the Company believes that it can capitalize on the potential of these
markets. The Company typically expands from existing markets into contiguous new
markets and attempts to cluster its stores within a market area in order to
achieve management and operating efficiencies and to enhance its name
recognition. In addition, from time to time the Company analyzes stores for
potential closing.

     The Company has from time to time analyzed potential acquisitions of small
chains of stores that serve its target customer in order to provide the Company
with more rapid access to desirable locations and new markets. The Company may
consider such acquisitions again in the future. Except for a limited number of
stores acquired from former franchisees, the Company has never made any such
acquisitions and does not currently have any agreements for any in the future.

STORE-LEVEL ECONOMICS

     In 1998, the Company's 312 stores averaged $717,976 in annualized net sales
or approximately $306 in annualized net sales per square foot. In general, the
Company's newer stores typically generate lower sales volumes and operating cash
flow than its more mature stores. Capital expenditures, including leasehold
improvements and furniture and fixtures, for the 63 new stores opened during
fiscal 1998 averaged approximately $180,000 (approximately $105,000 net of all
landlord allowances), and initial gross inventory requirements (which were
partially financed by trade credit) averaged approximately $100,000 per store.
Pre-opening costs ranged from $9,000 to $13,000 for travel, hiring and training,
and other miscellaneous costs associated with the set-up of a new store prior to
its opening for business. Inventory requirements vary at new stores depending on
the season during which they are opened and current fashion trends. There can be
no assurance that future average store-level sales and operating cash flow will
not vary from historical results or that the total estimated capital
expenditures for new stores will not increase.


                                       5
<PAGE>   6


MERCHANDISING

     The Company's merchandising strategy is to provide a wide range of brand
name casual apparel and related accessories that reflect the fashion preferences
of young men and women principally between the ages of 13 and 19. Each store
typically carries an inventory of approximately 1,600 SKUs, with most
merchandise selling at prices ranging between $15 and $40.

     The Company's merchandise includes high visibility names such as JNCO, Dr.
Marten, L.E.I., Billabong and Mudd and other popular fashions and brand name
merchandise. The Company concentrates on merchandise that appeals to the
mainstream teenager rather than relying on "cutting edge" products. The Company
believes that this strategy is consistent with its philosophy of responding to
its customers' fashion preferences as opposed to attempting to establish fashion
trends.

     The Company classifies all of its merchandise into one of five categories
as follows:

          o  Juniors:         The Juniors category includes casual sportswear
                              separates designed for fashion-current teenage
                              girls, such as knit tops, woven shirts and vests,
                              denim, dresses and swimwear. Key brands in this
                              category include Paris Blues, L.E.I., Mossimo,
                              XOXO, and Mudd.

          o  Young Men:       The Young Mens category includes casual sportswear
                              separates reflecting current fashion trends, such
                              as woven and knit tops and bottoms made of denim
                              and other fabrics. The key brands in this category
                              include JNCO, Dr. Marten, Kikwear, BC Ethic,
                              Billabong and Hurley.

          o  Accessories:     The Accessories category includes a variety of
                              male, female and unisex accessories including
                              sunglasses, watches, wallets, hair accessories,
                              backpacks, necklaces, hats and other accessories.
                              Key brands in this category include Fossil, Storm,
                              and Black Flys.

          o  Unisex Apparel:  The Unisex category consists primarily of t-shirts
                              with logos containing current topics and humorous
                              designs and phrases. This category includes
                              merchandise from various vendors, as well as a
                              small selection of Company-designed products. 

          o  Footwear:        The Company offers a limited selection of male,
                              female and unisex footwear including sandals and
                              active footwear. Key brands in this category
                              include Dr. Marten, Adidas, and Skechers.

     The following table sets forth the Company's merchandise by category as an
approximate percentage of net sales for fiscal 1998:

<TABLE>
<CAPTION>
                                                                                      PERCENTAGE OF NET SALES
                                                                                      -----------------------
          <S>                                                                         <C>
         Juniors....................................................................             32%
         Young Men..................................................................             29
         Accessories ...............................................................             17
         Unisex Apparel ............................................................             12
         Footwear ..................................................................             10
                                                                                                ---
                                                                                                100%
                                                                                                ===
</TABLE>


                                       6
<PAGE>   7


     By offering products in multiple categories, the Company is able to shift
its merchandise emphasis among and within its core categories to respond to
changing customer preferences. The Company expects to continue to adjust its
emphasis in particular categories in response to changing fashion trends and,
therefore, its merchandise mix may vary slightly from time-to-time.

