<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
--------------------------------------------------------------------------------

                                    FORM 10-Q

(X)               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED AUGUST 1, 1998

                                       OR

( )             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                         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 IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                               NUMBER)

 4121 INTERNATIONAL PARKWAY
 CARROLLTON, TX                                                     75007
--------------------------------------------------------------------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

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

--------------------------------------------------------------------------------
  (FORMER NAME, FORMER ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT.)

         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 ( )
            -----     -----    
         
         As of September 10, 1998, the number of shares outstanding of the
         registrant's common stock is 8,886,839.





<PAGE>   2



                                 GADZOOKS, INC.

                                    FORM 10-Q

                      For the Quarter Ended August 1, 1998

                                      INDEX


<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        -----
<S>                                                                                      <C>
PART I.           FINANCIAL INFORMATION   

         Item 1.         Financial Statements

                         Condensed Balance Sheets as of August 1, 1998             
                         and January 31, 1998                                              3

                         Condensed Statements of Income for the                            4
                         Second Quarter and Six Months Ended
                         August 1, 1998 and August 2, 1997

                         Condensed Statements of Cash Flows for the                        5
                         Six Months Ended August 1, 1998 and
                         August 2, 1997

                         Notes to Financial Statements                                   6-7

        Item 2.          Management's Discussion and Analysis                           8-11
                         of Financial Condition and Results of Operations

        Item 3.          Quantitative and Qualitative Disclosures                         11
                         About Market Risk

PART II.          OTHER INFORMATION                                                    12-13

SIGNATURE PAGE                                                                            14

INDEX TO EXHIBITS                                                                      15-18
</TABLE>



                                       2
<PAGE>   3
PART I - FINANCIAL INFORMATION



GADZOOKS, INC.
CONDENSED BALANCE SHEETS
--------------------------------------------------------------------------------
(In thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                     AUGUST 1,     JANUARY 31,
                                                       1998           1998
                                                     ---------     -----------
<S>                                                  <C>           <C>        
ASSETS
Current assets:
    Cash and cash equivalents                        $  7,624      $     9,755
    Short-term investments                                600            9,157
    Accounts receivable                                 4,051            2,815
    Inventory                                          41,265           35,764
    Other current assets                                1,748            1,427
                                                     --------      -----------
                                                       55,288           58,918
                                                     --------      -----------

Leaseholds, fixtures and equipment, net                28,474           25,403
                                                     --------      -----------
                                                     $ 83,762      $    84,321
                                                     ========      ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                 $ 15,122      $    16,722
    Accrued expenses & other current liabilities        4,872            4,823
    Income taxes payable                                  859            2,495
                                                     --------      -----------
                                                       20,853           24,040
                                                     --------      -----------

Accrued rent                                            1,973            1,800

Shareholders' equity:
    Common stock                                           88               88
    Additional paid-in capital                         41,353           40,869
    Retained earnings                                  19,540           17,524
    Treasury stock                                        (45)     (        --)
                                                     --------      -----------
                                                       60,936           58,481
                                                     --------      -----------
                                                     $ 83,762      $    84,321
                                                     ========      ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3


<PAGE>   4

GADZOOKS, INC.
CONDENSED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)



<TABLE>
<CAPTION>
                                                   SECOND QUARTER ENDED              SIX MONTHS ENDED
                                                 --------------------------     -------------------------
                                                 AUGUST 1,        AUGUST 2,     AUGUST 1,       AUGUST 2,
                                                   1998            1997           1998             1997
                                                 ---------        ---------     ---------       ---------
<S>                                              <C>              <C>           <C>             <C>      
Net sales                                        $  48,202        $  36,780     $  93,228       $  70,850
Cost of goods sold including buying,
    distribution and occupancy costs                35,916           27,758        68,240          51,701
                                                 ---------        ---------     ---------       ---------
        Gross profit                                12,286            9,022        24,988          19,149

Selling, general and administrative expenses        11,429            8,881        22,049          17,114
                                                 ---------        ---------     ---------       ---------
        Operating income                               857              141         2,939           2,035

Interest income, net                                   113              134           298             376
                                                 ---------        ---------     ---------       ---------
         Income before income taxes                    970              275         3,237           2,411
 
