Exhibit 31
**CERTIFICATIONS**
I, Greg H. Weaver, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pacific Sunwear of California, Inc.;
2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periods coveredby this report;
3. Based on my knowledge, the financial statements and other financialinformation included in this report fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:
a) Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this report is beingprepared; b) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this reportbased on such evaluation; and c) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):
a) All significant deficiencies and material weaknesses inthe design or operation of internal control over financialreporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and reportfinancial information; and b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting.
Date: August 30, 2004
/s/ Greg H. WeaverGreg H. WeaverChairman of the Board and Chief Executive Officer
 

 

I, Carl W. Womack, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pacific Sunwearof California, Inc.;
2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periods coveredby this report;
3. Based on my knowledge, the financial statements and other financialinformation included in this report fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:
b) Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this report is beingprepared; d) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this reportbased on such evaluation; and e) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):
c) All significant deficiencies and material weaknesses inthe design or operation of internal control over financialreporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and reportfinancial information; and d) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting.
Date: August 30, 2004
/s/ Carl W. WomackCarl W. Womack