Mail Stop 0308 							March 16, 2005


Brenda I. Morris
Chief Financial Officer
Zumiez Inc.
6300 Merrill Creek Parkway, Suite B
Everett, WA 98203

Re:	Zumiez Inc.
      Registration Statement on Form S-1
      File No. 333-122865
      Filed February 17, 2005

Dear Ms. Morris:

      We have reviewed your filing and have the following
Where indicated, we think you should revise your document in
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
After reviewing this information, we may or may not raise

      Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
of our review.  Feel free to call us at the telephone numbers
at the end of this letter.

1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  Also, please confirm that any preliminary prospectus
you circulate will disclose all non-Rule 430A information,
the price range and related information based on a bona fide
of the public offering price within that range.

2. Please file as promptly as practicable all exhibits,
the legal opinion and underwriting agreement, as we will review
prior to granting effectiveness of the registration statement.  We
may have further comments upon review of the exhibits.
3. Please provide us with the industry publications from which you
have obtained statistical data, and to which you refer on page 41
throughout your Business section.  Similarly, please provide us
support for the statement indicating that you are "a leading
specialty retailer of action sports related apparel, footwear,
equipment and accessories" and all other statements regarding
leadership.  Please mark your supplemental support or provide page
references in your response to the sections upon which you rely.
Tell us whether the information you cite from these reports is
publicly available.  If not, you should obtain appropriate consent
cite these reports in your filing.
4. Please tell us what exemption from registration Zumiez Holdings
will rely on to distribute securities immediately prior to the
initial public offering.
Prospectus Cover Page
5. Please delete the phrase "Joint Book Running Managers" from the
prospectus cover page.  You may, however, include this phrase,
with a
brief explanation, to describe the syndicate`s specific function,
the Underwriting section.

Certain Terms Used in this Prospectus, page ii
6. Please delete the entire section as the information provided
is either unnecessary or redundant.  For example, the disclosure
what "Zumiez," "we," and "us" denote is evident from the context.
Also, the information related to comparable store sales, gross
footage, and Internet sales appears in the footnotes on page 7,
the terms are first discussed in the prospectus.  In addition, the
disclosure on the change of your fiscal year and its effects on
financial statements is appropriately located in the introductory
paragraphs of the Management`s Discussion and Analysis section on
page 26.  You may explain the connotation of "SKU" where you first
use that term on page 42.  Also, please relocate the paragraph
beneath the table of contents.

Prospectus Summary, page 1
7. Please revise the summary to describe briefly the salient
of your business and the key aspects of this offering, and provide
the detailed information on these aspects in the Business section.
At present, the summary is too lengthy and repetitive of
that is disclosed later in the prospectus.  For example, the
discussion on pages 1-2 under the sub-heading Zumiez Inc. is
verbatim in the Business section, and much of the language in the
Competitive Strengths, Growth Strategy, and The Action Sports
sub-sections in the summary and the Business section are
Delete the discussion of competitive strengths, growth strategies,
and the action sports market since it is more appropriate for the
Business section.
Risk Factors, page 8
8. In the first paragraph in italics, please revise the clause
risks described below are not the only risks that we face" to make
clear that you have identified all material risks known to you and
anticipated by you at present.

The terms of our revolving credit facility impose operating and
financial restrictions..., page 12
9. Please identify Bank of America as the lender with which you
currently have a revolving credit facility, and also disclose the
effects of your breaching financial covenants in fiscal 2002.

Most of our merchandise is produced by foreign manufacturers...,
10. Please quantify the percentage of purchases that are
in U.S. dollars.

Purchasers in this offering will immediately experience
dilution..., page 18
11. Please revise to compare the net book value per share after
offering to the initial offering price.

Washington law and our articles of incorporation and bylaws, page
12. Please amplify your risk factor heading to disclose the risk
your shareholders that the anti-takeover provisions may prevent or
frustrate attempts to replace or remove the current management of
company by shareholders, even if the takeover may be in their best
Cautionary Note Regarding Forward-Looking Statements and Market
page 20
13. Please delete the sentence:  "All statements other than
statements of historical facts...are forward-looking statements."
You may, however, state to the effect that statements that reflect
your current views with respect to future events and financial
performance, and any other statements of a future or forward-
nature are forward-looking statements for the purposes of federal
securities laws.
14. As you are responsible for the accuracy and completeness of
contents of the registration statement, please delete the last

Use of Proceeds, page 21
15. Please provide a more meaningful description of "general
corporate purposes," by breaking down the category into sub-
components such as general and administrative expenses, and the
16. Please quantify the approximate dollar amount of proceeds that
you intend to use for each of the purposes you have identified.
Item 504 of Regulation S-K.
Management`s Discussion and Analysis