Provision for income taxes                             364              104         1,214             916
                                                 ---------        ---------     ---------       ---------
         Net income                              $     606        $     171     $   2,023       $   1,495
                                                 =========        =========     =========       =========
Net income per share  
   Basic                                         $    0.07        $    0.02     $    0.23       $    0.17
                                                 =========        =========     =========       =========
   Diluted                                       $    0.07        $    0.02     $    0.22       $    0.16
                                                 =========        =========     =========       =========
 
Average shares outstanding
   Basic                                             8,836            8,669         8,815           8,631
                                                 =========        =========     =========       =========
   Diluted                                           9,071            9,110         9,083           9,118
                                                 =========        =========     =========       =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       4


<PAGE>   5

GADZOOKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(In thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED 
                                                                   -------------------------
                                                                   AUGUST 1,      August 2,
                                                                     1998           1997
                                                                   ---------     -----------
<S>                                                                <C>           <C>        
CASH FLOWS FROM OPERATING ACTIVITIES :

Net income                                                         $   2,023     $     1,495
Adjustments to reconcile net income to cash
  used in operating activities :
     Depreciation                                                      2,095           1,457
     Changes in operating assets and liabilities                     (10,074)         (2,091)
                                                                   ---------     -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (5,956)            861
                                                                   ---------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES :
     Capital expenditures, net                                        (5,165)         (6,797)
     Sales of short-term investments, net                              8,557           2,249
                                                                   ---------     -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    3,392          (4,548)
                                                                   ---------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES :
     Issuance of common stock                                            485             356
     Purchase of treasury stock                                         (110)             --
     Sale of treasury stock under employee stock purchase plan            58              --
                                                                   ---------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                433             356
                                                                   ---------     -----------

Net decrease in cash and cash equivalents                             (2,131)         (3,331)
Cash and cash equivalents at beginning of period                       9,755          10,348
                                                                   ---------     -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $   7,624     $     7,017
                                                                   =========     ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       5

<PAGE>   6



GADZOOKS, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(UNAUDITED)



1.       BASIS OF PRESENTATION

         The accompanying condensed financial statements contain all adjustments
         (consisting of only normal recurring accruals) necessary to present
         fairly the financial position as of August 1, 1998 and January 31,
         1998, and the results of operations and cash flows for the second
         quarter and six months ended August 1, 1998 and August 2, 1997. The
         results of operations for the second quarter and six months then ended
         are not necessarily indicative of the results to be expected for the
         full fiscal year. The condensed balance sheet as of January 31, 1998 is
         derived from audited financial statements. The condensed financial
         statements should be read in conjunction with the financial statement
         disclosures contained in the Company's Annual Report on Form 10-K for
         the fiscal year ended January 31, 1998.

2.       LONG-TERM OBLIGATIONS

         On June 11, 1998, the Company amended its credit agreement with Wells
         Fargo Bank to increase its unsecured revolving line of credit from $10
         million to $20 million. The terms of the credit agreement remained
         virtually the same; however, the commitment fee has been reduced from
         0.50 percent to 0.35 percent per annum on the unused portion of the
         revolving line. Any amount borrowed under the revolving line of credit
         becomes due on June 5, 1999. As of August 1, 1998, no amounts were
         outstanding under the revolving line.

3.       EMPLOYEE BENEFIT PLANS

         On June 18, 1998, the shareholders approved the Gadzooks, Inc. Employee
         Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees the
         right to purchase common stock on a monthly basis at 85 percent of the
         closing market price of the shares on the last day of the respective
         calendar month. The aggregate number of shares that may be offered
         under the ESPP is 60,000. The Company may purchase shares of common
         stock from time-to-time on the open market to provide shares for sale
         pursuant to the ESPP.


