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): May 5, 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 May 5 2003, Gottschalks Inc. (the "Company") issued
a press release announcing a common stock repurchase program for the purchase of up to one million shares during the remainder of fiscal 2003.  A copy of this press release is attached hereto as Exhibit 99.1.  In connection with this announcement, the Company obtained permission for the repurchase program from the Lenders in its revolving credit facility.  A copy of the Seventh Amendment to the revolving credit facility agreement is attached hereto as Exhibit 99.2. 


Item 7.  Exhibits



Exhibit No.

Description


99.1

Press Release dated May 5, 2003.

99.2

Seventh Amendment to Credit Agreement dated May 2, 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)
  
     
     
  
    May 5, 2003
    
      
By: /s/ James R. Famalette
James R. Famalette President and
      Chief Executive Officer
  
     
     
  
    May 5, 2003
    
      
By: /s/ Michael S. Geele
Michael S. Geele
Senior Vice
      President and Chief Financial
Officer