Overview, page 26
17. We note that you list in bullet points on page 27 certain
and uncertainties that may affect your business or operations.
Please expand this section to discuss in reasonable detail these
any other known material trends and uncertainties that will have
are reasonably likely to have a material impact on your revenues
income or result in your liquidity decreasing or increasing in any
material way.  For example, if relevant, you may discuss the
trends in the nature of your competition, the consumer demands in
geographical markets where you compete, developments in the mall
retail sales trends, and any increased purchasing or advertising
costs in your industry.  In doing so, provide additional
about the quality and variability of your earnings and cash flows
that investors can ascertain the likelihood of the extent past
performance is indicative of future performance.  In addition,
discuss in reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges, and risks in short and long
term and the actions you are taking to address them.
  	Please refer to SEC Release No. 33-8350.

Results of Operations, page 29

18. Where you describe two or more business reasons that
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
to the overall change in that line item, if practical.  For
when you explain the increase of "comparable" stores net sales for
the nine months ended October 30, 2004 compared to the nine months
ended November 1, 2003, you do not quantify in dollar and
terms the increase of net sales of footwear, accessories, and
skateboard hardgoods and the decrease of net sales of snowboard
hardgoods at those stores.  Similarly, for the same two periods,
the absence of quantification of the increase in costs of
new stores and the increase in infrastructure and administrative
staff, the disclosure on the increase in selling, general, and
administrative expenses is not meaningful.  Provide similar
quantified information in your discussion of changes in aspects of
operating results between other fiscal periods.  See Item 303(b)
Regulation S-K.
19. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, where you indicate that the
increase in net sales for the nine months ended October 30, 2004
primarily due to higher net sales of footwear, accessories and
skateboard hardgoods at comparable stores, expand your
to describe how and/or why you achieved the increased sales in
product groups, if known.  For example, if the changes are the
of new product lines or pricing changes, please state so.  See
303(a) of Regulation S-K and SEC Release No. 33-8350.
20. We note on page 13 that your private label merchandise
carries a higher gross margin than other merchandise.  To the
that the sales fluctuations in your private label merchandise
materially changes gross margin, please quantify and discuss these
changes in Management`s Discussion and Analysis.

Liquidity and Capital Resources, page 33
21. We note your statement regarding expectations about your cash
requirements for the next twelve months.  Please disclose your
expectations regarding liquidity for the long-term as well.
22. Please revise your discussion to include the average and peak
borrowings under your revolving line of credit in order to provide
the reader with a sense of the adequacy of your borrowing
Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-8350
for guidance.

Contractual Obligations and Commercial Commitments, page 35
23. Please revise your narrative following the table to provide a
context for the reader to understand the impact of real estate
insurance and common area and maintenance charges on your total
operating lease obligations.  We assume this could be achieved by
reference to the total dollar amount of such costs incurred for
most recent fiscal year, or the amount that such costs typically
represent expressed as a percentage of annual operating lease
obligations.  See Item 303(a)(5) of Regulation S-K.

Merchandising and Purchasing, page 41
24. Please tell us the basis for including the names of certain
manufacturers and not others.  Have you included these
because they are the largest manufacturers from which you purchase
products?  If not, clarify the basis for selecting to disclose the
identity of some brands and not others.  Also, because none of
brands account for more than 10% of your net sales, you should not
separately identify them in the Prospectus Summary.

Marketing and Advertising, page 45
25. Please disclose the dollar amount spent on marketing and
promotion efforts for each of the last three fiscal years and any
subsequent interim period.

Management, page 48
26. Please provide dates to account for the professional
of Ms. Kilbourne and Messrs. Davin and Barnum for the past five
years.  See Item 401 of Regulation S-K.

Stock Option Grants in Fiscal 2004, page 52
27. Please expand your discussion in the Option Grant table to
describe the valuation methodologies used by the board of
in reaching its conclusions concerning the market value of the
underlying shares. Briefly describe how the methodologies
the valuations that established the option exercise prices.  If
is a substantial disparity between the option exercise prices and
proposed public offering price, alert investors to the disparity
quantify the effect of using the public offering price as the base
compute the potential option values using the 5% and 10% assumed
rates of stock price appreciation.  If you wish to provide the
potential realizable values in the table using the assumed
price as the base price, we will not object, if you explain this
in a
footnote.  See Section IV.C of SEC Release 33-7009.

Certain Relationships and Related Transactions, page 60
28. Please file all material agreements involving related party
transactions as exhibits.  If you do not file an agreement,
to us why you do not regard that particular agreement to be

29. Throughout this section, please represent whether the terms of
the related-party transactions obtained by you were as favorable
could have been obtained from unaffiliated third parties.

