Exhibit 3.1
 FIFTH AMENDED AND RESTATED BYLAWS FOR THE REGULATION, EXCEPT
AS OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF
PACIFIC SUNWEAR OF CALIFORNIA, INC.,
a California corporation
 ARTICLE I
 Offices
 Section 1. Principal Executive Office .
 Section 2. Other Offices .
 ARTICLE II
 Meetings of Shareholders
 Section 1. Place of Meetings .
  Section 2. Annual Meetings .




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Section 3. Special Meetings .
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Section 4. Quorum .
 Section 5. Adjourned Meeting and Notice Thereof .
 Section 6. Voting .
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Section 7. Validation of Defective Called or Noticed Meetings .
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Section 8. Action Without a Meeting .
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Section 9. Proxies .
 Section 10. Inspectors of Election .
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Section 11. Notice of Shareholder Business and Director Nominations .
 Annual Meetings of Shareholders
  th th th
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th
 Special Meetings of Shareholders
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th th th
 General
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ARTICLE III
 Directors
 Section 1. Powers .
 First
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Second
 Third
 Fourth
 Fifth
 Sixth
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Section 2. Number and Qualification of Directors .
 Section 3. Election and Term of Office .
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Section 4. Vacancies .
 (a)
    
    in the case of the death, resignation or removal of any
director;(b)
    
    if a director has been declared of unsound mind by order of
court or convicted of a felony;(c)
    
    if the authorized number of directors be increased; or(d)
    
    if the shareholders fail, at any annual or special meeting of
shareholders at which any director or directors are elected, to elect by the
vote required under Section 6(c) of Article II of these Bylaws the full
authorized number of directors to be voted for at that meeting;
provided, however, that in any such circumstance involving the
failure of an incumbent director to be elected by the required vote of the
shareholders in an uncontested election, a vacancy in the Board of Directors
with respect to such incumbent directors office shall not be deemed to exist
until the date that is the earlier of (i) the effective date of such incumbent
directors resignation, (ii) the date on which such incumbent directors term
ends under Section 6(c) of Article II of these Bylaws by reason of the
selection by the Board of Directors of a person to fill the office of such
incumbent director, and (iii) the date which is 90 days after the date on which
the voting results of the election are determined pursuant to Section 707 of
the CGCL.
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Section 5. Place of Meeting .
 Section 6. Organization Meeting .
 Section 7. Other Regular Meetings .
 Section 8. Special Meetings .
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Section 9. Action Without a Meeting .
 Section 10. Action at a Meeting: Quorum and Required Vote .
    (i)
    
    A person participating in the meeting is a
director or other person entitled to participate in the board
meeting.(ii)
    
    All actions of, or votes by, the board are
taken or cast only by the directors and not by persons who are not
directors.
  Section 11. Validation of Defectively Called or Noticed Meetings .
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Section 12. Adjournment .
 Section 13. Notice of Adjournment .
 Section 14. Fees and Compensation .
 Section 15. Indemnification of Directors, Officers, Employees and Other Agents .
 Indemnification of Directors and Officers
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Indemnification of Employees and Agents
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Right of Directors and Officers to Bring Suit
 Successful Defense
 Non-Exclusivity of Rights
 Insurance
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Expenses as a Witness
 Indemnity Agreements
 Separability
 Effect of Repeal or Modification
 ARTICLE IV
 Officers
 Section 1. Officers .
 Section 2. Election .
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Section 3. Subordinate Officers, Etc.
 Section 4. Removal and Resignation .
  Section 5. Vacancies .
 Section 6. Chairman of the Board .
 Section 7. President .
 Section 8. Vice President .
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Section 9. Secretary .
   Section 10. Chief Financial Officer .
  ARTICLE V
 Miscellaneous
 Section 1. Record Date .
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Section 2. Inspection of Corporate Records .
   Section 3. Checks, Drafts, Etc.
 Section 4. Annual Report to Shareholders .
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Section 5. Certificates for Shares; Uncertificated Shares .
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Section 6. Representation of Shares of other Corporations .
 Section 7. Inspection of Bylaws .
 Section 8. Construction and Definitions .
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ARTICLE VI
 Amendments
 Section 1. Power of Shareholders .
 Section 2. Power of Directors .
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