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                           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 38,750,000 shares, consisting
      of 5,000,000 shares of Preferred Stock, $.01 par value (the "Preferred
      Stock"), and 33,750,000 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.

            IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment on September 23, 1997.

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


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


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