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                           CERTIFICATE OF CORRECTION
                                     OF THE
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                                bebe stores, inc.


     Manny Mashouf and Paul Mashouf certify that:

1.   They are the duly elected and acting President and Secretary, 
     respectively, of bebe stores, inc., a California corporation (the 
     "Corporation").

2.   The instrument being corrected is entitled "AMENDED AND RESTATED 
     ARTICLES OF INCORPORATION OF BABE, INC." ("Amended and Restated 
     Articles") and said instrument was filed with the California Secretary 
     of State on April 9, 1998.

     A.   ARTICLE III., paragraph one, of said Amended and Restated Articles 
     reads in full as follows:

          This Corporation is authorized to issue two classes of shares, 
     designated "Common Stock" and "Preferred Stock."  The total number of 
     shares which this Corporation is authorized to issue is 41,000,000.  The 
     number of shares of Preferred Stock which this Corporation is authorized 
     to issue is 1,000,000.  The number of shares of Common Stock which this 
     Corporation is authorized to issue is 40,000,000.  Upon the filing of 
     this Certificate of Amendment of Articles of Incorporation, each 
     outstanding share of Common Stock shall, without any further action on 
     the part of the Corporation, be split up and converted into 2.83 fully 
     paid and validly issued shares of Common Stock.

     B.   ARTICLE III., paragraph one, of said Amended and Restated Articles, 
     as corrected, should read in full as follows:

          This Corporation is authorized to issue two classes of shares, 
     designated "Common Stock" with a par value of $0.001 per share and 
     "Preferred Stock" with a par value of $0.001 per share.  The total 
     number of shares which this Corporation is authorized to issue is 
     41,000,000.  The number of shares of Preferred Stock which this 
     Corporation is authorized to issue is 1,000,000.  The number of shares 
     of Common Stock which this Corporation is authorized to issue is 
     40,000,000.  Upon the filing of this Certificate of Amendment of 
     Articles of Incorporation, each outstanding share of Common Stock shall, 
     without any further action on the part of the Corporation, be split up 
     and converted into 2.83 fully paid and validly issued shares of Common 
     Stock.

3.   This Certificate of Correction does not alter the wording of any 
resolution or written consent which was in fact adopted by the Board of 
Directors and shareholders. 

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     Each of the undersigned declares under penalty of perjury under the laws 
of the State of California that the matters set forth in this Certificate are 
true and correct of his own knowledge.

Date:  April 30, 1998
             ---


                                   /s/ Manny Mashouf
                                   ------------------------------
                                   Manny Mashouf, President

                                   /s/ Paul Mashouf
                                   ------------------------------
                                   Paul Mashouf, Secretary



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