Principal and Selling Stockholders, page 63
30. Please identify the person who exercises voting, investment,
dispositive control over the securities held of record by
Zumiez Investors, LLC.
31. Please disclose any material relationships between the selling
stockholders and the company during the past three years.  Refer
Item 507 of Regulation S-K.
32. Please disclose whether any selling shareholders are broker-
dealers or their affiliates.  We may have further comment.

Description of Capital Stock, page 65
33. Please disclose the number of holders of your equity
See Item 201(b) of Regulation S-K.

Anti-Takeover Provisions of Washington Law, page 66
34. Please represent clearly that you have included in this
discussion all provisions of Washington law and your charter that
limit the ability of another person or entity to acquire control
your company.

Underwriting, page 70
35. If these selling shareholders are affiliates, then please
disclose that they may be deemed underwriters under the federal
securities laws.
36. Please state clearly in the table on page 70 the underwriting
discounts and commissions to be payable by you and to be payable
the selling shareholders.
37. Please tell us and briefly disclose in the prospectus whether
intend to use any means of distributing or delivering the
other than by hand or the mails, such as various means of
delivery.  Also tell us and briefly disclose in the prospectus
whether you intend to use any forms of prospectus other than
prospectuses, such as CD- ROMs, video cassettes, etc., and provide
all of these prospectuses for our examination.  Please refer to
Releases No. 33-7233 and No. 33-7289.  We may have additional
38. Please identify specifically any members of the underwriting
syndicate that will engage in any electronic offer, sale or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
underwriting syndicate that may engage in electronic offers, sales
distributions after you respond to this comment, promptly
your response to identify those members and provide us with a
description of their procedures.
Please describe briefly describe any electronic distribution in
filing.  Also, in your discussion of your procedures, tell us how
your procedures ensure that the distribution complies with Section
of the Securities Act.  In particular, describe:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
of indications of interest or conditional offers; and
* the manner and timing of funding of an account and payment of
purchase price.
39. In addition, please tell us whether you or the underwriters
any arrangements with a third party to host or access your
preliminary prospectus on the Internet.  If so, identify the party
and the website, describe the material terms of your agreement,
provide us with a copy of any written agreement.  Also provide us
with copies of all information concerning your company or
that has appeared on their website.  Again, if you subsequently
into any of these arrangements, promptly supplement your response.

Lock-up Agreements, page 71
40. With respect to the lock-up agreements, please disclose any
factors your representatives will consider before consenting to a
transaction prohibited by those agreements.

Stabilization, page 72
41. Please explain what syndicate short sales are.  If true,
that there will be no naked short positions.  Otherwise, explain
naked short positions are established and how they would be
Also, please describe the effects of the underwriters` short sales
and covering transactions.

Directed Share Program, page 73
42. We note that you intend to have a directed share offering.
Please disclose whether the shares thus purchased will be subject
lock-up restrictions.  Also, provide us with all materials given
potential purchasers in the directed offering.
43. Please describe supplementally the mechanics of how and when
these shares are offered and sold to investors in the directed
program.  For example, tell us how the prospective recipients and
number of reserved shares are determined.  Tell us how and when
issuer and underwriter notified the directed share investors,
including the types of communications used.  Discuss the
these investors must follow in order to purchase the offered
securities.  Tell us whether directed share purchasers are
to establish accounts before the effective time, and, if so,
any funds are put in newly established brokerage accounts before
effective date.  Tell us how the procedures for the directed share
program differ from the procedures for the general offering to the
public.  Finally, tell us how you will assure that this offer will
meet the requirements of Section 5 of the Securities Act and Rule

Where You Can Find More Information, page 73
44. Please delete the following sentence:  "Statements made in
prospectus concerning the contents of any document referred to in
this prospectus are not complete."  The disclosure regarding
agreements and other material documents should be materially

Financial Statements

45. Please update the financial statements and related financial
information included in the filing as required by Rule 3-12 of
Regulation S-X.
46. Please revise your financial statements to give effect to the
common stock split.  If it has not yet occurred and the auditors
include a "to be issued" report, the report should be accompanied
a signed and dated preface stating that the sole reason for the
report is due to the fact that the stock split will not occur
just prior to the offering and that they expect to be in a
to issue the report in the form presented at effectiveness.  The
draft report must be removed and a signed report included prior to
the registration statement being declared effective.  Please also
ensure that all amounts disclosed in the registration statement
on a post-split basis to avoid confusing readers.  Please refer to
SFAS 128 paragraph 54 and SAB Topics 4:C and 4:D for guidance.
47. We note on page 36 that you consider your sales returns
to be a critical accounting estimate while on page F-10 you
that sales returns are insignificant.  Tell us how you determined
that sales returns were insignificant for all periods presented.
the extent material, please provide Schedule II - Valuation and
Qualifying Accounts for the gross activity in your sales returns
reserve, or tell us why no such disclosure is necessary.  Refer to
Rules 5-04 and 12-09 of Regulation S-X for guidance.

