SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 3561

									August 12, 2005

Mr. Seth R. Johnson
Chief Executive Officer
Pacific Sunwear of California, Inc.
3450 East Miraloma Avenue
Anaheim, CA 92806

		RE:	Pacific Sunwear of California, Inc.
			Form 8-K filed August 11, 2005
			File No.  0-21296

Dear Mr. Johnson:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  We may
ask
you to provide us with more information so we may better
understand
your disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter

1. Please tell us if your certifying officers have considered the
effect of the error on the adequacy of your disclosure controls
and
procedures as of the end of the period covered by your Forms 10-Q
for
the periods ended July 31, 2004 and October 31, 2004.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comment on your filing.

If you have any questions regarding this comment, please direct
them
to Anthony Watson, Staff Accountant, at (202) 551-3318.

									Sincerely,

									Anthony Watson

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Mr. Seth R. Johnson
Pacific Sunwear of California, Inc.
August 12, 2005
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