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                                                                     EXHIBIT 3.2




                            CERTIFICATE OF AMENDMENT
                                       OF
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                      PACIFIC SUNWEAR OF CALIFORNIA, INC.



                 Greg H. Weaver and Carl W. Womack certify that:

                 1.       They are the President and the Secretary,
respectively, of Pacific Sunwear of California, Inc., a California corporation
(the "Corporation").

                 2.       Article THIRD of the Third Amended and Restated
Articles of Incorporation of the Corporation is amended to read in its entirety
as follows:

         THIRD:  The total number of shares of all classes of stock which the
         corporation shall have authority to issue is 27,500,000 shares,
         consisting of 5,000,000 shares of Preferred Stock, $.01 par value (the
         "Preferred Stock"), and 22,500,000 shares of Common Stock, $.01 par
         value (the "Common Stock").  The Board of Directors of the corporation
         shall have the full authority permitted by law to fix by resolution
         full, limited, multiple, fractional, or no voting rights, and such
         designation, preferences, and relative, participating, optional or
         other special rights, qualifications, limitations or restrictions
         thereof, of any series that may be desired in respect of the Preferred
         Stock.

                 Upon amendment of this Article THIRD to read as herein set
         forth, each outstanding share of Common Stock is split and changed
         into one and one-half (1 1/2) shares of Common Stock.  No fractional
         shares shall be paid and instead each shareholder of record entitled
         to a fractional share shall receive a cash payment for such fractional
         interest based on the closing price of the corporation's Common Stock
         as reported by the National Association of Securities Dealers
         Automated Quotation System on the record date.

                 3.       The foregoing amendment of the Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.

                 4.       The Corporation has only Common Stock outstanding.
Pursuant to section 902(c) of the California General Corporation Law, the
foregoing amendment effecting a stock split (including an increase in the
authorized number of shares in proportion thereto) may be adopted with approval
by the Board of Directors alone.
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                 We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.





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                 IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment on September 25, 1996.



                                        By:  /s/ Greg H. Weaver
                                            --------------------------------
                                             Greg H. Weaver
                                             President



                                        By:  /s/ Carl W. Womack 
                                            --------------------------------
                                             Carl W. Womack
                                             Secretary





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