     In an effort to keep the stores fresh and exciting, the Company's visual
merchandising department, in conjunction with the marketing and buying staff,
provides specific floor sets and merchandising ideas to the stores and regularly
instructs district and store managers on the creative display of merchandise.
The merchandise presentation in the stores is significantly changed three times
each year to highlight specific merchandise for each of the Company's three peak
selling seasons and to maintain a current look. In addition, the Company
maintains a constant flow of new merchandise to the stores through shipments
from its distribution center on a daily basis to encourage our customers to
frequently visit our stores. To reduce the risk associated with the introduction
of new products, the Company tests products in selected stores before
determining if it will purchase the product for a broader group of stores.

PURCHASING

     The Company's purchasing staff consists of a General Merchandising Manager,
buyers, associate buyers and assistant buyers. The General Merchandising Manager
and the buyers analyze current fashion directions by visiting major fashion
markets and maintaining close relationships with the Company's vendors in order
to identify styles and trends. In addition, the Company's buyers attend concerts
and other events attended by teenagers. The General Merchandising Manager and
the buyers regularly monitor merchandise flow through the stores and strive to
maintain the appropriate merchandise mix to meet customer demand.

     Due to changes in fashion trends and seasonality, the Company purchases
merchandise from numerous vendors throughout the year. During fiscal 1998, the
Company did business with approximately 750 vendors. No single vendor accounted
for more than 10% of merchandise purchases. Certain of the Company's vendors
have limited financial resources and production capabilities. Gadzooks believes
that strong vendor relationships are important to the growth and success of the
Company.

ALLOCATION AND DISTRIBUTION OF MERCHANDISE

     The Company continually strives to improve its merchandising, distribution,
planning and allocation methods to manage its inventory more productively. The
Company's Vice President of Planning and Allocation and staff work closely with
the buyers to meet the requirements of determining the correct inventory levels
for all stores and merchandise categories. The Company divides its stores into
different categories based upon, among other things, geographic location,
demographics, sales volume, competition and store capacity. Merchandise
allocation and distribution are based in part on sales and inventory analysis of
the stores by category. Information from the Company's point-of-sale computer
system is regularly reviewed and analyzed to assist in making merchandise
allocation and markdown decisions.

     In May 1997, the Company relocated its headquarters to a larger site in the
Dallas metropolitan area which includes a distribution facility of approximately
110,000 square feet. Vendors deliver merchandise to this facility, where it is
inspected, entered into the Company's computer system, ticketed (to the extent
that it was not pre-ticketed by the vendor), allocated to stores and boxed for
distribution to the Company's stores. Merchandise is typically shipped to stores
daily via United Parcel Service, providing Gadzooks stores with a steady flow of
new merchandise. For certain key products, the Company maintains a backstock at
its distribution center that is allocated and distributed to the stores through
an automated replenishment system.


                                       7
<PAGE>   8


STORE OPERATIONS

     Gadzooks stores are open seven days a week during normal mall hours. The
Company's store operations are managed by a Senior Vice President of Store
Operations, Director of Store Operations, regional managers and district
managers, who generally have responsibility for 8 to 10 stores within a
geographic district. Individual stores are managed by a store manager and two
assistant store managers. A typical store has 6 to 12 part time sales
associates, depending on the season. Gadzooks compensates its district and store
managers with a base salary, a performance bonus based on store sales and other
operating statistics. In addition, stock options are granted to district
managers and above at the time they assume their position, with additional
grants each year thereafter. Sales associates are compensated on an hourly
basis.

     The Company believes that its continued success is dependent in part on its
ability to attract, retain and motivate quality employees. In particular, the
success of the Company's store expansion program will be dependent on its
ability to promote and/or recruit qualified district and store managers. The
Company has an established training program for future district managers. Store
managers, many of whom are selected from among the Company's assistant managers,
currently complete a one-week training program with a designated training store
manager before taking responsibility for a store. The hiring and training of new
sales associates are the responsibility of store managers, and the Company has
established training and operations manuals to assist them in this process. The
Company is constantly enhancing its training programs for its store managers,
assistant managers and sales associates.

     Management considers its employees' knowledge of the Company's customers
and merchandise to be significant to its marketing approach and customer
satisfaction. While all Gadzooks store employees are responsible for the general
appearance of the store and merchandise presentation, the Company's major
emphasis in training its store employees is to give priority to customer service
and assistance. Sales associates regularly act as greeters, meeting customers as
they enter the store, handing out promotional materials and offering assistance.
The Company trains its sales associates to inform the customer about new fashion
trends and to suggest merchandise that suits the customer's wardrobe and
lifestyle needs. The Company monitors the customer service level at each store
through various programs, including unannounced visits to the stores by
shoppers, who are unknown by the store employees, and store operations
personnel, and by regularly reviewing and responding to comment cards received
from its customers.

