8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               Amendment No. 1

                                      To

                                   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):
                                  JUNE 3, 1999


                               THE GOOD GUYS, INC.


             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



   Delaware                          0-14134                     94-2366177
(State or other                 (Commission File                (IRS Employer
jurisdiction of                      Number)                 Identification No.)
incorporation)


             7000 Marina Boulevard, Brisbane, California 94005-1830
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code): 415/615-6000

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     Item 5. Other Events.

     On June 3, 1999, the Registrant announced that Ronald A. Unkefer, founder
and former Chairman and Chief Executive Officer of the Registrant will rejoin
the Registrant and its Board of Directors on July 1, 1999, as Chairman and Chief
Executive Officer. The Registrant also commenced on June 3, 1999, that Mr.
Unkefer is making an approximately $4.7 million investment in the Registrant,
purchasing from the Registrant 1,450,000 restricted shares of its Common Stock,
representing ten percent of the Registrant's issued and outstanding shares, and
acquiring warrants exercisable over a three year period for an additional
1,435,500 shares of Registrant's common stock. Robert A. Gunst is resigning as
President, Chief Executive Officer and as a director of Registrant, effective as
of June 30, 1999.

     Item 7. Financial Statements and Exhibits.

     (c)  99.1 Press Release, dated June 3, 1999


                                    SIGNATURE

     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 hereunto duly authorized.


                                          THE GOOD GUYS, INC.
                                          (Registrant)




                                          By: /s/ VANCE R. SCHRAM
                                              ----------------------------------
                                              Name: Vance R. Schram
                                              Title: Controller and Assistant
                                                     Secretary
Dated: June 9, 1999


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                                  Exhibit Index



Exhibit No.         Description
- -----------         -----------
                 
  99.1              Press Release dated June 3, 1999

EX-99.1

   1
                                                                    EXHIBIT 99.1

                                                       Contacts: Robert A. Gunst
                                                               President and CEO
                                                                  (650) 615-6060
                                                             The Good Guys, Inc.

                                                               Kristen Malacarne
                                                              for First Ventures
                                                               Fleishman-Hillard
                                                                  (214) 665-1335


                          ORIGINAL "GOOD GUY" RETURNS:
            RON UNKEFER NAMED CHAIRMAN AND CEO OF THE GOOD GUYS! AND
                           TAKES 10% STAKE IN COMPANY

San Francisco (June 3, 1999) -- THE GOOD GUYS! (NASDAQ: GGUY) today announced
that Ronald A. Unkefer, founder and former Chairman and Chief Executive Officer
of THE GOOD GUYS!, will rejoin the Company and its Board of Directors on July
1, 1999, as Chairman and Chief Executive Officer. Unkefer will replace Robert
A. Gunst, who announced in April his resignation as President and CEO effective
June 30, 1999.

     "The return of Ron Unkefer to THE GOOD GUYS! is an important milestone in
the life of this Company," said Howard Lester, member of the Company's Board of
Directors and Chairman and CEO of Williams Sonoma. "Ron's track record in this
industry and with the THE GOOD GUYS! makes him uniquely qualified to assume the
role of Chairman and CEO. In addition, his relationships in Silicon Valley and
his experience in the Internet and technology arenas will enable him to bring
an important new dimension to the Company's strategic plan and operations."

     "I am proud to rejoin THE GOOD GUYS! and excited about leading the
Company at such a challenging and promising time," said Unkefer. "We plan to
leverage the broad-based recognition and high regard for THE GOOD GUYS! brand
to reaffirm the Company's position at the forefront of consumer electronic
retailing and return to the consistent growth and profitability it had
historically achieved."
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     The Company also announced today that Unkefer is making approximately a
$4.7 million investment in the Company, purchasing from the Company 1,450,000
restricted shares of its common stock, representing ten percent of the Company's
issued and outstanding shares, and acquiring warrants exercisable over a
three-year period for an additional 1,435,500 shares of common stock.

     Unkefer founded THE GOOD GUYS! on July 1, 1973, opening the Company's
original store in San Francisco. From 1973 until 1993, Unkefer served as
Chairman and CEO, building the Company into the West Coast's most successful and
profitable specialty retailer of consumer electronics. In 1986, Unkefer took the
Company public. Unkefer retired from the position of CEO in January, 1993 to
pursue full time his venture capital and broadcasting interests and continued to
serve as Chairman of THE GOOD GUYS! until January 1996. Currently, Unkefer is
Chairman of First Ventures, a venture capital fund investing in Internet and
technology companies in Silicon Valley, and Chairman of First Broadcasting, an
owner and developer of major market radio stations.

     THE GOOD GUYS! is a leading specialty retailer of consumer electronics,
operating a total of 79 stores, 61 in California, nine in Washington, five in
Oregon and four in Nevada, and marketing a broad range of high quality, name
brand products. For more information on the Company, including news releases,
employment opportunities, product information and store locations, visit THE
GOOD GUYS! Internet home page at http://www.thegoodguys.com. THE GOOD GUYS!
press releases are also available by fax through Company News-On-Call at
800-758-5804, extension 108403.

To the extent this news release contains forward-looking statements, such
statements are subject to risks and uncertainties, including, but not limited
to, increases in promotional activities of competitors, changes in consumer
buying attitudes, the presence or absence of new products or product features in
the Company's merchandise categories, changes in vendor support for advertising
and promotional programs, changes in the Company's merchandise sales mix and
economic conditions.


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