EXHIBIT 10.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                QUIKSILVER, INC.

            Quiksilver, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, does hereby certify that:

            FIRST: The original Certificate of Incorporation of the Company was
filed with the Secretary of State of Delaware on October 24, 1986. On April 8,
1996, the Company filed a Restated Certificate of Incorporation. On September
11, 2002, the Company filed a Certificate of Amendment of Restated Certificate
of Incorporation. On April 9, 2003, the Company filed a Certificate of Amendment
of Restated Certificate of Incorporation.

            SECOND: The Restated Certificate of Incorporation of Quiksilver,
Inc. is hereby amended by deleting Article FOURTH and replacing it with the
following:

      FOURTH:

            A. The total number of shares of all classes of stock that the
      Company shall have authority to issue is one hundred ninety million
      (190,000,000), consisting of:

                  (1) one hundred eighty-five million (185,000,000) shares of
      Common Stock, with a par value of $0.01 per share; and

                  (2) five million (5,000,000) shares of Preferred Stock, with a
      par value of $.01 per share.

            B. The shares of Preferred Stock may be issued from time to time in
      one or more series. The Board of Directors is authorized to fix the number
      of shares of any series of Preferred Stock and to determine the
      designation of any such series. The Board of Directors is also authorized
      to determine or alter the rights, preferences, privileges and restrictions
      granted to or imposed upon any wholly unissued series of Preferred Stock
      and, within the limits and restrictions stated in any resolution or
      resolutions of the Board of Directors originally fixing the number of
      shares constituting any series, to increase or decrease (but not below the
      number of shares of such series then outstanding) the number of shares of
      any such series subsequent to the issuance of shares of that series.

            THIRD: The amendment described above has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the directors and stockholders of the Company.



            IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be executed by its Chief
Executive Officer and attested by its Secretary this 24th day of March, 2005.

                                        QUIKSILVER, INC.

                                        By: _____________________________
                                            Robert G. McKnight, Jr.
                                            Chief Executive Officer

ATTEST:

______________________________
Charles S. Exon, Secretary

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