                                       6
<PAGE>   7



4.       SUBSEQUENT EVENTS

         Shareholder Rights Plan

         On September 3, 1998, the Company declared a dividend of one Preferred
         Share Purchase Right ("Right") on each outstanding share of Gadzooks,
         Inc. common stock. The dividend distribution will be made on September
         15, 1998 payable to shareholders of record on that date. The Rights
         become exercisable only if a person or group acquires 20 percent or
         more of the Company's common stock. Each Right will entitle
         shareholders to buy one one-thousandth of a new series of junior
         participating preferred stock at an exercise price of $110. When the
         Rights become exercisable, the holder of each Right (other than the
         acquiring person or members of such group) is entitled (1) to purchase,
         at the Right's then current exercise price, a number of the acquiring
         company's common shares having a market value of twice such price, (2)
         to purchase, at the Right's then current exercise price, a number of
         the Company's common shares having a market value of twice such price,
         or (3) at the option of the Company, to exchange the Rights (other than
         Rights owned by such person or group), in whole or in part, at an
         exchange ratio of one share of common stock (or one one-thousandth of a
         share of the new series of junior participating preferred stock) per
         Right. The Rights may be redeemed for one cent each by the Company at
         any time prior to acquisition by a person (or group) of beneficial
         ownership of 20 percent or more of the Company's common stock. The
         Rights will expire on September 15, 2008.

         Contingency

         A lawsuit was filed on August 19, 1998 in the United States District
         Court for the Northern District of Texas on behalf of purchasers of the
         publicly traded securities of the Company within the inclusive period
         of July 9, 1998 through July 22, 1998 alleging misleading and
         incomplete public disclosures regarding the Company's sales results.
         The Company believes the lawsuit is without merit and intends to defend
         it vigorously.

         The liability, if any, associated with this matter is not determinable
         at this time. While the adverse resolution of this case could
         negatively impact earnings in the year of settlement, it is the opinion
         of management that the ultimate resolution of the matter will not have
         a materially adverse effect on the Company's financial position.





                                       7
<PAGE>   8



                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


GENERAL

Gadzooks is a rapidly growing, mall-based specialty retailer of casual apparel
and related accessories for young men and women principally between the ages of
13 and 19. As of August 1, 1998, the Company had opened 55 new stores since the
beginning of the fiscal year, closed one store, and operated 304 stores in 32
states east of the Rocky Mountains.

The Company's business is subject to seasonal influences with slightly higher
sales during the Christmas holiday, back-to-school, and spring break seasons.
Management's discussion and analysis should be read in conjunction with the
Company's financial statements and the notes related thereto.

RESULTS OF OPERATIONS

Second Quarter Ended August 1, 1998 Compared to Second Quarter Ended August 2,
1997

Net sales increased approximately $11.4 million, or 31.1 percent, to $48.2
million during the second quarter of fiscal 1998 from $36.8 million during the
comparable quarter of fiscal 1997. Comparable store sales decreased 0.6 percent
for the second quarter of fiscal 1998. The total company sales increase was
attributable to new stores not yet included in the comparable store sales base.
A store becomes comparable after it has been open for 14 full fiscal months.

Gross profit increased approximately $3.3 million to $12.3 million during the
second quarter of fiscal 1998 from $9.0 million during the comparable quarter of
fiscal 1997. As a percentage of net sales, gross profit increased to 25.5
percent from 24.5 percent in the comparable quarter of last year. The majority
of the increase in gross profit resulted from an increase in merchandise margin
of 2.0 percent of sales due to a reduction in the amount of markdowns taken in
the junior and unisex categories as compared to the prior year. Store occupancy
costs as a percentage of sales increased by 1.4 as a result of lower than
expected sales. Buying and distribution costs decreased slightly as a percentage
of sales primarily due to the leveraging of the distribution center costs over a
larger store base.


                                       8
<PAGE>   9



Selling, general and administrative expenses ("SG&A") increased approximately
$2.5 million to $11.4 million during the second quarter of 1998 from $8.9
million during the comparable quarter of fiscal 1997. The aggregate increase in
SG&A is primarily attributable to additional store expenses as a result of the
Company's expanded store base during the past year and an increase in
administrative costs to support the larger store chain. As a percentage of net
sales, SG&A decreased to 23.7 percent during the second quarter of fiscal 1998
from 24.1 percent during the comparable quarter of last year. The decrease in
the SG&A percentage is primarily due to improved controls over store level
expenses.

The Company's net interest income decreased $21,000 to $113,000 during the
second quarter of fiscal 1998 from $134,000 in the comparable period of last
year due to the use of short-term investments to fund the Company's continuing
expansion.

