As filed with the Securities and Exchange Commission on August 1, 2003
                                                      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.)

                          3540 East Miraloma Avenue
                          Anaheim, California 92806
        (Address, Including Zip Code, of Principal Executive Offices)
                             -------------------

                     PACIFIC SUNWEAR OF CALIFORNIA, INC.
                            1999 STOCK AWARD PLAN
                           (Full Title of the Plan)
                             -------------------

                   Greg H. Weaver, Chief Executive Officer
                     Pacific Sunwear of California, Inc.
                          3540 East Miraloma Avenue
                          Anaheim, California 92806
                                (714) 414-4000
   (Name, Address, Including Zip Code, and Telephone Number, Including Area
                         Code, of Agent for Service)

                                   COPY TO:

                             J. Jay Herron, Esq.
                            O'Melveny & Myers LLP
                           114 Pacifica, Suite 100
                        Irvine, California 92618-3318
                             -------------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                 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
--------------------------------------------------------------------------------

<S>               <C>            <C>          <C>                   <C>
Common Stock      2,500,000(1)   $30.28(2)    $75,700,000.00(2)     $6,124.13(2)
par value $.01    shares
per share
</TABLE>
--------------------------------------------------------------------------------

       (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 additional
           indeterminate number of shares, options and rights which by reason of
           certain events specified in the Pacific Sunwear of California, Inc.
           1999 Stock Award Plan, as amended (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 July
           31, 2003, as reported on the Nasdaq National Market System.

           The Exhibit Index for this Registration Statement is at page 6.
================================================================================

<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 (plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1).  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 Securities Act Rule 424.  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.

                                      2
<PAGE>


                                   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 Annual Report on Form 10-K for the Company's
                  fiscal year ended February 1, 2003, filed with the
                  Commission on March 28, 2003;

            (b)   The Company's Quarterly Report on Form 10-Q for the
                  Company's quarterly period ended May 3, 2003, filed with
                  the Commission on June 4, 2003, together with the amendment
                  thereto filed June 6, 2003;

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

            (d)   The Company's Registration Statements on Forms S-8 relating
                  to the Plan, filed with the Commission on November 27, 2002
                  (SEC File No. 333-101569) and September 3, 1999 (SEC File
                  No. 333-86595).

      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 8.     EXHIBITS

      See the attached Exhibit Index on page 6.

                                        3
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anaheim, State of California, on July 24, 2003.



                                    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, and each of them, acting individually and
without the other, as his or her true and lawful attorney-in-fact and agent,
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 individually, 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.


<TABLE>
<CAPTION>
        SIGNATURE                     TITLE                          DATE

<S>                         <C>                                 <C>
/s/ Greg H. Weaver          Chairman of the Board and           July 24, 2003
Greg H. Weaver              Chief Executive Officer
                            (Principal Executive
                            Officer)

/s/ Carl W. Womack          Senior Vice President and           July 24, 2003
Carl W. Womack              Chief Financial Officer
                            (Principal Financial and
                            Accounting Officer)
</TABLE>

                                      4
<PAGE>


<TABLE>
<S>                         <C>                                 <C>
/s/ Pearson C. Cummin III   Director                            July 24, 2003
Pearson C. Cummin III


/s/ Julius Jensen III       Director                            July 23, 2003
Julius Jensen III


/s/ Sally Frame Kasaks      Director                            July 22, 2003
Sally Frame Kasaks


/s/ Thomas M. Murnane       Director                            July 23, 2003
Thomas M. Murnane


/s/ Peter Starrett          Director                            July 24, 2003
Peter Starrett

</TABLE>
                                       5
<PAGE>


                                EXHIBIT INDEX


Exhibit
<TABLE>
<CAPTION>
NUMBER              DESCRIPTION OF EXHIBIT

<S>         <C>
4.          Pacific Sunwear of California, Inc. 1999 Stock Award Plan (As
            Amended and Restated March 27, 2003).  (Filed as Appendix B to
            the Company's Definitive Proxy Statement filed with the
            Commission pursuant to Section 14(a) of the Exchange Act on April
            11, 2003 (SEC File No. 000-21296) and incorporated herein by this
            reference.)

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of Deloitte & Touche LLP (independent auditors'
            consent).

