GOT Gott Chalks

CUSIP No. 383485109 13G/A Page 2 of 5 Pages


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 (1) NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO.
 OF ABOVE PERSONS (ENTITIES ONLY)
 JANA PARTNERS LLC
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 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
 (a) [ ]
 (b) [ ]
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 (3) SEC USE ONLY
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 (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF (5) SOLE VOTING POWER
 0

SHARES --------------------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 0
OWNED BY --------------------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING --------------------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 0
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 0
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 0.0%
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 (12) TYPE OF REPORTING PERSON **
 IA
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 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 383485109 13G/A Page 3 of 5 Pages

Item 1(a). Name of Issuer:
 Gottschalks Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
 7 River Park Place East
 Fresno, California 93720

Item 2(a). Name of Person Filing:
 JANA Partners LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:
 200 Park Avenue, Suite 3300
 New York, New York 10166

Item 2(c). Citizenship:

 This Statement is filed by JANA Partners LLC, a Delaware
 limited liability company. JANA Partners LLC is a private
 money management firm which holds the Common Stock of the
 Issuer in various accounts under its management and
 control. The principals of JANA Partners LLC, Barry
 Rosenstein and Gary Claar, are U.S. citizens.

Item 2(d). Title of Class of Securities:

 Common Stock, $0.01 Par Value per share

Item 2(e). CUSIP Number:

 383485109

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:

 (a) [ ] Broker or dealer registered under Section 15 of the Act,

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act,

 (c) [ ] Insurance Company as defined in Section 3(a)(19) of the
 Act,

 (d) [ ] Investment Company registered under Section 8 of the
 Investment Company Act of 1940,

 (e) [ ] Investment Adviser in accordance with Rule
 13d-1(b)(1)(ii)(E),

 (f) [ ] Employee Benefit Plan or Endowment Fund in accordance
 with Rule 13d-1(b)(1)(ii)(F),

 (g) [ ] Parent Holding Company or control person in accordance
 with Rule 13d-1(b)(1)(ii)(G),

CUSIP No. 383485109 13G/A Page 4 of 5 Pages

 (h) [ ] Savings Association as defined in Section 3(b) of the
 Federal Deposit Insurance Act,

 (i) [ ] Church Plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act of 1940,

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4. Ownership.

 (a) Amount beneficially owned: 0

 (b) Percent of class: 0.0%

 (c) Number of shares as to which JANA Partners LLC has:
 (i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 0
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 0

Item 5. Item 5. Ownership of Five Percent or Less of a Class.
 If this statement is being filed to report the fact that as of the
 date hereof the reporting person has ceased to be the beneficial
 owner of more than 5 percent of the class of securities, check the
 following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired
 the Security Being Reported on by the Parent Holding Company.
 Not Applicable

Item 8. Identification and Classification of Members of the Group.
 Not Applicable

Item 9. Notice of Dissolution of Group.
 Not Applicable

CUSIP No. 383485109 13G/A Page 5 of 5 Pages


Item 10. Certification.

 The Reporting Person hereby makes the following certification:

 By signing below we each certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired and are not being
held for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.

 SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete, and
correct.


DATED: February 14, 2008


 JANA PARTNERS LLC


 By: /s/ Barry Rosenstein
 -------------------------------------
 Barry Rosenstein
 Managing Partner


 By: /s/ Gary Claar
 -------------------------------------
 Gary Claar
 General Partner