10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington D.C 20549

FORM 10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended May 3, 2003

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 0-21296

PACIFIC SUNWEAR OF CALIFORNIA, INC.

CALIFORNIA (State of Incorporation)	95-3759463 (I.R.S Employer Identification No.)
3450 East Miraloma Avenue Anaheim, California (Address of principal executive offices)	92806 (Zip code)

(714) 414-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes  [x]        No  [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  [x]        No  [  ]

     The number of shares outstanding of the registrant’s Common Stock, par value $.01 per share, at May 30, 2003, was 50,193,731.

TABLE OF CONTENTS

	Item 6 — Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

PACIFIC SUNWEAR OF CALIFORNIA, INC.

FORM 10-Q/A
For the Quarter Ended May 3, 2003

Index

		Page
PART II.	OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	3
	SIGNATURE PAGE	4

2

Item 6 — Exhibits and Reports on Form 8-K

Exhibit 10.1	Pacific Sunwear of California, Inc. 1999 Stock Award Plan, as amended and restated March 27, 2003 and further amended on May 21, 2003*
Exhibit 99.1	Written statements of Greg Weaver and Carl Womack pursuant to section 906 of the Sarbanes-Oxley Act of 2002

*   Previously submitted

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Pacific Sunwear of California, Inc.
	(Registrant)
Date:  May 30, 2003	/s/    GREG H. WEAVER Greg H. Weaver
	Chairman of the Board
	and Chief Executive Officer
Date:  May 30, 2003	/s/    CARL W. WOMACK Carl W. Womack
	Senior Vice President, Chief
	Financial Officer and Secretary

4

EXHIBIT INDEX

Exhibit
No.	Description
Exhibit 10.1	Pacific Sunwear of California, Inc. 1999 Stock Award Plan, as amended and restated March 27, 2003 and further amended on May 21, 2003*
Exhibit 99.1	Written statements of Greg Weaver and Carl Womack pursuant to section 906 of the Sarbanes-Oxley Act of 2002
*Previously submitted

5 EX-99.1 3 a90616a1exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

     The undersigned, Greg H. Weaver, the Chairman of the Board and Chief Executive Officer of Pacific Sunwear of California, Inc. (the “Company”), pursuant to 18 U.S.C. Section 1350, hereby certifies that:

(i)	the Quarterly Report of the Company, on Form 10-Q for the period ended May 3, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 30, 2003

/s/ Greg H. Weaver

Greg H. Weaver
Chairman of the Board and Chief Executive Officer
Pacific Sunwear of California, Inc.

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Pacific Sunwear of California, Inc. and will be retained by Pacific Sunwear of California, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

     The undersigned, Carl W. Womack, the Senior Vice President, Chief Financial Officer and Secretary of Pacific Sunwear of California, Inc. (the “Company”), pursuant to 18 U.S.C. Section 1350, hereby certifies that:

(iii)	the Quarterly Report of the Company, on Form 10-Q for the period ended May 3, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
(iv)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 30, 2003

/s/ Carl W. Womack

Carl W. Womack
Senior Vice President, Chief Financial Officer and Secretary
Pacific Sunwear of California, Inc.

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Pacific Sunwear of California, Inc. and will be retained by Pacific Sunwear of California, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-99.1

Exhibit 99.1