STORE ENVIRONMENT

     The Company believes that its stores are visually appealing and provide a
fun and enjoyable shopping experience for its customers. Gadzooks stores are
designed to create a high energy, fun environment using neon signs, video
monitors featuring popular music videos, playful mannequins and creative,
eye-catching signage. The Company's signature Volkswagen Beetle is a feature
attraction in the stores. The Company typically displays a significant amount of
merchandise on the walls of the store, with male merchandise along one side,
female merchandise along the other and t-shirts along part of the back wall. In
the center of the store, lower fixtures are used to display merchandise in order
to maintain an open feeling. Stores typically feature large windows along the
mall which provide an open view of the entire store to mall traffic and are
merchandised to draw customers into the store. While Gadzooks stores are
designed to appeal primarily to the teenage customer, the Company also strives
to create a shopping environment that is comfortable for adults.

SITE SELECTION

     Based on its results to date in both metropolitan and middle markets, the
Company believes that it can operate successfully in markets with a broad range
of geographic and demographic profiles. The Company takes into account certain
demographic factors such as population density, concentration of teenagers,
income levels, lifestyle characteristics and the performance of other retailers
to identify attractive new markets, evaluate specific shopping malls and project
individual store sales volumes.



                                       8
<PAGE>   9

     Within each shopping mall, the Company typically seeks a highly visible
location and often locates its stores near major fashion-oriented department
stores, food courts and other specialty stores catering to teenage customers.
The Company's existing stores average approximately 2,300 square feet. The
Company typically seeks a location of approximately 2,000 to 2,500 square feet
with significant store frontage. However, the Company's flexible store design
enables it to take advantage of well-situated sites with more unique layouts.
Once a site is approved, the Company, with the assistance of an outside
architect, designs the store to meet the specific site characteristics. The
Company's construction department seeks competitive bids from outside
contractors for the build-out of each store and oversees the construction
process. The Company typically requires six to eight weeks to open a new store
after the beginning of build-out.

MANAGEMENT INFORMATION SYSTEMS

     Each Gadzooks store is linked to the Company's headquarters through a
point-of-sale system that interfaces with an IBM RS6000 computer equipped with
an integrated merchandising, distribution and accounting software package. The
Company's point-of-sale computer system has several features, including
merchandise scanning, "price look-up," the ability to compile preferred customer
lists and on-line credit card approval. These features improve transaction
accuracy, speed and checkout time, increase overall store efficiency, and enable
the Company to track the productivity of individual sales associates.

     The Company's management information and control systems enable the
Company's corporate headquarters to promptly identify sales trends, replenish
depleted store inventories, reprice merchandise and monitor merchandise mix and
inventory shrinkage at individual stores and throughout the Company's store
network. Management believes that these systems provide a number of benefits,
including improved store inventory management, better in-stock availability,
higher operating efficiency and fewer markdowns.

     The Company's merchandising, distribution and accounting software system
was installed in late 1993, and the point-of-sale software system was installed
during the second quarter of fiscal 1995. The Company estimates that its current
management information and control systems are adequate to support the Company's
planned expansion, but has plans to continue to improve and enhance numerous
functions on a continuing basis. In 1998, the Company significantly upgraded its
information technology infrastructure network to support many new and ongoing
initiatives to take advantage of emerging technology. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Impact of Year 2000 Issue."

ADVERTISING  AND PROMOTION

     The Company relies primarily on mall traffic, the enthusiasm of its sales
associates and existing customers, highly visible store locations and
eye-catching signage to attract new customers to the stores. The Company has
generally found this approach to be more cost effective than more traditional
media advertising. The Company plans the opening of new stores to coincide with
peak shopping seasons and mall grand openings when customer traffic is greater.
The Company also uses promotions to generate repeat visits to its stores and
advertises to a limited extent in national magazines, such as Seventeen and YM,
in cooperation with certain of its vendors. The Company also benefits from
advertising by its vendors, especially where Gadzooks is listed as a retailer of
their products.

TRADEMARKS

     The Company has registered on the Principal Register of the United States
Patent and Trademark Office "Gadzooks" (in various formats) and "Gaditude". Each
federal registration is renewable indefinitely if the mark is in use at the time
of the renewal. The Company is not aware of any claims of infringement or other
challenges to the Company's right to use its marks in the United States.



                                       9
<PAGE>   10

COMPETITION

     The teenage retail apparel and accessories industry is highly competitive.
The Company competes with other retailers for customers, suitable retail
locations and qualified management personnel. Gadzooks currently competes with
traditional department stores, with national specialty chains such as The Gap
and certain divisions of The Limited, with numerous other teen retailers such as
American Eagle Outfitters, The Buckle, Hot Topic, Pacific Sunwear and Wet Seal,
and with local specialty stores in certain markets, and to a lesser extent, with
mass merchandisers and companies providing shopping sites via the internet. Many
of the Company's competitors are larger and have substantially greater
financial, marketing and other resources than the Company. The principal factors
of competition in the Company's business are fashion, merchandise selection,
customer service, store location and price.

