PROXY STATEMENT

This Proxy Statement is furnished by the Board of Directors of The Wet Seal, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Westin South Coast Plaza, 686 Anton Blvd., Costa Mesa, California 92626 on Thursday, May 27, 2004 beginning at 10:00 a.m., local time, and at any adjournments thereof. The Annual Meeting has been called to consider and vote upon the election of seven directors and to consider any other business as may properly come before the Annual Meeting. This Proxy Statement and the accompanying proxy are being sent to stockholders of record on or about April 19, 2004.

VOTING BY STOCKHOLDERS

Only holders of record of the Company’s common stock at the close of business on April 9, 2004 are entitled to receive notice of, and to vote at, the Annual Meeting. On that date, there were 25,631,324 shares of the Company’s Class A Common Stock, $.10 par value, and 4,502,833 shares of the Company’s Class B Common Stock, $.10 par value, issued and outstanding. There are currently no shares held as treasury stock. Holders of Class A Common Stock are entitled to one vote per share and, while both the Class A Common Stock and Class B Common Stock vote together as a single class, holders of Class B Common Stock are entitled to two votes per share. According to the Company’s Restated Certificate of Incorporation, stockholders may not cumulate their voting rights.

The presence, in person or by proxy, of the holders of a majority of the shares issued and outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. Assuming that a quorum is present, the holders of a majority of the votes cast at the Annual Meeting will be able to elect all of the directors.

The shares represented by each properly executed unrevoked proxy received in time for the Annual Meeting will be voted in accordance with the instructions specified therein, or, in the absence of instructions, will be voted FOR Proposal 1 and will be voted in accordance with the discretion of the proxy holders upon all other matters which may properly come before the Annual Meeting. Any proxy received by the Company may be subsequently revoked by the stockholder any time before it is voted at the meeting either by delivering a subsequent proxy or other written notice of revocation to the Company at its above address or by attending the meeting and voting in person. Pursuant to Delaware law, abstentions are treated as present and entitled to vote for purposes of determining a quorum at the Annual Meeting, and therefore would have the effect of a vote against a proposal, such as the election of directors, which requires the majority of the votes present and entitled to vote. A broker non-vote on a proposal is considered not entitled to vote on that matter and thus is not counted in determining whether a proposal requiring approval of a majority of the shares present and entitled to vote has been approved or whether a majority of the vote of the shares present and entitled to vote has been cast. Broker non-votes have no effect on the election of directors.

DELIVERY OF PROXY MATERIALS

Only one Proxy Statement and set of accompanying materials is being delivered by the Company to multiple stockholders sharing an address unless the Company receives contrary instructions from one or more of the stockholders. The Company will deliver, promptly upon written or oral request, a separate copy of the Proxy

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Statement and accompanying materials to stockholders at a shared address to which a single copy was delivered. A stockholder who wishes to receive a separate copy of the Proxy Statement and accompanying materials now or in the future, or stockholders sharing an address who are receiving multiple copies of proxy materials and wish to receive a single copy of such materials, should submit a request to Investor Relations at (949) 699-4804, helen.rotherham@wetseal.com or Investor Relations, The Wet Seal, Inc., 26972 Burbank, Foothill Ranch, California 92610.

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