As filed with the Securities and Exchange Commission on September 27, 2005
                                            Registration No. __________________
===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

    California                                         95-3759463
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                            3450 East Miraloma Avenue
                                Anaheim, CA 92806
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.
                         2005 PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                                 Seth R. Johnson
                             Chief Executive Officer
                       Pacific Sunwear of California, Inc.
                            3450 East Miraloma Avenue
                                Anaheim, CA 92806
                                 (714) 414-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                               J. Jay Herron, Esq.
                              O'Melveny & Myers LLP
                       610 Newport Center Drive, 17th Floor
                       Newport Beach, California 92660-6429
                               -------------------

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed   Proposed
                                   Maximum    Maximum
Title Of              Amount       Offering   Aggregate          Amount Of
securities            To Be        Price      Offering           Registration
To Be Registered      Registered   Per Unit   Price              Fee
-------------------------------------------------------------------------------
Common Stock, $0.01   5,969,340(1) $22.01(2)  $131,385,173.40(2) $15,464.04(2)
par value per share   Shares
--------------------------------------------------------------------------------

(1)  This Registration Statement covers, in addition to the number of
     shares of Pacific Sunwear of California, Inc., a California
     corporation (the "Company" or the "Registrant"), common stock,
     par value $0.01 per share (the "Common Stock"), stated above,
     options and other rights to purchase or acquire the shares of
     Common Stock covered by this Registration Statement and, pursuant
     to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), an additional indeterminate number of shares,
     options and rights that may be offered or issued pursuant to the
     Pacific Sunwear of California, Inc. 2005 Performance Incentive
     Plan (the "Plan") as a result of one or more adjustments under
     the Plan to prevent dilution resulting from one or more stock
     splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act Rule 457(h), the maximum offering
     price, per share and in the aggregate, and the registration fee
     were calculated based upon the average of the high and low prices
     of the Common Stock on September 23, 2005, as quoted on the
     Nasdaq National Market.

     The Exhibit Index for this Registration Statement is at page 8.
================================================================================


<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act Rule
428(b)(1).



<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for its fiscal year
                  ended January 29, 2005, filed with the Commission on April 12,
                  2005 (Commission File No. 000-21296);

         (b)      The Company's Quarterly Reports on Form 10-Q for its fiscal
                  quarters ended July 30, 2005 and April 30, 2005, filed with
                  the Commission on September 2, 2005 and June 3, 2005,
                  respectively (Commission File No. 000-21296);

         (c)      The Company's Current Reports on Form 8-K, filed with the
                  Commission on September 19, 2005, August 19, 2005, August 11,
                  2005 (only with respect to Item 4.02 included therein), June
                  20, 2005, May 24, 2005, May 17, 2005, May 6, 2005, March 25,
                  2005, February 25, 2005 and February 1, 2005 (Commission File
                  No. 000-21296); and

         (d)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on February 24, 1993, and any other amendment or report filed
                  for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


<PAGE>


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Articles of Incorporation provide that the liability of
the Company's directors for monetary damages shall be eliminated to the fullest
extent permitted under California law. The Company's Bylaws include a provision
that eliminates, to the fullest extent permitted by California law, the personal
liability of its directors and officers for monetary damages in any legal
proceeding based on their action or inaction as a director or officer, subject
to certain limitations for actions initiated by the director or officer,
settlements not approved by the Company, losses covered by the directors' and
officers' liability insurance policy maintained by the Company, and judgments
for an accounting of profits pursuant to Section 16(b)of the Exchange Act and
similar laws.

