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                                                                    EXHIBIT 10.1


                   SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT

     This Second Amendment to Business Loan Agreement (the "Amendment") is made
as of August 1, 2001, between Bank of America, N. A.("Bank"), and Pacific
Sunwear of California, Inc., a California corporation (the "Borrower").

                                    RECITALS

     A. Borrower and Bank entered into that certain Business Loan Agreement
dated as of April 3, 2001, as previously amended (the "Agreement").

     B. Borrower and Bank desire to further amend certain terms and provisions
of the Agreement.

                                    AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:

          2.1 The table appearing in Section 9.5 of the Agreement is amended in
     its entirety to read as follows:

                            Period                                 Amount
                            ------                               -----------

          At the second fiscal quarter ending or about           $70,000,000
          July 31, 2001 through the third fiscal quarter
          ending on or about October 31, 2002.

          At the fourth fiscal quarter ending on or about        $85,000,000
          January 31, 2003 and thereafter.


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          2.2 Section 9.9 of the Agreement is amended in its entirety to read as
     follows:

          "Capital Expenditures. Not to spend more than the amounts specified
          below during any fiscal year to acquire fixed assets, as determined by
          the amount of EBITDA maintained on a rolling four quarters basis.

<TABLE>
<CAPTION>
                                       MAXIMUM CAPITAL            MAXIMUM CAPITAL
                                   EXPENDITURES IF ROLLING    EXPENDITURES IF ROLLING
                                     4Q EBITDA LESS THAN        4Q EBITDA LESS THAN
              FISCAL YEAR               $100,000,000                $100,000,000
              -----------          -----------------------    -----------------------
<S>                                <C>                        <C>
                 2001                    $95,000,000                 $95,000,000

                 2002                    $40,000,000                 $62,500,000

                 2003                    $45,000,000                 $72,500,000
</TABLE>

          2.3 Exhibit B to the Agreement is deleted and replaced by a new
     Exhibit B in the form attached hereto.

     3. Representations and Warranties. Each Borrower hereby represents and
warrants to Bank that: (i) no default specified in the Agreement and no event
which with notice or lapse of time or both would become such a default has
occurred and is continuing and has not been previously waived (ii) the
representations and warranties of Borrower pursuant to the Agreement are true on
and as of the date hereof as if made on and as of said date, (iii) the making
and performance by Borrower of this Amendment have been duly authorized by all
necessary action, and (iv) no consent, approval, authorization, permit or
license is required in connection with the making or performance of the
Agreement as amended hereby.

     4. Conditions. This Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank:

          4.1 This Amendment duly executed by all parties hereto.

          4.2 Payment of an amendment fee in the amount of Ten Thousand Dollars
     ($10,000.00).

     5. Effect of Amendment. Except as provided in this Amendment, the Agreement
shall remain in full force and effect and shall be performed by the parties
hereto according to its terms and provisions.


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     IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first above written.

                                           BANK OF AMERICA, N.A.


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           PACIFIC SUNWEAR OF CALIFORNIA, INC.


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


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