<PAGE>
              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON April 22, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PAYLESS SHOESOURCE, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 Missouri                             48-0674097
         (State of Incorporation)        (I.R.S. Employer Identification No.)
    3231 E. 6th Street, Topeka, Kansas                66607-2207
 (Address of Principal Executive Offices)             (Zip Code)

               PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                                William J. Rainey
              Senior Vice President, Secretary and General Counsel
                            PAYLESS SHOESOURCE, INC.
                               3231 E. 6th Street
                            Topeka, Kansas 66607-2207
                                 (913) 233-5171
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                 Carl W. Struby
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                           Kansas City, Missouri 64108
                                 (816) 460-5834

[CAPTION]
                         CALCULATION OF REGISTRATION FEE

<TABLE>
   Title of Securities  Amount Being      Proposed Maximum           Proposed Maximum           Amount of
    Being Registered     Registered   Offering Price Per Share   Aggregate Offering Price    Registration Fee
<S>                       <C>              <C>                      <C>                        <C>
Deferred                 $10,000,000       100%                   $10,000,000                  $2,950
Compensation
Obligations(1)(2)

Common Stock               (3)            ______                    ______                     ______
($.01 par value)(2)
</TABLE>

(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of the Registrant to pay deferred compensation in accordance with the terms
     of the Plan.

(2)  Participants in the Plan may elect to have compensation deferred treated as
     if such amount had been used to purchase  Registrant's  Common  Stock.  For
     purposes of this Registration Statement, this investment option is referred
     to as Stock  Units.  The Stock  Units will accrue  earnings  (or losses) on
     Deferred  Compensation  Payment  Obligations  based on the  performance  of
     Registrant's Common Stock. No additional consideration will be paid for the
     Stock Units.  If  participants  make this election,  obligations  under the
     Deferred  Compensation  Plan  may be  paid  in  cash  or  Common  Stock  as
     determined  by  the  Compensation   Committee  of  Registrant's   Board  of
     Directors.

 (3) Includes such indeterminate  number of shares of Common Stock as may be
     issuable with respect to the Deferred Compensation Payment Obligation.

                                        1
<PAGE>



Part I

         The Section 10(a) prospectus relating to the Payless  ShoeSource,  Inc.
Deferred  Compensation  Plan,  as amended  (the  "Plan")  is  omitted  from this
Registration  Statement  pursuant to the Note to the  Instructions  to Part I of
Form S-8.

Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the Fiscal  Year
ended  January  31,  1998,  filed  pursuant  to  Section  12(b)  or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998.

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 10 dated  February  23,  1996,  as
amended through April 15, 1996; and  Registrant's  Form of Restated  Articles of
Incorporation (incorporated herein by reference to Exhibit 3 of the Registrant's
Quarterly  Report on Form 10-Q for the period ended May 4, 1996)  including  any
amendment or report filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the Exchange Act prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  are incorporated by reference in this Registration  Statement and are a
part hereof from the date of filing of such documents.  Any statement  contained
herein or in a document all or a portion of which is  incorporated  or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified and amended, to constitute part of this Registration Statement.


                                        2

<PAGE>



Item 4. Description of Securities.

         Deferred Compensation Payment Obligation

         Under the Plan, Payless  ShoeSource,  Inc. (the "Registrant")  provides
certain key  employees  the  opportunity  to defer  specified  portions of their
annual  bonus  until  April 1 of the  following  fiscal  year  and  defer  other
compensation  until a later date,  but  generally  not before the earlier of the
employee's  retirement,  termination of employment or death (or prior occurrence
of a  severe  financial  hardship  as  provided  in  the  Plan).  Under  certain
circumstances,  such as (i) a Change in Control (as defined in the Plan) or (ii)
if the Committee administering the Plan determines acceleration of payment is in
the best interests of the Registrant,  the participants and their beneficiaries,
payment can be  accelerated.  The obligation of the Registrant to distribute the
compensation  deferred (the "Deferred  Compensation  Payment  Obligation") is an
unsecured general obligation of the Registrant to pay the deferred  compensation
in the  future in  accordance  with the terms of the Plan,  and ranks pari passu
with other unsecured general obligations of the Registrant.

         Participants  choose  from  one of  two  options  for  the  purpose  of
investing  deferred  compensation:  Cash Units or Stock Units.  Participants may
have their deferred  compensation credited in Cash Units or in Stock Units or in
both Cash Units and Stock Units.