EMPLOYEES

     At April 23, 1999, the Company had 1,167 full-time employees and 2,368
part-time employees. Of the Company's 3,535 employees, 169 were corporate
personnel, 77 were distribution center employees and 3,289 were store employees.
The number of part-time employees fluctuates with seasonal needs. None of the
Company's employees is covered by a collective bargaining agreement. The Company
seeks to create a casual and supportive working environment and considers its
employee relations to be excellent.



                                       10
<PAGE>   11

                                  RISK FACTORS

     This Report contains certain forward looking statements about the business,
operations and financial condition of the Company. The actual results of the
Company could differ materially from those forward looking statements. The
following information sets forth certain factors that could cause the actual
results of the Company to differ materially from those contained in the forward
looking statements.

GROWTH STRATEGY; FUTURE OPERATING RESULTS

     The Company's net sales have grown significantly during the past several
years, primarily as a result of the opening of new stores and, to a lesser
extent, increases in comparable store sales. The Company intends to continue its
growth strategy by opening new stores for the foreseeable future, and its future
operating results will depend, to a certain degree, upon its ability to open and
operate new stores successfully and to manage a larger business profitably. The
Company anticipates opening approximately 20-30 new stores during fiscal 1999.
In the future, the Company plans to enter new markets in various regions of the
United States. Expansion into new markets may present competitive and
merchandising challenges that are different from those currently encountered by
the Company in its existing markets. As an additional part of its growth
strategy, the Company has occasionally analyzed the acquisition of other
retailers that serve the Company's target customer and may consider such
acquisitions again in the future. Except for a limited number of stores acquired
from former franchisees, the Company has never made any such acquisitions and
does not currently have any agreements for any in the future. There can be no
assurance that the operations of any acquired entities could be successfully
integrated with the Company's existing operations or that the combined business
would be profitable.

     The Company is subject to a variety of business risks generally associated
with rapidly growing companies. The Company's ability to open new stores will
depend upon many factors, including, among others, the ability to identify and
enter new markets, locate suitable store sites, negotiate acceptable lease
terms, hire and train store managers and sales associates and obtain adequate
capital resources on acceptable terms. There can be no assurance that the
Company will be able to integrate successfully new stores into its operations or
that new stores will achieve sales and profitability levels comparable to the
Company's existing stores. In addition, there can be no assurance that the
Company's expansion within its existing markets will not adversely affect the
individual financial performance of the Company's existing stores or its overall
results of operations. Furthermore, the Company will need to continually
evaluate the adequacy of its store management and management information and
distribution systems to manage its planned expansion. There can be no assurance
that the Company will anticipate all of the changing demands that its expanding
operations will impose on such systems and facilities, and the failure to adapt
its systems, facilities and procedures could have a material adverse effect on
the Company's business. There can be no assurance that the Company will
successfully achieve its planned expansion or, if achieved, that the expansion
will result in profitable operations. See "Business -- Store Locations" and
"Business -- Expansion Strategy."

     The Company anticipates that it will spend approximately $8.0 million for
capital expenditures and approximately $2.0 million for initial inventories to
open approximately 30 new stores, remodel eight existing stores and refurbish 
50-55 existing stores in fiscal 1999. The actual costs that the Company will
incur in connection with opening new stores cannot be predicted with precision
because such costs will vary based upon, among other things, geographic
location, the size of the store and the extent of the build-out required at the
selected site. The Company believes that its existing cash balances, cash
generated from operations, and funds available under the Company's revolving
line of credit will be sufficient to fund its expansion requirements through at
least 1999. There can be no assurance that the Company may not be required to
seek additional sources of funds for such expansion.



                                       11
<PAGE>   12

FLUCTUATIONS IN COMPARABLE STORE SALES RESULTS

     A variety of factors affect the Company's comparable store sales results
including, among others, economic conditions, fashion trends, the retail sales
environment, sourcing and distribution of products and the Company's ability to
execute its business strategy efficiently. The Company's quarterly comparable
store sales results have fluctuated significantly in the past. The Company's
comparable store sales results were 4.4%, (3.6%), 3.3% and 3.1% in the first,
second, third and fourth quarters of fiscal 1997, respectively, and (0.5%),
(0.6%), (6.9%) and (10.9%) in the first, second, third and fourth quarters of
fiscal 1998 respectively. The Company has recorded comparable store sales
decreases in past months, quarters and years, and there can be no assurance that
comparable store sales for any particular month, quarter or fiscal year will not
decrease in the future. The Company's comparable store sales results could cause
the price of the Common Stock to fluctuate substantially.