Six Months Ended August 1, 1998 Compared to Six Months Ended August 2, 1997

Net sales increased approximately $22.4 million, or 31.6 percent, to $93.2
million during the first six months of fiscal 1998 from $70.9 million during the
comparable period of fiscal 1997. Comparable store sales decreased 0.6 percent
for the first six months of fiscal 1998. The total company sales increase was
attributable to new stores not yet included in the comparable store sales base.

Gross profit increased approximately $5.8 million to $25.0 million during the
first six months of fiscal 1998 from $19.1 million during the comparable period
of fiscal 1997. As a percentage of net sales, gross profit decreased to 26.8
percent compared to 27.0 percent in the comparable period of last year.
Merchandise margins as a percentage of sales increased by 1.0 percent due to a
reduction in the amount of markdowns taken in the junior category as compared to
the second quarter of 1997. Store occupancy costs as a percentage of sales
increased by 1.4 percent as a result of lower than expected sales. In addition,
buying and distribution costs decreased slightly as a percentage of sales as a
result of leveraging the distribution center costs over a larger store base.

Selling, general and administrative expenses increased approximately $4.9
million to $22.0 million during the first six months of 1998 from $17.1 million
during the comparable period of fiscal 1997. As a percentage of net sales,
selling, general and administrative expenses decreased to 23.7 percent of sales
during the first six months of fiscal 1998 from 24.2 percent of sales during the
comparable period of last year. The decrease in the SG&A percentage is primarily
due to improved controls over store level expenses.



                                       9
<PAGE>   10



Net interest income decreased by $78,000 to $298,000 during the first six months
of fiscal 1998 from $376,000 in the comparable period of last year due to the
use of short-term cash investments to fund the Company's continuing expansion.

LIQUIDITY AND CAPITAL RESOURCES

General. The Company's primary uses of cash are financing new store openings and
purchasing merchandise inventories. As a result of a previously announced
slow-down in the Company's new store openings, the Company expects its primary
use of cash for the remainder of the current fiscal year to be the purchase of
merchandise inventory. The Company is currently meeting its cash requirements
through cash flow from operations and short-term investments on-hand.

Cash Flows. At August 1, 1998, cash and cash equivalents were $7.6 million, a
decrease of $2.1 million since January 31, 1998. The primary uses of cash were
increased inventory levels of $5.5 million, capital expenditures of $5.2 million
for new stores, a decrease in accounts payable of $1.6 million, a decrease in
income taxes payable of $1.6 million, and an increase in accounts receivable of
$1.2 million. The primary sources of cash for the first six months of fiscal
1998 were net income before depreciation of $4.1 million and sales of short-term
investments of $8.6 million. The Company opened 55 new stores during the first
six months of 1998 as compared with 38 new stores in the same period of the
prior year.

Credit Facility. On June 11, 1998, the Company renewed its credit agreement with
Wells Fargo Bank, increasing its unsecured revolving line of credit from $10
million to $20 million. Amounts borrowed under the revolving line bear interest
at the lesser of either Prime Rate or 1.95 percent above LIBOR. The Company must
also pay a commitment fee of 0.35 percent per annum on the unused portion of the
revolving line. As of August 1, 1998, no amounts were outstanding under the
revolving line. The revolving line also provides for the issuance of letters of
credit that are generally used in connection with international merchandise
purchases and that reduce amounts otherwise available under the revolving line
of credit. As of September 10, 1998, letters of credit in the amount of $0.8
million were issued and outstanding. Any amount borrowed under the revolving
line of credit becomes due on June 5, 1999.

Capital Expenditures. The Company anticipates opening approximately eight new
stores during the remaining quarters of 1998. The Company estimates that its
average capital expenditures to open a new store, including leasehold
improvements and furniture and fixtures, will be approximately $175,000
(approximately $100,000 net of landlord construction allowances). The typical



                                       10

<PAGE>   11
cost of initial inventory for a new store is approximately $100,000; however,
the immediate cash requirement for inventory is partially financed through the
Company's payment terms with its vendors. Pre-opening costs range from $9,000 to
$13,000 for travel, hiring and training, and other miscellaneous costs
associated with the setup of a new store prior to its opening for business.
Pre-opening costs are expensed as incurred.

