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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 Chief Executive Officer 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 118,906,250 shares,
        consisting of 5,000,000 shares of Preferred Stock, $.01 par value (the
        "Preferred Stock"), and 113,906,250 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 the filing of this amendment of this Article THIRD to read
        as herein set forth, each outstanding share of Common Stock is split and
        divided into one and one-half (1 1/2) shares of Common Stock and each
        shareholder of record on the date of filing of this amendment holding
        any outstanding shares of Common Stock is entitled to receive a stock
        certificate or certificates to evidence and represent the additional
        shares of Common Stock to which such person is entitled by reason of
        such stock split on the basis of one-half (1/2) additional share for
        each share so held of record. 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 (as adjusted for the stock split).

                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.

                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 December 17, 2002.

                                        /s/ Greg H. Weaver
                                        ----------------------------------------
                                        Greg H. Weaver
                                        Chief Executive Officer

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