CHANGES IN FASHION TRENDS

     The Company's profitability is largely dependent upon its ability to
anticipate the fashion tastes of its customers and to provide merchandise that
appeals to their preferences in a timely manner. The fashion tastes of the
Company's customers may change frequently, and the Company's failure to
anticipate, identify or react appropriately to changes in styles, trends or
brand preferences could lead to, among other things, excess inventories and
higher markdowns, which could have a material adverse effect on the Company's
business. In addition, fashion misjudgments could materially and adversely
affect the Company's operating results, comparable store sales results and image
with its customers. See "Business -- Merchandising."

IMPACT OF ECONOMIC CONDITIONS

     Certain economic conditions affect the level of consumer spending on
merchandise offered by the Company, including, among others, business
conditions, interest rates, taxation and consumer confidence in future economic
conditions. If the demand for apparel and related merchandise by teenagers were
to decline, the Company's business, comparable store sales results and results
of operations would be materially and adversely affected. Although the Company
advertises in national magazines to a limited extent through cooperative
agreements with certain of its vendors, its stores rely principally on mall
traffic for customers. Therefore, the Company is dependent upon the continued
popularity of malls as a shopping destination and the ability of mall anchor
tenants and other attractions to generate customer traffic for its stores. A
decrease in mall traffic or a decline in economic conditions in the markets in
which the Company's stores are located would adversely affect the Company's
growth, net sales, comparable store sales results and profitability. See
"Business."

QUARTERLY RESULTS AND SEASONALITY

     The Company's quarterly results of operations may fluctuate materially
depending on, among other things, the timing of new store openings, net sales
contributed by new stores, increases or decreases in comparable store sales,
shifts in timing of certain holidays and changes in the Company's merchandise
mix. The Company's business is also subject to seasonal influences, with heavier
concentrations of sales during the Christmas holiday, back-to-school and spring
break seasons. As is the case with many apparel retailers, the Company's net
sales and net income are typically lower in the first quarter. The Company has
experienced quarterly losses in the past and may experience such losses in the
future. Because of these fluctuations in net sales and net income, the results
of operations of any quarter are not necessarily indicative of the results that
may be achieved for a full fiscal year or any future quarter.



                                       12
<PAGE>   13

DEPENDENCE ON KEY VENDORS

     The Company's business depends on its ability to purchase current season,
brand name apparel in sufficient quantities at competitive prices. During the
Company's 1998 fiscal year, no single vendor accounted for more than 10% of the
Company's merchandise purchases. The inability or failure of key vendors to
supply the Company with adequate quantities of desired merchandise, the loss of
one or more key vendors or a material change in the Company's current purchase
terms could have a material adverse effect on the Company's business. Many of
the Company's smaller vendors have limited resources, production capacities and
operating histories, and many have limited the distribution of their merchandise
in the past. The Company has no long-term purchase contracts or other
contractual assurances of continued supply, pricing or access to new products.
There can be no assurance that the Company will be able to acquire desired
merchandise in sufficient quantities on terms acceptable to the Company in the
future. See "Business -- Merchandising" and "Business -- Purchasing."

DEPENDENCE ON KEY PERSONNEL

     The Company's success will depend largely on the efforts and abilities of
senior management. The loss of the services of any member of senior management
could have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance that the
Company's existing management team will be able to manage the Company or its
growth or that the Company will be able to attract and retain additional
qualified personnel as needed in the future.

COMPETITION

     The Company operates in a highly competitive environment. The Company
currently competes with traditional retail department stores, with national
specialty chains such as The Gap and certain divisions of The Limited, with
numerous regional chains such as The Buckle, Pacific Sunwear, Wet Seal, Hot
Topic and American Eagle Outfitters, with smaller chains and local specialty
stores, and to a lesser extent, with mass merchandisers and companies providing
shopping sites via the internet. Many of these competitors are larger and have
substantially greater resources than the Company. Direct competition with these
and other retailers may increase significantly in the future, which could
require the Company, among other things, to lower its prices and/or increase its
advertising expenses. Increased competition could have a material adverse effect
on the Company's operations and comparable store sales results. See "Business --
Competition."

STOCK PRICE VOLATILITY

     The market price of the Company's Common Stock has fluctuated substantially
since the Company's initial public offering in October 1995. The Company's
Common Stock is quoted on The Nasdaq Stock Market, which has experienced and is
likely to experience in the future significant price and volume fluctuations
which could adversely affect the market price of the Common Stock without regard
to the operating performance of the Company. In addition, the Company believes
that factors such as quarterly fluctuations in the financial results of the
Company, the Company's comparable store sales results, announcements by other
apparel retailers, the overall economy and the condition of the financial
markets could cause the price of the Common Stock to fluctuate substantially.

ANTI-TAKEOVER MATTERS

     The Company's Restated Articles and its Bylaws contain provisions that may
have the effect of delaying, deterring or preventing a takeover of the Company
that shareholders may consider to be in their best interests. The Company's
Restated Articles and Bylaws provide for a classified Board of Directors serving
staggered terms of three years, the prohibition of shareholder action by written
consent in certain circumstances and certain "fair price provisions."
Additionally, the Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock having such rights, preferences and privileges as
designated by the Board of Directors without shareholder approval.



