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



FORM 8-K




Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 

Date of report (Date of earliest event reported): March 4, 2003



Gottschalks Inc. 
(Exact
name of registrant as specified in its charter) 

Delaware
(State of Other Jurisdiction of Incorporation)

 

  
  
    
      1-09100
    
      77-0159791
  
    
       (Commission File Number)
    
      (I.R.S. Employer Identification
  Number)

7 River Park Place East
Fresno, California   
93720 
(Address of principal executive offices
including zip code) 

(559) 434-4800 
(Registrant's telephone number, including area code)

Not Applicable 
(Former Name
or Former Address, if Changed Since Last Report) 






Item 5.  Other Events

	On March 4, 2003, the Company's senior secured revolving
credit facility (for which General Electric Capital Corporation serves as agent)
was amended by the Sixth Amendment dated February 28, 2003, effective January 31, 2003.  The Sixth Amendment revises the Minimum EBITDA and Minimum Inventory Ratio financial covenants of the facility. 






Item 7.  Exhibits




Exhibit No.

Description


10.1


Sixth Amendment to Credit Agreement dated February 28, 2003, by and among Gottschalks Inc., General Electric Capital Corporation, The CIT Group/Business Credit, LaSalle Retail Finance and Foothill Capital Corporation.















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.




  
    
    
  
     
    

Gottschalks Inc.
(Registrant)
  
     
     
  
    March 5, 2003
    
      
By: /s/ James R. Famalette
James R. Famalette President and
      Chief Executive Officer
  
     
     
  
    March 5, 2003
    
      
By: /s/ Michael S. Geele
Michael S. Geele
Senior Vice
      President and Chief Financial
Officer