8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): May 12, 2005

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California (State or Other Jurisdiction of Incorporation)	0-21296 (Commission File Number)	95-3759463 (IRS Employer Identification No.)
3450 East Miraloma Avenue Anaheim, CA (Address of principal executive offices)		92806-2101 (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

Item 1.01 Entry into a Material Definitive Agreement

On May 12, 2005, Pacific Sunwear of California, Inc. (the “Company”) executed an amendment to its Business Loan Agreement with Bank of America, N.A. (the “Agreement”). The amendment changed subsection (c) of Section 7.10 of the Agreement to increase to $150 million from $50 million the amount of its common stock that the Company may, subject to certain conditions, repurchase between August 18, 2004 and the expiration date of the Agreement. The full text of the amendment is included in Exhibit 10.1 attached hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

10.1     Third Amendment to Business Loan Agreement, dated May 12, 2005

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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 hereunto duly authorized.

Dated: May 17, 2005	Pacific Sunwear of California, Inc.
	/s/ SETH R. JOHNSON
	Seth R. Johnson
	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment to Business Loan Agreement, dated May 12, 2005

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT

     This Third Amendment to Business Loan Agreement (the “Amendment”) is made as of May 12, 2005, between Bank of America, N.A. (“Bank”) and Pacific Sunwear of California, Inc., a California corporation (the “Borrower”).

RECITALS

     A. Borrower and Bank entered into that certain Business Loan Agreement dated as of January 30, 2004, as amended by that certain First Amendment to Business Loan Agreement dated May 7, 2004 and that certain Second Amendment to Business Loan Agreement dated as of August 18, 2004 (as so amended, the “Agreement”).

     B. Borrower and Bank desire to further amend the Agreement as herein provided.

AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:

           2.1 In subsection (c) of Section 7.10 of the Agreement, the first sentence is amended to read as follows:

      “(c) all capital stock repurchases completed prior to August 18, 2004 and any capital stock repurchases completed from and after August 18, 2004 through the Expiration Date not in excess of One Hundred Fifty Million Dollars ($150,000,000) in the aggregate; provided that, after giving effect to such stock repurchase (i) No Event of Default under this Agreement has occurred and is continuing and (ii) Borrower has not less than Fifty Million Dollars ($50,000,000) in Unencumbered Liquid Assets. . . .”

     3. Representations and Warranties. Borrower hereby represents and warrants to Bank that: (i) no default specified in the Agreement and no event which with notice or lapse of time or both would become such a default has occurred and is continuing and has not been previously waived, (ii) the representations and warranties of Borrower pursuant to the Agreement are true on and as of the date hereof as if made on and as of said date, (iii) the making and performance by Borrower of this Amendment have been duly authorized by all necessary action, and (iv) no consent, approval, authorization, permit or license is required in connection with the making or performance of the Agreement as amended hereby.

     4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the Bank:

           4.1 This Amendment duly executed by all parties hereto.

           4.2 Payment of all out-of-pocket expenses, including attorneys’ fees, incurred by the Bank in connection with the preparation of this Amendment.

     5. Effect of Amendment. Except as provided in this Amendment, the Agreement shall remain in full force and effect and shall be performed by the parties hereto according to its terms and provisions.

     IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date first above written.

BANK OF AMERICA, N.A.
By:
	Name:	Stephen J. Garvin
	Title:	Managing Director

PACIFIC SUNWEAR OF CALIFORNIA, INC.
By:
	Name:	Frank J. Schools
	Title:	Vice President, Finance and Assistant Secretary

By:
	Name:
	Title: