As filed with the Securities and Exchange Commission on October 15, 1998
                                                  Registration No. 333-_____

                     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.)

                          5200 East La Palma Avenue
                          Anaheim, California 92807
                               (714) 693-8066
        (Address and telephone number of principal executive offices)
                             ___________________

                     Pacific Sunwear of California, Inc.
                 Amended and Restated 1992 Stock Award Plan
                          (Full title of the plan)
                             ___________________
                                      
                   Greg H. Weaver, Chief Executive Officer
                     Pacific Sunwear of California, Inc.
                          5200 East La Palma Avenue
                          Anaheim, California 92807
                   (Name and address of agent for service)
                             ___________________
                                      
 Telephone number, including area code, of agent for service: (714) 693-8066
                             ___________________
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                Proposed   Proposed           
      Title of                  maximum    maximum 
      securities    Amount      offering   aggregate           Amount of 
      to be         to be       price      offering            registration
      registered    registered  per unit   price               fee

                                                              
      Common Stock  600,000(1)  $22.22(2)  $13,332,000(2)      $3,933(2)
      $.01 par      shares
      value 
      
    
(1)   This Registration Statement covers, in addition
      to the number of shares of Common Stock stated above, options and
      other rights to purchase or acquire the shares of Common Stock
      covered by the Prospectus and, pursuant to Rule 416(c) under the
      Securities Act of 1933, as amended (the "Securities Act"), an
      indeterminate number of shares which by reason of certain events
      specified in the Pacific Sunwear of California, Inc. Amended and
      Restated 1992 Stock Option Plan (the "Plan") may become subject to
      the Plan.
    
(2)   Pursuant to 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 October 9, 1998, as reported on the Nasdaq
      National Market System and published in the Western Edition of The
      Wall Street Journal.
      
      The Exhibit Index for this Registration Statement is at page 6.
                                      
                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
                                
          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act.  Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                
                                
Item 3.  Incorporation of Certain Documents by Reference
         
          The following documents of Pacific Sunwear of
California, Inc. (the "Company") filed with the Commission are
incorporated herein by reference:

(a)  The Company's Registration Statements on Forms S-8 relating 
     to the Plan (File Nos. 33-65412, 33-88114, 33-97512, and 
     333-34677) filed with the Commission on July 2,
     1993, December 30, 1994, September 28, 1995, and August 29,
     1996, respectively.
     
Item 8.  Exhibits
         
          See the attached Exhibit Index on page 6.


          
          
                           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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Anaheim, State of California, on October 12, 1998.

                              
                              
                              By:  /s/ Greg H. Weaver
                                 Greg H. Weaver,
                                 Chairman of the Board and
                                 Chief Executive Officer
                                 
                                 
                                 
                        POWER OF ATTORNEY
                                
          Each person whose signature appears below constitutes
and appoints Greg H. Weaver and Carl W. Womack, or either of
them individually, his or her true and lawful attorney-in-fact
and agent, with full powers 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) 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, 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 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/ Greg H. Weaver       Chairman of the Board           October 12, 1998
Greg H. Weaver           and Chief Executive  
                         Officer (Principal
                         Executive Officer)
                                                
/s/ Carl W. Womack       Senior Vice President           October 12, 1998
Car. W. Womack           Chief Financial Officer and
                         Secretary (Principal
                         Financial and Accounting Officer)

                         Director                    
Pearson Cummin III
                                                
/s/ Peter L. Harris      Director                        October 12, 1998
Peter L. Harris
                                                
/s/ Julius Jensen III    Director                        October 12, 1998
Julius Jensen III
                                                
/s/ Richard Lyons        Director                        October 12, 1998
Richard Lyons
                                                
                         Director                
Sally Frame Kasaks

                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description of Exhibit


4.        Pacific Sunwear of California, Inc. Amended and
          Restated 1992 Stock Award Plan (Composite Plan
          Document Reflecting May 1998 Amendment to the
          Plan and June 8, 1998 Stock Split).

5.         Opinion of O'Melveny & Myers LLP (opinion re
          legality).
          
23.1      Consent of Deloitte & Touche LLP (consent of
          independent auditors).
          
23.2      Consent of Counsel (included in Exhibit 5).
          
24.       Power of Attorney (included in this
          Registration Statement under "Signatures").
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9588}]
{"company-data": {"conformed-name": "PACIFIC SUNWEAR OF CALIFORNIA INC", "cik": "0000874841", "assigned-sic": "5600", "irs-number": "953759463", "state-of-incorporation": "CA", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65721", "film-number": "98726243"}, "business-address": {"street1": "5037 E HUNTER AVE", "city": "ANAHEIM", "state": "CA", "zip": "92807", "phone": "7146938066"}, "mail-address": {"street1": "5037 E HUNTER AVENUE", "city": "ANAHEIM", "state": "CA", "zip": "92807"}}
As filed with the Securities and Exchange Commission on October 15, 1998
                                                  Registration No. 333-_____

                     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.)

