SC 13D/A

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)¹

Gottschalks Inc. (Name of Issuer)

Common Stock, par value $0.01 per share (Title of Class of Securities)

383495109 (CUSIP Number)

Thomas H. McPeters, Esq.
McPeters, McAlearney, Shimoff & Hatt, A Professional Corporation
Washington Mutual Bank Building, Second Floor, 4 West Redlands Boulevard
P.O. Box 2084
Redlands, California 92373-0661
Telephone (909) 792-8919 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 29, 2002 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:    Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

¹

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 4

SCHEDULE 13D

        This Amendment No. 3 (this "Amendment") amends and supplements Items 4, 6 and 7 of the Schedule 13D (the "Schedule") filed on August 28, 1998, as amended by Amendment No. 1 thereto filed on February 28, 2002, and Amendment No. 2 thereto filed on June 4, 2002, by The Harris Company ("Harris"), El Corte Ingles, S.A., Joseph Levy and Bret Levy with respect to the Common Stock of Gottschalks Inc. ("the Company"). All capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Schedule.

Page 2 of 4

Item 4.  Purpose of Transaction.

        Pursuant to a Credit Facilitation Agreement entered into on February 22, 2002 (the "Credit Facilitation Agreement") by and between the Company and Harris, Harris agreed to cause Bank of America, N.A. (the "Bank") to issue an Irrevocable Standby Letter of Credit in the amount of $7,000,000 (the "Letter of Credit") to General Electric Capital Corporation (the "Beneficiary"), the administrative agent for the lender syndicate pursuant to that certain Credit Agreement dated January 31, 2002 by and among the Company, the Beneficiary and CIT Business Credit. Pursuant to a First Amendment to Credit Facilitation Agreement dated May 29, 2002 by and between the Company and Harris, Harris agreed to cause the Bank to extend the term of the Letter of Credit from June 30, 2002 to September 30, 2002.

        On August 29, 2002, pursuant to a Second Amendment to Credit Facilitation Agreement dated August 29, 2002 by and between the Company and Harris (the "Second Amendment"), Harris agreed to cause the Bank to extend the term of the Letter of Credit from September 30, 2002 to January 31, 2003. In addition, the term of the Letter of Credit may be extended under certain circumstances as more fully described in the Second Amendment, a copy of which is filed herewith as Exhibit 8. The Company's reimbursement obligations to Harris under the amended Credit Facilitation Agreement, which arise in the event any payment is made under the Letter of Credit by the Bank to the Beneficiary, are general and unsecured obligations of the Company.

        Pursuant to a Guaranty—Security Agreement—Stock Pledge dated February 22, 2002 (the "Guaranty and Pledge") by and among Joseph Levy, Jody Levy-Schlesinger, Felicia Levy Weston, Bret Levy (collectively, the "Pledgors") and Harris, the Pledgors guaranteed the Company's obligations under the Credit Facilitation Agreement on a non-recourse basis, as described below. As security for the Pledgors' guaranty obligations and the Company's obligations under the Credit Facilitation Agreement, the Pledgors granted Harris a continuing security interest in all of the shares of the Company's common stock owned by the Pledgors (the "Shares"), all of the Pledgors' rights to acquire shares of the Company's common stock and all proceeds from the sale of any such shares (collectively, the "Collateral"). The Pledgors' guaranty under the Guaranty and Pledge is enforceable only against, and to the extent of, the Collateral, and not against any other assets of the Pledgors. During the term of the Guaranty and Pledge, and until a default by Company or a Pledgor under the Credit Facilitation Agreement or Guaranty and Pledge, the Pledgors will be entitled to exercise all voting and consensual rights pertaining to the Shares, and will be entitled to receive any and all dividends and distributions paid in respect of the Shares.

Item 6.  Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

        Item 4 is incorporated herein by this reference.

Item 7.  Material to be Filed as Exhibits

Exhibit 8 Second Amendment to Credit Facilitation Agreement dated August 29, 2002 by and between the Company and Harris

Page 3 of 4

SIGNATURE

        After reasonable inquiry and to the best of the undersigneds' knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 3, 2002	THE HARRIS COMPANY, a California corporation
	By:	/s/  JORGE PONT
	Name:	Jorge Pont
	Title:	President and Chief Executive Officer
	EL CORTE INGLES, S.A., a Spanish corporation
	By:	/s/  JORGE PONT
	Name:	Jorge Pont
	Title:	International Division Director
	/s/  JOSEPH LEVY Joseph Levy
	/s/  BRET LEVY Bret Levy

Page 4 of 4

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SCHEDULE 13D

Item 4. Purpose of Transaction.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits

SIGNATURE

EX-8

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EXHIBIT 8

SECOND AMENDMENT TO CREDIT FACILITATION AGREEMENT

        1.    Parties.    The parties to this Second Amendment to Credit Facilitation Agreement are Gottschalks Inc., a Delaware Corporation, and The Harris Company, a California Corporation.

        2.    Definitions.    The terms as used herein shall have meanings ascribed to them in the Credit Facilitation Agreement executed by the parties on February 22, 2002, and the First Amendment to Credit Facilitation Agreement executed by the parties on May 29, 2002, unless a different meaning is ascribed to them in this Second Amendment to Credit Facilitation Agreement.

        3.    Extension of Standby Letter of Credit.    Credit Facilitator shall cause the Standby Letter of Credit to be amended by Bank to permit draws by Beneficiary until January 31, 2003, and thereafter, until May 31, 2003, in the event the Corporation files, or there is filed against it, a petition under the United States Bankruptcy Code or Corporation make an assignment for the benefit of its creditors. Otherwise, the Standby Letter of Credit shall be and remain as first issued on February 22, 2002, and amended by Bank on May 31, 2002.

        4.    Payment to Credit Facilitator.    Corporation shall pay to Credit Facilitator, on demand and in immediately available funds, the amount of any Payment to Beneficiary by Bank plus interest at the lesser of ten percent (10%) per annum, or the greatest amount that may be charged without violation of law.

        5.    Corporation to Pay Credit Facilitator Bank's Fees, Expenses and Costs.    Corporation shall pay to Credit Facilitator, on demand and in immediately available funds, the Bank's Fees, Expenses and Costs for amending the Standby Letter of Credit, plus interest at the lesser of ten percent (10%) per annum, or the greatest amount that may be charged without violation of law, from and after five (5) business days of demand to the date of payment to Credit Facilitator.

        6.    Effect of Second Amendment.    The Credit Facilitation Agreement, and First Amendment to Credit Facilitation Agreement, shall remain in full force and effect as originally written, except as modified, superseded or amended, by this Second Amendment.

SIGNATURE PROVISIONS ON THE FOLLOWING PAGE

Dated  August 29, 2002	GOTTSCHALKS INC., A Delaware Corporation
	By:	/s/  JAMES R. FAMALETTE James R. Famalette President and Chief Executive Officer
	By:	/s/  MICHAEL S. GEELE Michael S. Geele Senior Vice President and Chief Financial Officer
	THE HARRIS COMPANY, A California Corporation
	By:	/s/  JORGE PONT Jorge Pont President and Chief Executive Officer
	By:	/s/  THOMAS H. MCPETERS Thomas H. McPeters Chief Financial Officer and Secretary

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EXHIBIT 8

SECOND AMENDMENT TO CREDIT FACILITATION AGREEMENT