8-K

      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): July 24, 2000



               Gottschalks Inc.
________________________________________________________________________
 (Exact Name of Registrant as Specified in its Charter)



Delaware                            1-09100               77-0159791
- --------------------------------------------------------------------------
(State or Other Jurisdiction  (Commission File Number)      (IRS
   of Incorporation)                                    Identification No.)



7 River Park Place East, Fresno, California     93720
__________________________________________________________________________
 (Address of Principal Executive Offices)      (Zip Code)



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


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



Item 2.   Acquisition or Disposition of Assets

Pursuant to an asset purchase agreement  dated
as of April 24, 2000, as amended as of May 16, 2000, on
July 24, 2000 Gottschalks Inc. ("Gottschalks")
acquired  the leasehold interests and  certain
store  fixtures and equipment in 37 department
stores  from  bankrupt Lamont's Apparel,  Inc.
("Lamonts"),  for  a cash purchase  price  of
approximately  $20.1  million.  The   purchase
price  was  determined  through  arms'  length
negotiations between Gottschalks and Lamonts.
Gottschalks  financed the acquisition  with  a
new   $10.0  million  term  loan  from  Heller
Financial  Leasing, Inc. and borrowings  under
its  pre-existing  revolving  credit  facility
with Congress Financial Corporation (Western).

Concurrent   with   the   closing    of    the
transaction,   Gottschalks   agreed   to   the
termination   of  one  of  the  newly-acquired
department store leases in exchange  for  $2.5
million  in  cash. Subsequent to the  closing,
Gottchalks sold another one of the newly-
acquired  department store leases and  related
fixtures  and equipment for $20,000  in  cash,
and  agreed to the termination of another  one
of  the newly-acquired department store leases
for no cash consideration.

Lamonts liquidated its merchandise inventories
and closed its stores at various dates through
July  2,  2000.  Gottschalks plans to  convert
the  stores to the Gottschalks banner, and re-
open  them in stages beginning in late August,
with all stores open by mid-September. In  the
meantime, Gottschalks is acquiring merchandise
inventory  for  the new locations,  completing
certain  tenant  improvements, purchasing  new
fixtures,  modifying  the  store  layouts   to
conform  to the Gottschalks model, hiring  and
training store associates, installing point-of-
sale computer equipment, advertising the grand
opening  of the new stores and soliciting  new
customers.

Prior to the acquisition, Gottschalks operated
forty-two   department  stores  and   nineteen
specialty     apparel    stores     throughout
California,  and  in  Washington,  Oregon  and
Nevada.  The acquisition of the 34 new stores,
which  are located in five Western states  (19
in Washington, seven in Alaska, five in Idaho,
two  in Oregon and one in Utah), significantly
expands  Gottschalks presence in  the  Pacific
Northwest.



Item 7.   Financial Statements, Pro Forma
          Financial Information and Exhibits

          (a)  Financial Statements of Business Acquired;

               The Company is presently evaluating whether such financial
               information will be required.  In the event such information
               is required, it will be filed by amendment not later than
               60 days after the date which this current Report on Form 8-K
               is required to be filed.

          (b)  Pro Forma Financial Information:   See (a) above.

          (c)  Exhibits:

               2.1  Asset  Purchase  Agreement
                    dated as April 24, 2000 by
                    and   between  Gottschalks
                    Inc. and Lamonts Apparel,
                    Inc. *

               2.2  Amendment No. 1  to  Asset
                    Purchase  Agreement  dated
                    as  of May 16, 2000 by and
                    between  Gottschalks  Inc.
                    and Lamonts Apparel, Inc.





*    Filed with the Company's Annual Report on
     Form 10-K dated January 29, 2000
     (File No. 1-09100).






     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)


     August 7, 2000             /s/ James R. Famalette
                                    President and Chief Executive Officer

EX-2.2

                AMENDMENT NO. 1
                      TO
           ASSET PURCHASE AGREEMENT


          This AMENDMENT NO. 1 TO ASSET
PURCHASE AGREEMENT (this "Amendment") dated as
of May 16, 2000 is entered into by and among
LAMONTS APPAREL, INC., a Delaware corporation
("Seller"), in its capacity as debtor-in-
possession in Case No. 00-00045 (TTG) in the
United States Bankruptcy Court for the Western
District of Washington, and GOTTSCHALKS INC.,
a Delaware corporation ("Buyer").