         The General Corporations Law of California (the "Corporations Law") (1)
eliminates the liability of directors and officers for monetary damages in an
action brought by a shareholder in the right of the Company (referred to herein
as a "derivative action") or by the Company for breach of duty to the Company
and its shareholders and (2) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions committed by them in
their respective capacities. Both the Corporations Law and the Bylaws of the
Company, however, prohibit indemnification for: (a) acts or omissions that
involve intentional misconduct or knowing and culpable violation of law; (b)
acts or omissions that a director or officer believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of a director or officer seeking indemnification; (c) any
transaction from which a director or officer derives an improper personal
benefit; (d) acts or omissions that show a reckless disregard for the director's
or officer's duty to the Company or its shareholders in circumstances in which
such person was aware, or should have been aware, in the ordinary course of
performing his or her other duties, of a risk of serious injury to the Company
or its shareholders; (e) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's or officer's duty
to the Company or its shareholders; and (f) liabilities arising under Section
310 (contracts in which a director has material financial interest) and 316
(certain unlawful dividends, distributions, loans, and guarantees) of the
Corporations Law. In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is expressly prohibited by
Section 317 of the Corporations Law.

              The Company has entered into indemnification agreements with its
directors and executive officers that require the Company to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of the Corporations Law, provided that any settlement of a third party action
against a director or officer is approved by the Company, and subject to
limitations for actions initiated by the director or officer, penalties paid by
insurance, and violations of Section16(b) of the Exchange Act and similar laws.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         See the attached Exhibit Index at page 8, which is incorporated herein
by reference.


<PAGE>


ITEM 9.           UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                          (i) To include any prospectus required by Section
                          10(a)(3) of the Securities Act;

                          (ii) To reflect in the prospectus any facts or events
                          arising after the effective date of this Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in this Registration Statement; and

                          (iii) To include any material information with respect
                          to the plan of distribution not previously disclosed
                          in this Registration Statement or any material change
                          to such information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

                 (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on September 23,
2005.


                                        PACIFIC SUNWEAR OF CALIFORNIA, INC.


                                        By:   /s/ SETH R. JOHNSON
                                            -----------------------------------
                                              Seth R. Johnson
                                              Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Seth
R. Johnson and Gerald M. Chaney, and each of them, acting individually and
without the other, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them individually, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.


    SIGNATURE                       TITLE                           DATE


/s/ SETH R. JOHNSON          Chief Executive Officer and      September 23, 2005
------------------------     Director
Seth R. Johnson             (Principal Executive Officer)


/s/ GERALD M. CHANEY         Senior Vice President and Chief  September 23, 2005
---------------------        Financial Officer
Gerald M. Chaney             (Principal Financial and
                             Accounting Officer)



<PAGE>



/s/ GREG H. WEAVER           Executive Chairman of the Board  September 23, 2005
-------------------------
Greg H. Weaver


/s/ PEARSON C. CUMMIN III    Director                         September 23, 2005
-------------------------
Pearson C. Cummin III


/s/ MICHAEL GOLDSTEIN        Director                         September 23, 2005
-------------------------
Michael Goldstein


/s/ JULIUS JENSEN III        Director                         September 23, 2005
-------------------------
Julius Jensen III


/s/ SALLY FRAME KASAKS       Director                         September 23, 2005
-----------------------
Sally Frame Kasaks


/s/ THOMAS M. MURNANE        Director                         September 23, 2005
-----------------------
Thomas M. Murnane


/s/ PETER STARRETT           Director                         September 23, 2005
-----------------------
Peter Starrett


/s/ MICHAEL WEISS            Director                         September 23, 2005
-----------------------
Michael Weiss



<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT


4.                Pacific Sunwear of California, Inc. 2005 Performance Incentive
                  Plan (Filed as Appendix B to the Company's Proxy Statement
                  filed with the Commission pursuant to Section 14(a) of the
                  Exchange Act on April 11, 2005 (Commission File No. 000-21296)
                  and incorporated herein by this reference).

5.                Opinion of Company Counsel (opinion re: legality).

23.1              Consent of Deloitte & Touche LLP (consent of independent
                  registered public accounting firm).