         Cash Unit

         Under the Plan, if a participant  elects Cash Units, the  participant's
account  will be  credited  with one  Cash  Unit for  each  dollar  of  deferred
compensation.  Interest in the form of additional  Cash Units is credited to the
participant's  account  each April 1 at a rate of interest  equal to the average
yield on  long-term  U.S.  Government  Bonds for the  preceding  calendar  year.
Deferred  compensation will begin earning interest when the deferral is credited
to the participant's account on the April 1 following the year of deferral.

         Stock Unit

         Under the Plan, if a participant  elects Stock Units, the participant's
account  will be credited  with the number of whole Stock  Units  equivalent  in
value to the  participant's  deferred  compensation.  For converting  dollars to
Stock  Units,  the value of a Stock  Unit is  deemed to be equal to the  average
closing price of the  Registrant's  Common Stock on the New York Stock  Exchange
during the February immediately  preceding the April 1 crediting date. The Stock
Units  are  only  a  bookkeeping  entry  and  not  an  actual  purchase  of  the
Registrant's  Common  Stock.  The value of Stock Units will  fluctuate  based on
changes in the value of Registrant's  Common Stock. To the extent that dividends
are paid on  Registrant's  Common  Stock,  a like  amount  (less any  fractional
shares)  will be added to the  participant's  account  and  reinvested  in Stock
Units. This right to accrue earnings (or losses) based on the fluctuations in

                                        3

<PAGE>



the value of  Registrant's  Common Stock may be deemed to be a "security"  under
the  Securities  Act and,  as such,  is being  registered  on this  Registration
Statement on Form S-8.

          The Committee  administering the Plan may elect in its sole discretion
to make  payments  with  respect to Stock  Units in cash or in the  Registrant's
Common Stock or in both cash and the  Registrant's  Common Stock.  The shares of
Registrant's  Common Stock that may be issued under such  election is also being
registered on this Registration Statement on Form S-8.

         Reallocation of Cash Units or Stock Units

          Subject to Committee  approval,  until  December 31, 1998 and prior to
the year in which such change is to become  effective a participant may elect to
have all or a portion of the  participant's  Cash Units reallocated and credited
to  the  participant's   Stock  Unit  account,  or  all  or  a  portion  or  the
participant's  Stock Units  reallocated and credited to the  participant's  Cash
Unit account.  Any such reallocation shall occur as of the April 1 following the
year in which the participant's election to reallocate was made.

         Distributions

         Distributions will be in cash, except that the Committee  administering
the Plan may, if the participant has elected to invest deferred  compensation in
Stock Units,  elect in its sole discretion to make payments either in cash or in
the Registrant's Common Stock or in both cash and the Registrant's Common Stock.
If a  distribution  is in  stock,  Stock  Units are  converted  to shares of the
Registrant's  Common Stock on a one-to-one  basis. If a distribution is in cash,
the value of a Stock Unit is deemed to be equal to the average  closing price of
the Registrant's Common Stock on the New York Stock Exchange during the month of
February next preceding the date of distribution.

         Except with respect to  distributions  of annual bonuses that have been
deferred until April 1 of the following fiscal year, the Committee administering
the Plan has discretion as to whether the  distributions  will be made in a lump
sum payment or payments in annual installments.

         Modification

         The Plan may be amended,  modified or  terminated  by the  Registrant's
Board of  Directors,  except that no change may be made  without the approval of
the shareholders of the  Registrant's  Common Stock (i) in the maximum number of
Stock Units  deliverable  or  allocable  in respect of any fiscal year under the
Plan or (ii) in  certain  provisions  of the  Plan  relating  to the  method  of
determining the number of Stock Units allocable to a Participant.

                                        4
<PAGE>

Item 5. Interests of Named Experts and Counsel.

     William  J.  Rainey,  Senior  Vice  President  and  General  Counsel of the
Registrant, has given an opinion to the Registrant opining as to the validity of
the  securities  being issued  pursuant to the Plan.  Mr.  Rainey is eligible to
participate in the Plan.

Item 6. Indemnification of Directors and Officers.

         Registrant's  Restated  Articles  of  Incorporation  provides  that any
director or officer of the Registrant who is made a party to any action, suit or
proceeding in connection  with  services to the  Registrant or its  subsidiaries
will be  indemnified  against  expenses,  judgments,  fines and amounts  paid in
settlement to the maximum extent permitted by Missouri Law.

