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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For The Fiscal Year Ended January 28, 2006

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 No. 0-28784



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HOT TOPIC, INC.

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 77-0198182                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|18305 E. San Jose Avenue                 |  |           
|City of Industry, California             |  | 91748     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (626) 839-4681

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, no par value

(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

NONE



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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act.    Yes ̈No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes ̈No  x

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 (Section 229.405 of this chapter) 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.    x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer  x    Accelerated filer ̈Non-accelerated filer ̈

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes ̈No  x

The aggregate market value of Common Stock held
by non-affiliates of the Registrant as of July 29, 2005 was approximately $770,701,342 based on the closing price on that date of the Registrants Common Stock on the Nasdaq Global Stock Market. 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. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the Registrants Common Stock was 44,019,420 as of March 8, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions
of the Registrants Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 13, 2006 filed with the Securities and Exchange Commission (the SEC) are incorporated by reference into Part III of this
Form 10-K/A.



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HOT TOPIC, INC.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to amend Item 9A.
Controls and Procedures of our Form 10-K originally filed on March 22, 2006 in response to comments received from the SEC. No revisions have been made to our financial statements or any other disclosure contained in our
Form 10-K originally filed on March 22, 2006.

PART II

ITEM9A. CONTROLS AND PROCEDURES

The management of the Company maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as
appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures in connection with the preparation of this Annual Report, under the supervision of and with the participation of our management, including the CEO and CFO.

In making our assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of January 28, 2006.

Report of Management on Internal Control Over Financial Reporting

We are responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management assessed the
effectiveness of our internal control over financial reporting as of January 28, 2006. In making this assessment, management used the criteria set forth by COSO in Internal Control-Integrated Framework. Our management concluded that, as of
January 28, 2006, our internal control over financial reporting was effective based on the criteria set forth by COSO in Internal Control-Integrated Framework.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on managements assessment of our internal control over financial reporting. This report appears
below.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting in our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting, except as follows: During the fourth quarter, we replaced our payroll system software with a new product offering by Lawson Software.



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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Hot Topic, Inc.

We have audited managements assessment, included in the accompanying Report of Management on Internal Control Over Financial Reporting, that Hot Topic, Inc. maintained effective internal control over financial reporting as of
January 28, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Hot Topic, Inc.s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on
the effectiveness of the companys internal control over financial reporting based on our audit.

We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, managements assessment that Hot Topic, Inc. maintained effective internal control over financial reporting as of January 28,
2006 is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Hot Topic, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 28, 2006, based on the
COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Hot Topic, Inc. as of January 28, 2006 and January 29, 2005, and the related consolidated statements of income, shareholders equity, and cash flows for each of the three years in the period
ended January 28, 2006 of Hot Topic, Inc. and our report dated March 14, 2006 expressed an unqualified opinion thereon.



|                        |  |                      
|----------------------- |  | ---------------------
|                        |  | /s/ Ernst & Young LLP
|                        | 
|Los Angeles, California |  |                      
|March 14, 2006          |  |                      



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PART IV

ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Index to Exhibits  See Item 15(b) below.

(b) Exhibits

The exhibits listed under Item 15(b) hereof are filed with, and incorporated by reference into, this Annual Report on Form 10-K. Management contracts
or compensatory plans or arrangements required to be filed pursuant to Item 15(b) are so identified therein.