Statements of Operations, page F-4
48. We note that depreciation expense is excluded from cost of
sold.  Please update your cost of goods sold line item on the face
your statements of operations to indicate that cost of goods sold
excludes depreciation.  Refer to SAB Topic 11:B.  Also ensure that
your selected quarterly financial data and selected financial data
are appropriately updated.

Statements of Changes in Shareholders` Equity, page F-5
49. Please help us better understand the purchase of approximately
5,000 shares of stock by the parent in the year ended December 31,
2002.  Specifically, please reconcile the $5.9 million reported on
this statement and in the financing section of the statement of
flows as stock purchased by parent to the $7.1 million purchase
disclosed on page 61 under "Issuance of Stock to Zumiez Holdings."
assume the stock sale transaction reflected in the financial
statements is the same transaction discussed on page 61. You
on page 61 that the purchase price was paid in cash at the
which appears inconsistent with the disclosure of the transaction
your financial statements.  Please advise or revise, as necessary.

Notes to Financial Statements

50. Please supplementally provide us with a schedule showing, in
chronological order from February 1, 2004 to the most recent
practicable date, the following information for each issuance of
common stock, options and any other instrument that is convertible
into common stock.  Please present issuances to employees
from issuances to non-employees (if any.)  Tell us the date of
issuance, the instrument issued, the number of shares/options
the exercise terms, the fair value of an underlying share of your
common stock on each issuance date, how you determined the fair
on each date and the amount of compensation expense recorded in
financial statements associated with each issuance.
If your expected IPO price is more than your estimated fair value
which compensation expense was measured, supplementally explain,
detail, the rationale supporting your estimate of fair value.
Discuss and quantify the intervening events that occurred between
issuance date and the date you filed your registration statement
increased the fair value of your stock.  You may also want to
us with details of any independent appraisals.
Furthermore, please tell us the first date you began discussions
any underwriter in which possible ranges of company value were
discussed and provide us with those ranges and the related dates.
may have further comments after we review your response.  We will
review any response until you provide us with your anticipated IPO
price range.

51. Based on your Business disclosures on page 41 and information
your website, we note that you sell several types of products.
Please revise your filing to provide the revenue disclosures by
product group discussed in paragraph 37 of SFAS 131.  In
it appears that revenue disclosures for each period presented for
following product groups may be applicable:

- - Apparel
- - Footwear
- - Equipment
- - Accessories

      If you believe that other product categories are more
appropriate, please advise.

2.  Summary of Significant Accounting Policies, page F-8

Merchandise Inventories, page F-9
52. Please disclose the method by which amounts are removed from
inventory and the method by which cost is determined.  Refer to
5-02.6(b) of Regulation S-X.

Revenue Recognition, page F-10
53. Please disclose how you account for gift cards and, if
applicable, merchandise credits, that are never redeemed.  Please
also specify the income statement line item where you classify
cards not redeemed and gift card dormancy fees.

5.  Long-Term Debt, Page F-13
54. Please definitively state whether you are or are not in
compliance with your all covenants related to your loan
agreement to your revolving credit facility.

7.  Stock Options, page F-15
55. We assume that you reflect the recognition of vested stock
compensation related to stock options issued below fair market
as in increase in "Employee Stock Options" rather than additional
paid-in capital (APIC) solely to permit a reader to determine
the amount of the increase in APIC related to stock compensation
earned during each period presented and on a cumulative basis
the vesting period.  We assume that when vesting is complete the
company will reclassify the balance in the "Employee Stock
equity account to APIC.  Please confirm that our understanding is

Item 15.  Recent Sales of Unregistered Securities, page II-2
56. Please ensure that you separately disclose each issuance of
options, along with their terms, fair values, and reason for
issuance.  Also, you are reminded to present issuances to
nonemployees separately from issuances to employees.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
certain that they have provided all information investors require
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
acknowledging that:

?	should the Commission or the staff, acting pursuant to
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
fact that those requesting acceleration are aware of their
responsibilities under the Securities Act of 1933 and the
Exchange Act of 1934 as they relate to the proposed public
of the securities specified in the above registration statement.
will act on the request and, pursuant to delegated authority,
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Yong Kim, Staff Accountant, at (202) 942-
or George Ohsiek, Accounting Branch Chief, at (202) 942-2905 if
have questions regarding comments on the financial statements and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
(202) 942-1776, or Ellie Quarles, Special Counsel, at (202) 942-
or me at (202) 942-1900 with any other questions.


      H. Christopher Owings
      Assistant Director

cc:	Gary J. Kocher, Esq.
	Preston Gates & Ellis LLP
	925 Fourth Avenue
	Seattle, WA 98104





Zumiez Inc.
March 16, 2005
Page 1