23.2              Consent of Counsel (included in Exhibit 5).

24.               Power of Attorney (included in this Registration Statement
                  under "Signatures").
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{"company-data": {"conformed-name": "PACIFIC SUNWEAR OF CALIFORNIA INC", "cik": "0000874841", "assigned-sic": "5600", "irs-number": "953759463", "state-of-incorporation": "CA", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128615", "film-number": "051104935"}, "business-address": {"street1": "3450 EAST MIRALOMA AVENUE", "city": "ANAHEIM", "state": "CA", "zip": "92806", "phone": "714-414-4000"}, "mail-address": {"street1": "3450 EAST MIRALOMA AVENUE", "city": "ANAHEIM", "state": "CA", "zip": "92806"}}
As filed with the Securities and Exchange Commission on September 27, 2005
                                            Registration No. __________________
===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

    California                                         95-3759463
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                            3450 East Miraloma Avenue
                                Anaheim, CA 92806
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.
                         2005 PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                                 Seth R. Johnson
                             Chief Executive Officer
                       Pacific Sunwear of California, Inc.
                            3450 East Miraloma Avenue
                                Anaheim, CA 92806
                                 (714) 414-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                               J. Jay Herron, Esq.
                              O'Melveny & Myers LLP
                       610 Newport Center Drive, 17th Floor
                       Newport Beach, California 92660-6429
                               -------------------

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed   Proposed
                                   Maximum    Maximum
Title Of              Amount       Offering   Aggregate          Amount Of
securities            To Be        Price      Offering           Registration
To Be Registered      Registered   Per Unit   Price              Fee
-------------------------------------------------------------------------------
Common Stock, $0.01   5,969,340(1) $22.01(2)  $131,385,173.40(2) $15,464.04(2)
par value per share   Shares
--------------------------------------------------------------------------------

(1)  This Registration Statement covers, in addition to the number of
     shares of Pacific Sunwear of California, Inc., a California
     corporation (the "Company" or the "Registrant"), common stock,
     par value $0.01 per share (the "Common Stock"), stated above,
     options and other rights to purchase or acquire the shares of
     Common Stock covered by this Registration Statement and, pursuant
     to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), an additional indeterminate number of shares,
     options and rights that may be offered or issued pursuant to the
     Pacific Sunwear of California, Inc. 2005 Performance Incentive
     Plan (the "Plan") as a result of one or more adjustments under
     the Plan to prevent dilution resulting from one or more stock
     splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act Rule 457(h), the maximum offering
     price, per share and in the aggregate, and the registration fee
     were calculated based upon the average of the high and low prices
     of the Common Stock on September 23, 2005, as quoted on the
     Nasdaq National Market.

     The Exhibit Index for this Registration Statement is at page 8.
================================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act Rule
428(b)(1).
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for its fiscal year
                  ended January 29, 2005, filed with the Commission on April 12,
                  2005 (Commission File No. 000-21296);

         (b)      The Company's Quarterly Reports on Form 10-Q for its fiscal
                  quarters ended July 30, 2005 and April 30, 2005, filed with
                  the Commission on September 2, 2005 and June 3, 2005,
                  respectively (Commission File No. 000-21296);

         (c)      The Company's Current Reports on Form 8-K, filed with the
                  Commission on September 19, 2005, August 19, 2005, August 11,
                  2005 (only with respect to Item 4.02 included therein), June
                  20, 2005, May 24, 2005, May 17, 2005, May 6, 2005, March 25,
                  2005, February 25, 2005 and February 1, 2005 (Commission File
                  No. 000-21296); and

         (d)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form 8-A filed with the Commission
                  on February 24, 1993, and any other amendment or report filed
                  for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Articles of Incorporation provide that the liability of
the Company's directors for monetary damages shall be eliminated to the fullest
extent permitted under California law. The Company's Bylaws include a provision
that eliminates, to the fullest extent permitted by California law, the personal
liability of its directors and officers for monetary damages in any legal
proceeding based on their action or inaction as a director or officer, subject
to certain limitations for actions initiated by the director or officer,
settlements not approved by the Company, losses covered by the directors' and
officers' liability insurance policy maintained by the Company, and judgments
for an accounting of profits pursuant to Section 16(b)of the Exchange Act and
similar laws.