23.2        Consent of Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement under
            "Signatures").
</TABLE>

                                        6
[{"type": "S-8", "sequence": "1", "filename": "forms8_601457.txt", "description": "FORM S-8", "secsgml_size_bytes": 11941}]
{"company-data": {"conformed-name": "PACIFIC SUNWEAR OF CALIFORNIA INC", "cik": "0000874841", "assigned-sic": "5600", "irs-number": "953759463", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107555", "film-number": "03817363"}, "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 August 1, 2003
                                                      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.)

                          3540 East Miraloma Avenue
                          Anaheim, California 92806
        (Address, Including Zip Code, of Principal Executive Offices)
                             -------------------

                     PACIFIC SUNWEAR OF CALIFORNIA, INC.
                            1999 STOCK AWARD PLAN
                           (Full Title of the Plan)
                             -------------------

                   Greg H. Weaver, Chief Executive Officer
                     Pacific Sunwear of California, Inc.
                          3540 East Miraloma Avenue
                          Anaheim, California 92806
                                (714) 414-4000
   (Name, Address, Including Zip Code, and Telephone Number, Including Area
                         Code, of Agent for Service)

                                   COPY TO:

                             J. Jay Herron, Esq.
                            O'Melveny & Myers LLP
                           114 Pacifica, Suite 100
                        Irvine, California 92618-3318
                             -------------------

                       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      2,500,000(1)   $30.28(2)    $75,700,000.00(2)     $6,124.13(2)
par value $.01    shares
per share
--------------------------------------------------------------------------------

       (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 additional
           indeterminate number of shares, options and rights which by reason of
           certain events specified in the Pacific Sunwear of California, Inc.
           1999 Stock Award Plan, as amended (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 July
           31, 2003, as reported on the Nasdaq National Market System.

           The Exhibit Index for this Registration Statement is at page 6.
================================================================================
PART I

                         INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

      The document(s) 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 Securities Act Rule 428(b)(1).  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 Securities Act Rule 424.  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.

                                      2
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 Annual Report on Form 10-K for the Company's
                  fiscal year ended February 1, 2003, filed with the
                  Commission on March 28, 2003;

            (b)   The Company's Quarterly Report on Form 10-Q for the
                  Company's quarterly period ended May 3, 2003, filed with
                  the Commission on June 4, 2003, together with the amendment
                  thereto filed June 6, 2003;

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

            (d)   The Company's Registration Statements on Forms S-8 relating
                  to the Plan, filed with the Commission on November 27, 2002
                  (SEC File No. 333-101569) and September 3, 1999 (SEC File
                  No. 333-86595).

      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 8.     EXHIBITS

      See the attached Exhibit Index on page 6.

                                        3
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 July 24, 2003.

                                    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, and each of them, acting individually and
without the other, as his or her true and lawful attorney-in-fact and agent,
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 individually, 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/ Greg H. Weaver          Chairman of the Board and           July 24, 2003
Greg H. Weaver              Chief Executive Officer
                            (Principal Executive
                            Officer)

/s/ Carl W. Womack          Senior Vice President and           July 24, 2003
Carl W. Womack              Chief Financial Officer
                            (Principal Financial and
                            Accounting Officer)
4
/s/ Pearson C. Cummin III   Director                            July 24, 2003
Pearson C. Cummin III

/s/ Julius Jensen III       Director                            July 23, 2003
Julius Jensen III

/s/ Sally Frame Kasaks      Director                            July 22, 2003
Sally Frame Kasaks

/s/ Thomas M. Murnane       Director                            July 23, 2003
Thomas M. Murnane

/s/ Peter Starrett          Director                            July 24, 2003
Peter Starrett
5
EXHIBIT INDEX

Exhibit
NUMBER              DESCRIPTION OF EXHIBIT
4.          Pacific Sunwear of California, Inc. 1999 Stock Award Plan (As
            Amended and Restated March 27, 2003).  (Filed as Appendix B to
            the Company's Definitive Proxy Statement filed with the
            Commission pursuant to Section 14(a) of the Exchange Act on April
            11, 2003 (SEC File No. 000-21296) and incorporated herein by this
            reference.)

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of Deloitte & Touche LLP (independent auditors'
            consent).

23.2        Consent of Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement under
            "Signatures").
6