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 of credit.

STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

Certain sections of this Quarterly Report on Form 10-Q, including the preceding
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act, which represent the Company's expectations or beliefs concerning
future events. These forward-looking statements involve risks and uncertainties,
and the Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including, without limitation, those
set forth in the "Risk Factors" section of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998.




                                       11
<PAGE>   12



PART II - OTHER INFORMATION


Items 1-3 - None

Item 4 - Submission of Matters to a Vote of Security Holders

         (a)        The Annual Meeting of Shareholders of the Company was held
                    on June 18, 1998.

         (b)        Information regarding the Company's directors is contained
                    in the Company's Definitive Proxy Statement, which is
                    attached hereto as Exhibit 22.

         (c)        Robert E.M. Nourse was elected to serve as a director until
                    the Company's 2001 annual meeting of shareholders according
                    to the following vote:

                    For:  8,114,276       Withheld:  169,450

                    The 1992 Incentive and Nonstatutory Stock Option Plan was
                    amended to increase the aggregate number of shares of Common
                    Stock available for issuance under the Plan from 900,000 to
                    1,500,000 according to the following vote:

                    For:  5,276,933   Against:  1,808,991    Withheld:  9,688

                    The 1995 Non-Employee Director Stock Option Plan was amended
                    to (i) fix the number of shares for which options will be
                    granted to newly elected or appointed non-employee directors
                    at 5,000 shares, (ii) fix the number of shares for which
                    options will be granted annually to incumbent non-employee
                    directors at 2,000 shares and have such options vest over
                    two years, (iii) provide for a one-time grant of an option
                    to purchase 5,000 shares to each incumbent non-employee
                    director on June 18, 1998, (iv) accelerate the vesting and
                    extend the exercise period of a non-employee director's
                    options upon his cessation of service as a director if such
                    director has served on the Board of Directors for at least
                    five (5) consecutive years immediately preceding the date of
                    such cessation of service, (v) change the date of the annual
                    grant of options to each non-employee director to the third
                    day after the Company's release of 



                                       12
<PAGE>   13



                    annual earnings, and (vi) increase the number of shares
                    available for issuance under the Director Plan from 30,000
                    to 100,000, according to the following vote:

                    For:  6,262,836    Against:  825,002    Withheld:  14,790

                    The Employee Stock Purchase Plan was adopted according to
                    the following vote:

                    For:  6,870,154    Against:  229,574    Withheld:  2,900

                    The selection of PricewaterhouseCoopers LLP as the Company's
                    independent accountants for the fiscal year ending January
                    30, 1999 was ratified by the shareholders according to the
                    following vote:

                    For:  8,274,326    Against:  7,335       Withheld:  2,065

         (d)        None.

Item  5 - None

Item 6 - Exhibits and Reports on Form 8-K

         (a)        See Index of Exhibits.

         (b)        A Form 8-K dated September 3, 1998 was filed announcing the
                    adoption of a shareholder rights plan.




                                       13
<PAGE>   14




                                   SIGNATURES



Pursuant to the requirements 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.


                                                    GADZOOKS, INC.
                                                     (Registrant)




DATE:  September 15, 1998                   By:     /s/ MONTY R. STANDIFER
                                                 ---------------------------
                                                    Monty R. Standifer
                                                    Senior Vice President and
                                                    Chief Financial Officer








                                       14
<PAGE>   15



                                INDEX TO EXHIBITS

EXHIBIT
  NO.                       DESCRIPTION OF DOCUMENTS


  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 is 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).

  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).

  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).




                                       15
<PAGE>   16



  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).

  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).



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<PAGE>   17



  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).

  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).



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  10.19*         Amendment No. 1 to the Credit Agreement between the Company and
                 Wells Fargo Bank (Texas), National Association, dated June 11,
                 1998.

  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's 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.

  22             Definitive Proxy Statement pursuant to Section 14(a) of the
                 Securities Exchange Act of 1934 (filed with the Commission on
                 May 11, 1998, and incorporated herein by reference).

  27*            Financial Data Schedule


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






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