                                       13
<PAGE>   14

     The Company has adopted a Shareholder Rights Plan which is intended to
deter an unfriendly takeover of the Company and to help ensure current
shareholders receive fair value upon the sale of their stock to another party
seeking control of the Company. See "Notes to Financial Statements - Note 12
Shareholder Rights Plan."

ITEM 2. PROPERTIES.

     All of the existing stores are leased by the Company, with lease terms
(excluding renewal option periods exercisable by the Company at escalating
rents) expiring between June 1999 and January 2009. The leases for most of the
existing stores are for terms of 10 years and provide for contingent rent based
upon a percent of sales in excess of specified minimums.

     The Company's office and distribution center is located in Carrollton,
Texas, under a lease that is scheduled to expire on May 1, 2007.

ITEM 3. LEGAL PROCEEDINGS.

     In the ordinary course of its business, the Company is periodically a party
to lawsuits. The Company believes that any resulting liability from existing
legal proceedings, individually or in the aggregate, will not have a material
adverse effect on its operations or financial condition. See "Notes to Financial
Statements Note 13 Contingency".

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the fiscal year covered by this report.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The information in response to item 5 is contained in the section entitled
"Corporate Information - Share Price Data" located on page 24 of the
registrant's 1998 Annual Report to Shareholders, filed as Exhibit 13 to this
Report. Such Market for Registrant's Common Equity and Related Stockholder
Matters are incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

     The selected financial and operating data in response to Item 6 is
contained in the section entitled "Selected Financial Data," located on page 7
of the registrant's 1998 Annual Report to Shareholders, filed as Exhibit 13 to
this Report. Such Selected Financial Data is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

     The information in response to item 7 is contained in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," located on pages 8 to 11 of the registrant's 1998 Annual Report to
Shareholders, filed as Exhibit 13 to this Report. Such Management's Discussion
and Analysis of Financial Condition and Results of Operations are incorporated
herein by reference.



                                       14
<PAGE>   15

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company does not engage in trading market risk sensitive instruments
and does not purchase as investments, as hedges, or for purposes "other than
trading" instruments that are likely to expose the Company to market risk,
whether it be from interest rate, foreign currency exchange, commodity price or
equity price risk. The Company has issued no debt instruments, entered into no
forward or futures contracts, purchased no options and entered into no swaps.

     The Company's primary market risk exposure is that of interest rate risk. A
change in LIBOR or the Prime Rate as set by Wells Fargo Bank (Texas), National
Association, would affect the rate at which the Company could borrow funds under
its Revolving Line.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information in response to item 8 is contained in the registrant's 1998
Annual Report to Shareholders, filed as Exhibit 13 to this Report. Such
information is incorporated herein by reference. A cross-reference for location
of the requested information is below.

<TABLE>
<CAPTION>
                                                                                            PAGE NUMBER(S) IN
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                  ANNUAL REPORT*
-------------------------------------------                                                 -----------------
<S>                                                                                         <C>
Unaudited Quarterly Financial Data...................................................               9
Balance Sheets at January 30, 1999 and January 31, 1998..............................              12
Statements of Income for the Years Ended January 30, 1999,
      January 31, 1998, and February 1, 1997.........................................              13
Statements of Stockholders' Equity for the Years Ended January 30, 1999,
      January 31, 1998, and February 1, 1997.........................................              14
Statements of Cash Flows for the Years Ended January 30, 1999,
      January 31, 1998, and February 1, 1997.........................................              15
Notes to Financial Statements........................................................            16 - 22
Report of Independent Accountants....................................................              23
Corporate Information................................................................              24
</TABLE>

*The indicated pages of the Company's 1998 Annual Report to Shareholders are
filed as Exhibit 13 to this Report. Such Exhibit is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.

ITEM 11. EXECUTIVE COMPENSATION.

     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.



                                       15
<PAGE>   16

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  1.  The financial statements as cross-referenced in Item 8 of this Report,
         together with the report thereon of PricewaterhouseCoopers LLP dated
         March 8, 1999, except as to the second paragraph of Note 6, which is as
         of April 5, 1999, appearing in the accompanying 1998 Annual Report to 
         Shareholders are incorporated by referenced in this Report. With the 
         exception of the aforementioned information and information 
         incorporated in Items 5, 6 and 7, the 1998 Annual Report to 
         Shareholders is not deemed filed as part of this Report.

     2.  Financial statement schedules are omitted because they are not
         applicable or the required information is shown in the financial
         statements or notes thereto.

     3.  Exhibits included or incorporated herein:

         See Exhibit Index.