              W I T N E S S E T H

          WHEREAS, Seller and Buyer are party
to that certain Asset Purchase Agreement dated
as of April 24, 2000 (the "Agreement;"
capitalized terms used but not defined herein
being used herein as therein defined); and

          WHEREAS, Seller and Buyer desire to
amend the Agreement on the terms and
conditions hereinafter set forth.

          NOW THEREFORE, in consideration of
the mutual promises and covenants contained
herein, and other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending
to be legally bound, the parties do hereby
agree as follows:

          Section 1.     Amendments to the Agreement and
the Disclosure Schedule.

          (a)  That certain letter agreement dated May
11, 2000 by and between Buyer and Seller and
the modifications to the Agreement set forth
therein are incorporated herein by this
reference.

          (b)  The first sentence of Section 3.1 of the
Agreement is hereby amended to read in its
entirety as follows:

          "The total purchase price
          (the "Total Purchase
          Price") to be paid to
          Seller by Buyer for the
          Purchased Assets shall be
          (a) the assumption of the
          Assumed Liabilities, plus
          (b) $20,102,000 in cash
          (the "Cash Portion")."

          (c)  The following text is hereby added as the
second sentence of Section 3.2 of the
Agreement:

          "Notwithstanding the
          foregoing, effective as of
          June 1, 2000, Seller shall
          assign and transfer to
          Buyer all of Seller's
          right, title and interest
          in, to and under that
          certain Lease Guarantee to
          Distribution Center Lease
          identified in Section
          1.2(7) of the Disclosure
          Schedule, and Buyer shall,
          effective as of June 1,
          2000, assume and undertake
          to perform Seller's
          obligations thereunder,
          but only if and to the
          extent that the same arise
          on or after June 1, 2000.

          (d)  The following text is hereby added to the
Agreement as new Section 3.3(g) thereof:

          "A warranty deed in the
          State of Washington
          conveying all of Seller's
          right, title and interest
          in and to all of the
          improvements located on
          the real property leased
          under the Lease for Store
          558, Silverdale (Kitsap
          Mall)."

          (e)  The Disclosure Schedule (including, but
not limited to, Sections 1.2(9), 1.2(28),
1.2(36), 2.1(a), 4.3 and 4.5 thereof) is
hereby amended to delete any and all
references to Store 540, Alderwood.

          (f)  The following text is hereby added as the
second sentence of Section 6.5(a) of the
Agreement:

          "Without limiting the
          foregoing, Seller shall
          continue to be liable for
          the payment of all rent
          (including, but not
          limited to, percentage
          rent), liabilities and
          other charges due or which
          accrue (whether or not yet
          due and payable) under the
          Leases, the Assumed Mall
          Agreements and the Assumed
          Contracts prior to
          midnight on the day
          immediately prior to the
          Closing Date."

          (g)  The following text is hereby added to the
Agreement as new Section 6.8 thereof:

          "Commencement of
          Operations.  Buyer shall
          commence operations at the
          following locations on or
          prior to September 1,
          2000:  Burien, Crossroads,
          Shadle, Westwood Village,
          Factoria, Northgate
          (Seattle - #528),
          Aberdeen, Kitsap, and
          Coeur D'Alene."

          Section 2.     No Amendments Other Than as
Expressly Specified.  Except as expressly
amended, modified or supplemented hereby, the
Agreement shall remain in full force and
effect in accordance with its terms.

          Section 3.     General.  This Amendment may be
amended only by agreement in writing of both
parties.  This Amendment and the legal
relations between the parties shall be
governed by and construed in accordance with
the laws of the State of Washington applicable
to contracts made and performed in such State
and without regard to conflicts of law
doctrines.  The descriptive headings of the
articles, sections and subsections of this
Amendment are for convenience only and do not
constitute a part of this Amendment.  This
Amendment may be executed in one or more
counterparts and by different parties in
separate counterparts.  All of such
counterparts shall constitute one and the same
agreement.  If any provision of this Amendment
is determined to be invalid, illegal or
unenforceable by any Governmental Entity, the
remaining provisions of this Amendment shall
remain in full force and effect provided that
the essential terms and conditions of this
Amendment for all parties remain valid,
binding and enforceable.

          IN WITNESS WHEREOF, each of the
parties hereto has caused this Amendment to be
executed by its duly authorized officers as of
the day and year first above written.


                              LAMONTS APPAREL, INC.



                             By:/s/ Debbie Brownfield
                             Title: Chief Financial Officer


                              GOTTSCHALKS INC.



                              By: /s/ Michael S.Geele
                              Title:  Senior Vice President and
                                      Chief Financial Officer