                          5200 East La Palma Avenue
                          Anaheim, California 92807
                               (714) 693-8066
        (Address and telephone number of principal executive offices)
                             ___________________

                     Pacific Sunwear of California, Inc.
                 Amended and Restated 1992 Stock Award Plan
                          (Full title of the plan)
                             ___________________
                                      
                   Greg H. Weaver, Chief Executive Officer
                     Pacific Sunwear of California, Inc.
                          5200 East La Palma Avenue
                          Anaheim, California 92807
                   (Name and address of agent for service)
                             ___________________
                                      
 Telephone number, including area code, of agent for service: (714) 693-8066
                             ___________________
                                      
                      CALCULATION  OF REGISTRATION  FEE
                                Proposed   Proposed           
      Title of                  maximum    maximum 
      securities    Amount      offering   aggregate           Amount of 
      to be         to be       price      offering            registration
      registered    registered  per unit   price               fee

                                                              
      Common Stock  600,000(1)  $22.22(2)  $13,332,000(2)      $3,933(2)
      $.01 par      shares
      value 
      
    
(1)   This Registration Statement covers, in addition
      to the number of shares of Common Stock stated above, options and
      other rights to purchase or acquire the shares of Common Stock
      covered by the Prospectus and, pursuant to Rule 416(c) under the
      Securities Act of 1933, as amended (the "Securities Act"), an
      indeterminate number of shares which by reason of certain events
      specified in the Pacific Sunwear of California, Inc. Amended and
      Restated 1992 Stock Option Plan (the "Plan") may become subject to
      the Plan.
    
(2)   Pursuant to 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 October 9, 1998, as reported on the Nasdaq
      National Market System and published in the Western Edition of The
      Wall Street Journal.
      
      The Exhibit Index for this Registration Statement is at page 6.
                                      
                             PART I
                                
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
                                
                                
          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act.  Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                             PART II
                                
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT
                                
                                
Item 3.  Incorporation of Certain Documents by Reference
         
          The following documents of Pacific Sunwear of
California, Inc. (the "Company") filed with the Commission are
incorporated herein by reference:

(a)  The Company's Registration Statements on Forms S-8 relating 
     to the Plan (File Nos. 33-65412, 33-88114, 33-97512, and 
     333-34677) filed with the Commission on July 2,
     1993, December 30, 1994, September 28, 1995, and August 29,
     1996, respectively.
     
Item 8.  Exhibits
         
          See the attached Exhibit Index on page 6.

          
          
                           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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Anaheim, State of California, on October 12, 1998.

                              
                              
                              By:  /s/ Greg H. Weaver
                                 Greg H. Weaver,
                                 Chairman of the Board and
                                 Chief Executive Officer
                                 
                                 
                                 
                        POWER OF ATTORNEY
                                
          Each person whose signature appears below constitutes
and appoints Greg H. Weaver and Carl W. Womack, or either of
them individually, his or her true and lawful attorney-in-fact
and agent, with full powers 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) 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, 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 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/ Greg H. Weaver       Chairman of the Board           October 12, 1998
Greg H. Weaver           and Chief Executive  
                         Officer (Principal
                         Executive Officer)
                                                
/s/ Carl W. Womack       Senior Vice President           October 12, 1998
Car. W. Womack           Chief Financial Officer and
                         Secretary (Principal
                         Financial and Accounting Officer)

                         Director                    
Pearson Cummin III
                                                
/s/ Peter L. Harris      Director                        October 12, 1998
Peter L. Harris
                                                
/s/ Julius Jensen III    Director                        October 12, 1998
Julius Jensen III
                                                
/s/ Richard Lyons        Director                        October 12, 1998
Richard Lyons
                                                
                         Director                
Sally Frame Kasaks

                          EXHIBIT INDEX
                                
                                
Exhibit
Number               Description of Exhibit

4.        Pacific Sunwear of California, Inc. Amended and
          Restated 1992 Stock Award Plan (Composite Plan
          Document Reflecting May 1998 Amendment to the
          Plan and June 8, 1998 Stock Split).

5.         Opinion of O'Melveny & Myers LLP (opinion re
          legality).
          
23.1      Consent of Deloitte & Touche LLP (consent of
          independent auditors).
          
23.2      Consent of Counsel (included in Exhibit 5).
          
24.       Power of Attorney (included in this
          Registration Statement under "Signatures").