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the last quarter of the
     fiscal year covered by this report.





                                       16
<PAGE>   17


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
April 28, 1998 on its behalf by the undersigned, thereunto duly authorized.

                                     GADZOOKS, INC.



                                     By  /s/ Gerald R. Szczepanski
                                         ---------------------------------------
                                             Gerald R. Szczepanski,
                                             Chairman of the Board, President
                                             and Chief Executive Officer

     Each person whose signature appears below hereby authorizes Gerald R.
Szczepanski and Monty R. Standifer or either of them, as attorneys-in-fact to
sign on his behalf, individually, and in each capacity stated below and to file
all amendments and/or supplements to the Annual Report on Form 10-K.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



<TABLE>
<CAPTION>
                  Signature                                             Title                             Date
                  ---------                                             -----                             ----
<S>                                                       <C>                                       <C> 
/s/ Gerald R. Szczepanski                                 Chairman of the Board, President          April 28, 1999
-------------------------------------------               and Chief Executive Officer  
            Gerald R. Szczepanski                         (Principal Executive Officer)
                                                          
/s/ Monty R. Standifer                                    Senior Vice President, Chief              April 28, 1999
-------------------------------------------               Financial Officer, Treasurer and    
             Monty R. Standifer                           Secretary (Principal Financial and  
                                                          Accounting Officer)                 
                                                          
/s/ G. Michael Machens                                    Director                                  April 28, 1999
-------------------------------------------
             G. Michael Machens

/s/ Robert E.M. Nourse                                    Director                                  April 28, 1999
-------------------------------------------
             Robert E.M. Nourse

/s/ Ron G. Stegall                                        Director                                  April 28, 1999
-------------------------------------------
               Ron G. Stegall

/s/ Lawrence H. Titus, Jr.                                Director                                  April 28, 1999
-------------------------------------------
           Lawrence H. Titus, Jr.
</TABLE>



                                       17
<PAGE>   18


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
    NO.                               DESCRIPTION 
  -------                             -----------
<S>           <C>
     3.1  --  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).

     3.2  --  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).

     3.3  --  First Amendment to the Amended and Restated Bylaws of the
              Company (filed as Exhibit 3.3 of 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).

     4.1  --  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).

     4.2  --  Rights Agreement dated as of September 3, 1998 between the
              Company and ChaseMellon Shareholder Services, L.L.C. (filed as
              Exhibit 1 to the Company's Form 8-A filed with the Commission on
              September 4, 1998 and incorporated herein by reference).

    10.1  --  Purchase Agreement dated as of January 31, 1992 among the
              Company, Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the
              Investors listed therein (filed as Exhibit 10.1 to the Company's
              Form S-1 (No. 33-95090) filed with the Commission on July 28, 1995
              and incorporated herein by reference).

    10.2  --  Purchase Agreement dated as of May 26, 1994 among the Company,
              Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
              listed therein (filed as Exhibit 10.2 to the Company's Form S-1
              (No. 33-95090) filed with the Commission on July 28, 1995 and
              incorporated herein by reference).

    10.3  --  Credit Agreement dated as of January 30, 1997 between the
              Company and Wells Fargo Bank (Texas), National Association (filed
              as Exhibit 10.3 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    10.4  --  Form of Indemnification Agreement with a schedule of director
              signatories (filed as Exhibit 10.5 to the Company's Form S-1 (No.
              33-95090) filed with the Commission on July 28, 1995 and
              incorporated herein by reference).

    10.5  --  Employment Agreement dated January 31, 1992 between the Company
              and Gerald R. Szczepanski, as continued by letter agreement (filed
              as Exhibit 10.6 to the Company's Form S-1 (No. 33-95090) filed
              with the Commission on July 28, 1995 and incorporated herein by
              reference).
</TABLE>




                                        18
<PAGE>   19

<TABLE>
<S>            <C>
    10.6  --  1992 Incentive and Nonstatutory Stock Option Plan dated
              February 26, 1992, and Amendments No. 1 through 3 thereto (filed
              as Exhibit 10.8 to the Company's Form S-1 (No. 33-95090) filed
              with the Commission on July 28, 1995 and incorporated herein by
              reference).

    10.7  --  1994 Incentive and Nonstatutory Stock Option Plan for Key
              Employees dated September 30, 1994 (filed as Exhibit 10.9 to the
              Company's Form S-1 (No. 33-95090) filed with the Commission on
              July 28, 1995 and incorporated herein by reference).

    10.8  --  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).

    10.9  --  Gadzooks, Inc. Employees' Savings Plan (filed as Exhibit 10.11
              to the Company's Form S-1 (No. 33-95090) filed with the Commission
              on July 28, 1995 and incorporated herein by reference).

