1- 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Amended and Restated Employment Agreement as of the date first written above.

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                                                                   EXHIBIT 10.18


          AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
"Amendment") is made and entered into as of the 31st day of January, 1999
between Pacific Sunwear of California, Inc., a California corporation (the
"Company"), and Xxxx X. Xxxxxx (the "Executive").

                                 R E C I T A L S

        A. The Company and Executive have entered into an Amended and Restated
Employment Agreement dated November 3, 1997 (the "Employment Agreement"),
setting forth the terms and conditions of Executive's employment with the
Company.

        B. The Company hereby offers to amend the Executive's annual base salary
from $500,000 to $600,000.

        NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties agree as
follows:

                      1. The first sentence of Section 2 of the Employment
        Agreement is hereby deleted in its entirety and replaced with the
        following:

               The Company shall, commencing February 1, 1999, pay Executive a
        base salary of $600,000 per year, with such increases as may be approved
        by the Company's Board of Directors, payable in accordance with the
        Company's practices in effect from time to time. Notwithstanding the
        foregoing, the minimum annual adjustment to the base salary of Executive
        shall be equal to the greater of (i) the percentage by which the
        Consumer Price Index for the last month of the then current year of the
        term of this Agreement shall have increased as compared to the Consumer
        Price Index of the same month of the immediately preceding year and (ii)
        5% of Executive's then annual base salary. "Consumer Price Index" refers
        to the Consumer Price Index - Los Angeles Metropolitan Area - All items
        compiled by the U.S. Department of Labor, Bureau of Labor Statistics,
        based on 1967 as 100.

                      2. Except as amended hereby, the Employment Agreement
        shall remain in full force and effect.


                                   -1-
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      IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Amended and Restated Employment Agreement as of the date first written above.


                                          PACIFIC SUNWEAR OF CALIFORNIA, INC., 
                                          ADVANCE\x 540 a California corporation



                                          By:___________________________________
                                             Xxxx X. Xxxxxx
                                             Chief Financial Officer and
                                             Vice President of Finance



                                          "EXECUTIVE"




                                          ______________________________________
                                          XXXX X. XXXXXX