         The General Corporations Law of California (the "Corporations Law") (1)
eliminates the liability of directors and officers for monetary damages in an
action brought by a shareholder in the right of the Company (referred to herein
as a "derivative action") or by the Company for breach of duty to the Company
and its shareholders and (2) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions committed by them in
their respective capacities. Both the Corporations Law and the Bylaws of the
Company, however, prohibit indemnification for: (a) acts or omissions that
involve intentional misconduct or knowing and culpable violation of law; (b)
acts or omissions that a director or officer believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of a director or officer seeking indemnification; (c) any
transaction from which a director or officer derives an improper personal
benefit; (d) acts or omissions that show a reckless disregard for the director's
or officer's duty to the Company or its shareholders in circumstances in which
such person was aware, or should have been aware, in the ordinary course of
performing his or her other duties, of a risk of serious injury to the Company
or its shareholders; (e) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's or officer's duty
to the Company or its shareholders; and (f) liabilities arising under Section
310 (contracts in which a director has material financial interest) and 316
(certain unlawful dividends, distributions, loans, and guarantees) of the
Corporations Law. In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is expressly prohibited by
Section 317 of the Corporations Law.

              The Company has entered into indemnification agreements with its
directors and executive officers that require the Company to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of the Corporations Law, provided that any settlement of a third party action
against a director or officer is approved by the Company, and subject to
limitations for actions initiated by the director or officer, penalties paid by
insurance, and violations of Section16(b) of the Exchange Act and similar laws.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         See the attached Exhibit Index at page 8, which is incorporated herein
by reference.
ITEM 9.           UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                          (i) To include any prospectus required by Section
                          10(a)(3) of the Securities Act;

                          (ii) To reflect in the prospectus any facts or events
                          arising after the effective date of this Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in this Registration Statement; and

                          (iii) To include any material information with respect
                          to the plan of distribution not previously disclosed
                          in this Registration Statement or any material change
                          to such information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

                 (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on September 23,
2005.

                                        PACIFIC SUNWEAR OF CALIFORNIA, INC.

                                        By:   /s/ SETH R. JOHNSON
                                            -----------------------------------
                                              Seth R. Johnson
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Seth
R. Johnson and Gerald M. Chaney, and each of them, acting individually and
without the other, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them individually, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

    SIGNATURE                       TITLE                           DATE

/s/ SETH R. JOHNSON          Chief Executive Officer and      September 23, 2005
------------------------     Director
Seth R. Johnson             (Principal Executive Officer)

/s/ GERALD M. CHANEY         Senior Vice President and Chief  September 23, 2005
---------------------        Financial Officer
Gerald M. Chaney             (Principal Financial and
                             Accounting Officer)
/s/ GREG H. WEAVER           Executive Chairman of the Board  September 23, 2005
-------------------------
Greg H. Weaver

/s/ PEARSON C. CUMMIN III    Director                         September 23, 2005
-------------------------
Pearson C. Cummin III

/s/ MICHAEL GOLDSTEIN        Director                         September 23, 2005
-------------------------
Michael Goldstein

/s/ JULIUS JENSEN III        Director                         September 23, 2005
-------------------------
Julius Jensen III

/s/ SALLY FRAME KASAKS       Director                         September 23, 2005
-----------------------
Sally Frame Kasaks

/s/ THOMAS M. MURNANE        Director                         September 23, 2005
-----------------------
Thomas M. Murnane

/s/ PETER STARRETT           Director                         September 23, 2005
-----------------------
Peter Starrett

/s/ MICHAEL WEISS            Director                         September 23, 2005
-----------------------
Michael Weiss
EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT

4.                Pacific Sunwear of California, Inc. 2005 Performance Incentive
                  Plan (Filed as Appendix B to the Company's Proxy Statement
                  filed with the Commission pursuant to Section 14(a) of the
                  Exchange Act on April 11, 2005 (Commission File No. 000-21296)
                  and incorporated herein by this reference).

5.                Opinion of Company Counsel (opinion re: legality).

23.1              Consent of Deloitte & Touche LLP (consent of independent
                  registered public accounting firm).

23.2              Consent of Counsel (included in Exhibit 5).

24.               Power of Attorney (included in this Registration Statement
                  under "Signatures").