    10.10 --  Severance Agreement dated September 5, 1996 between the Company
              and Gerald R. Szczepanski (filed as Exhibit 10.10 to the Company's
              1996 Annual Report on Form 10-K filed with the Commission on April
              23, 1997 and incorporated herein by reference).

    10.11 --  Form of Severance Agreement with a schedule of executive
              officer signatories (filed as Exhibit 10.11 to the Company's 1996
              Annual Report on Form 10-K filed with the Commission on April 23,
              1997 and incorporated herein by reference).

    10.12 --  Amendment No. 4 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan (filed as Exhibit 10.14 to the
              Company's Amendment No. 3 to Form S-1 (No. 33-95090) filed with
              the Commission on September 27, 1995 and incorporated herein by
              reference).

    10.13 --  Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan dated September 12, 1996 (filed as
              Exhibit 10.13 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    10.14 --  Amendment No. 1 to the 1994 Incentive and Nonstatutory Stock
              Option Plan for Key Employees dated September 12, 1996 (filed as
              Exhibit 10.14 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    10.15 --  Gadzooks, Inc. Employee Stock Purchase Plan (filed as Exhibit
              4.5 to the Company's Form S-8 (No. 333-50639) filed with the
              Commission on April 21, 1998 and incorporated herein by
              reference).

    10.16 --  Gadzooks, Inc. Deferred Compensation Plan (filed as Exhibit
              10.16 to the Company's 1997 annual report on form 10-K filed with
              the Commission on April 27, 1998 and incorporated herein by
              reference).

    10.17 --  Lease Agreement between Gadzooks, Inc. (Lessee) and CB Midway
              International, LTD. (Lessor) dated August 23, 1996 (filed as
              Exhibit 10.17 to the Company's 1997 Annual Report on Form 10-K
              filed with the Commission on April 27, 1998 and incorporated
              herein by reference).
</TABLE>




                                        19
<PAGE>   20

<TABLE>
<S>           <C>
    10.18 --  Gadzooks, Inc. 401(k) Plan and Profit Sharing Plan Adoption
              Agreement (filed as Exhibit 10.18 to the Company's Quarterly
              Report on Form 10-Q filed with the Commission on June 9, 1998, and
              incorporated herein by reference).

    10.19 --  Amendment No. 1 to the Credit Agreement between the Company and
              Wells Fargo Bank (Texas), National Association, dated June 11,
              1998 (filed as Exhibit 10.19 to the Company's Quarterly Report on
              Form 10-Q filed with the Commission on September 15, 1998, and
              incorporated herein by reference).

    10.20 --  Amendment No. 6 to the Gadzooks, Inc. 1992 Incentive and
              Non-Statutory Stock Option Plan dated June 18, 1998 (filed as
              Exhibit 4.8 to the Company's Form S-8 (No. 333-60869) filed with
              the Commission on August 7, 1998 and incorporated herein by
              reference).

    10.21 --  Amendment No. 1 to the Gadzooks, Inc. 1995 Non-Employee
              Director Stock Option Plan dated June 18, 1998 (filed as Exhibit
              4.10 to the Company Form S-8 (No. 333-60869) filed with the
              Commission on August 7, 1998 and incorporated herein by
              reference).

    10.22 --  Employment Agreement dated July 18, 1998, between the Company
              and David Mangini, as continued by letter agreement (filed as
              Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q filed
              with the Commission on September 15, 1998, and incorporated herein
              by reference).

    10.23 --  Executive Retirement Agreement dated June 10, 1998 between the
              Company and Monty R. Standifer (filed as Exhibit 10.23 to the
              Company's Quarterly Report on Form 10-Q filed with the Commission
              on December 15, 1998 and incorporated herein by reference).

    10.24 --  Severance Protection Agreement dated September 1, 1998 between
              the Company and Gerald R. Szczepanski (filed as Exhibit 10.24 to
              the Company's Quarterly Report on Form 10-Q filed with the
              Commission on December 15, 1998 and incorporated herein by
              reference).

    10.25 --  Severance Protection Agreement dated September 1, 1998 between
              the Company and David L. Mangini (filed as Exhibit 10.25 to the
              Company's Quarterly Report on Form 10-Q filed with the Commission
              on December 15, 1998 and incorporated herein by reference).

    10.26 --  Severance Protection Agreement dated September 1, 1998 between
              the Company and Monty R. Standifer (filed as Exhibit 10.26 to the
              Company's Quarterly Report on Form 10-Q filed with the Commission
              on December 15, 1998 and incorporated herein by reference).

    13*   --  Pages 17-24 of the Company's 1998 Annual Report to Shareholders.

    23*   --  Consent of PricewaterhouseCoopers LLP.

    24*   --  Power of Attorney (included on signature page of this report).

    27*   --  Financial Data Schedule.
</TABLE>

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*  Filed herewith (unless otherwise indicated exhibits are previously filed).



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