|              |  |                                                                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                            
|3.1           |  | Amended and Restated Articles of Incorporation. (1)                                                                                                                                                                                
|3.2           |  | Certificate of Amendment of Amended and Restated Articles of Incorporation. (8)                                                                                                                                                    
|3.3           |  | Amended and Restated Bylaws, as amended. (8)                                                                                                                                                                                       
|4.1           |  | Reference is made to Exhibits 3.1 and 3.2.                                                                                                                                                                                         
|4.2           |  | Specimen stock certificate. (1)                                                                                                                                                                                                    
|10.1a         |  | Form of Indemnity Agreement to be entered into between Registrant and its directors and officers. (1)                                                                                                                              
|10.2a         |  | 1996 Equity Incentive Plan (the 1996 Plan), as amended. (10)                                                                                                                                                                     
|10.3a         |  | Form of Nonstatutory Stock Option Agreement of Registrant pursuant to the 1996 Plan. (1)                                                                                                                                           
|10.4a         |  | Form of Incentive Stock Option Agreement of Registrant pursuant to the 1996 Plan. (1)                                                                                                                                              
|10.5a         |  | Non-Employee Directors Stock Option Plan, as amended. (10)                                                                                                                                                                        
|10.6a         |  | Employee Stock Purchase Plan, as amended. (8)                                                                                                                                                                                      
|10.7a         |  | 401(k) Defined Contribution Plan of Registrant, effective as of August 1, 1995, as amended. (8)                                                                                                                                    
|10.8          |  | Industrial Real Estate Lease (Multi-Tenant Facility), dated December 10, 1998, entered into between Registrants wholly owned subsidiary, Hot Topic Administration, Inc. and Majestic Realty
Co. and Patrician Associates, Inc. (2)
|10.9          |  | Guaranty of Lease, dated December 10, 1998, entered into between the Registrant and Majestic Realty Co. and Patrician Associates, Inc. (2)                                                                                         
|10.10         |  | First Amendment to Industrial Real Estate Lease, dated March 19, 2001, by and between MajesticFullerton Road, LLC, PFG Fullerton Limited Partnership, and Hot Topic Administration, Inc.
(3)                                      
|10.11a        |  | Employment Offer Letter dated January 12, 2001, between the Registrant and Gerald Cook. (3)                                                                                                                                        
|10.12a        |  | Form of Restricted Stock Bonus Agreement between the Registrant and each of its non-employee directors as discussed in the Companys Proxy Statement annually. (4)                                                                 
|10.13a        |  | Employment Offer Letter dated August 14, 2002, between the Registrant and Patricia Van Cleave. (5)                                                                                                                                 
|10.14a        |  | Employment Letter dated January 23, 2003, between the Registrant and James McGinty. (5)                                                                                                                                            
|10.15         |  | Third Amendment to Industrial Real Estate Lease, dated February 25, 2004, by and among Majestic-Fullerton Road, LLC, PFG Fullerton Limited Partnership, and Hot Topic Administration, Inc.
(6)                                     
|10.16         |  | Employment Offer Letter dated March 15, 2004, between the Registrant and Christopher J. Kearns. (6)                                                                                                                                
|10.17         |  | Centre Pointe Distribution Park Lease, dated June 1, 2004, by and among Crescent Resources, LLC and Hot Topic, Inc. (7)                                                                                                            
|10.18         |  | Employment Offer Letter dated May 13, 2004, between the Registrant and Thomas Beauchamp. (7)                                                                                                                                       
|10.19         |  | Purchase and sale agreement between the Registrant and Crescent Resources, LLC. (9)                                                                                                                                                
|10.20a        |  | Employment Offer Letter dated July 11, 2005, between the Registrant and Maria Comfort. (11)                                                                                                                                        
|10.21a        |  | Employment Offer Letter dated November 4, 2005, between the Registrant and Robin Elledge. (12)                                                                                                                                     
|10.22a        |  | Severance Agreement dated January 25, 2006 between the Registrant and Patricia Van Cleave. (13)                                                                                                                                    
|10.23a        |  | Consulting Services Agreement dated January 27, 2006 between the Registrant and Patricia Van Cleave. (13)                                                                                                                          
|10.24a        |  | 2005 Executive Officer Base Salary and Equity Compensation. (14)                                                                                                                                                                   
|10.25a        |  | 2005 Board Compensation Policy Summary. (14)                                                                                                                                                                                       
|10.26a        |  | 2006 Executive Officer Salary, Bonus and Equity Compensation Summary. (15)                                                                                                                                                         
|10.27a        |  | 2006 Board Compensation Summary. (15)                                                                                                                                                                                              
|21            |  | Hot Topic, Inc. List of Subsidiaries. (15)                                                                                                                                                                                         
|23.1          |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. (15)                                                                                                                                                  
|24.1          |  | Power of Attorney is contained on the signature page. (15)                                                                                                                                                                         
|31.1          |  | Certification, dated March 22, 2006, of Registrants Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. (15)                                                                                       



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|              |  |                                                                                                                                                                          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                  
|31.2          |  | Certification, dated March 22, 2006, of Registrants Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. (15)                             
|31.3          |  | Certification, dated January 25, 2007, of Registrants Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.                                
|31.4          |  | Certification, dated January 25, 2007, of Registrants Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.                                
|32.1          |  | Certifications, dated March 22, 2006, of Registrants Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002. (15)
|32.2          |  | Certifications, dated January 25, 2007, of Registrants Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.   

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|(1) | Filed as an exhibit to Registrants Registration Statement on Form SB-2 (No. 333-5054-LA) and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(2) | Filed as an exhibit to Registrants Annual Report on Form 10-K for the year ended January 30, 1999 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(3) | Filed as an exhibit to Registrants Annual Report on Form 10-K for the year ended February 3, 2001 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(4) | Filed as an exhibit to Registrants Quarterly Report on Form 10-Q for the quarter ended May 5, 2001 and incorporated herein by reference.
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|(5) | Filed as an exhibit to Registrants Annual Report on Form 10-K for the year ended February 1, 2003 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(6) | Filed as an exhibit to Registrants Quarterly Report on Form 10-Q for the quarter ended May 1, 2004 and incorporated herein by reference.
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|(7) | Filed as an exhibit to Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 and incorporated herein by reference.
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|(8) | Filed as an exhibit to Registrants Annual Report on Form 10-K for the year ended January 29, 2005 and incorporated herein by reference.
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|(9) | Filed as an exhibit to Registrants Current Report on Form 8-K filed on June 20, 2005 and incorporated herein by reference.
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|(10) | Filed as an exhibit to Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2005 and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Filed as an exhibit to Registrants Current Report on Form 8-K filed on August 17, 2005 and incorporated herein by reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------

|(12) | Filed as an exhibit to Registrants Current Report on Form 8-K filed on January 11, 2006 and incorporated herein by reference.
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|(13) | Filed as an exhibit to Registrants Current Report on 8-K filed on January 27, 2006 and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------------

|(14) | Filed as an exhibit to Registrants Current Report on Quarterly Report on Form 10-Q for the quarter ended April 30, 2005 and incorporated herein by reference.
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|(15) | Filed as an exhibit to Registrants Annual Report on Form 10-K for the year ended January 28, 2006 and incorporated herein by reference.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

|a | Denotes management contract or compensatory plan or arrangement.
|- | ----------------------------------------------------------------



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SIGNATURES

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 its behalf by the undersigned, thereunto duly authorized.



|                       |  |                 |  |                                     
|---------------------- |  | --------------- |  | ------------------------------------
|                       |  | HOT TOPIC, INC.
|                       |  |                
|Date: January 25, 2007 |  |                 |  |                                     
|                       |  |                
|                       |  | By:             |  | /s/ Elizabeth McLaughlin            
|                       |  |                 |  | Elizabeth McLaughlin                
|                       |  |                 |  | Chief Executive Officer and Director



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