         Section  351.355(l)  of the General  and  Business  Corporation  Law of
Missouri  ("MGBCL")  provides  that a  corporation  may  indemnify  a  director,
officer,  employee or agent of the corporation in any action, suit or proceeding
other  than an action by or in the right of the  corporation,  against  expenses
(including  attorney's fees),  judgments,  fines and settlement amounts actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.  Section  351.355(2) of the MGBCL  provides that the  corporation  may
indemnify  any  such  person  in any  action  or suit by or in the  right of the
corporation against expenses (including  attorneys' fees) and settlement amounts
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of the  action or suit if he acted in good  faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation,  except that he may not be  indemnified in respect of any matter in
which  he  has  been  adjudged  liable  for  negligence  or  misconduct  in  the
performance  of his duty to the  corporation,  unless  authorized  by the court.
Section  351.355(3) of the MGBCL provides that a corporation shall indemnify any
such person against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in the defense of such action, suit or proceeding and if such action,
suit or  proceeding  is one for which the  corporation  may  indemnify him under
Section  351.355(l)  or (2).  Section  351.355(7)  of the MGBCL  provides that a
corporation  shall  have the  power to give any  further  indemnity  to any such
person, in addition to the indemnity otherwise authorized under Section 351.355,
provided such further  indemnity is either (i) authorized,  directed or provided
for in the  articles of  incorporation  of the  corporation  or any duly adopted
amendment  thereof or (ii) is authorized,  directed or provided for in any bylaw
or  agreement  of the  corporation  which  has  been  adopted  by a vote  of the
shareowners of the corporation,  provided that no such indemnity shall indemnify
any  person  from or on  account  of such  person's  conduct  which was  finally
adjudged to have been knowingly fraudulent,  deliberately  dishonest or willful.
Section  351.355(8) of the MGBCL  provides  that a corporation  may purchase and
maintain insurance on behalf of any such person.

         The Registrant has entered into  indemnification  agreements  with each
director  and certain  executive  officers of the  Registrant.  Generally,  each
indemnification agreement

                                        5
<PAGE>


provides,  among other things,  (i) for  indemnification  to the fullest  extent
permitted by law against all expenses,  judgments,  fines, penalties incurred in
connection  with,  and  amounts  paid in  settlement  of, any claim  against the
indemnified party,  provided it is determined pursuant to the agreement that the
indemnitee  is  entitled  to be  indemnified  under the  applicable  standard of
conduct under the MGBCL;  (ii) for  advancement of expenses to the indemnitee in
connection  with the  indemnitee's  defense of any  threatened or pending claim,
provided that if it is determined  pursuant to the agreement that the indemnitee
would not be permitted to be indemnified  under  applicable  law, the Registrant
shall be  entitled  to be  reimbursed  by the  indemnitee  for all such  amounts
previously  paid;  (iii)  for the  creation  of a trust for the  benefit  of the
indemnitee in the event of a potential change in control of the Registrant which
shall be funded from time to time at the request of the  indemnitee in an amount
sufficient to satisfy the  Registrant's  indemnification  obligations  under the
agreement;  and (iv) that no legal  action be brought  and no cause of action be
asserted  by or on behalf of the  Registrant  against the  indemnitee  after the
expiration of the earlier of the applicable  statute of limitations or two years
after the date of  accrual  of such  cause of  action.  Similar  indemnification
agreements may be entered into from time to time with additional officers of the
Registrant.  In addition,  the Registrant has purchased a directors and officers
liability insurance policy.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          4.1   Restated  Articles of Incorporation of Registrant  (incorporated
                herein  by  reference  to  Exhibit  3.1  of  the  Registration's
                Quarterly Report on Form 10-Q for the period ended May 4, 1996)

          4.2   Amended and Restated By-Laws of Registrant  (incorporated herein
                by reference to Exhibit 3.2 of the Registrant's Annual Report on
                Form 10-K for Fiscal Year ended January 31, 1998)

          4.3   Rights Agreement,  dated as of April 2, 1996, between Registrant
                and The Bank of New York,  as Rights  Agent,  which  includes as
                Exhibit A thereto, the Form of Rights Certificate  (incorporated
                herein  by  reference   to  Exhibit  4.1  of  the   Registrant's
                Registration  Statement on Form 10 dated  February 23, 1996,  as
                amended through April 15, 1996)

         *5     Opinion of Counsel as to legality of the securities being
                registered hereby.

        *23.1   Consent of Arthur Andersen LLP


                                        6

<PAGE>



        *23.2   Consent of Counsel (included in the opinion filed as Exhibit 5
                to this Registration Statement)

        *24.    Powers of Attorney

         99.1   Payless ShoeSource,  Inc. Deferred Compensation Plan, as amended
                (incorporated  by reference  from Exhibit 10.12 of  Registrant's
                Annual  Report on Form 10-K for Fiscal  Year Ended  January  31,
                1998)

*  Filed Herewith


Item 9. Undertakings.

     (a) The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

     Provided,  however,  that paragraphs 1.(a)(i) and 1.(a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933,  each  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                        7

<PAGE>



                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  (other than the payment by the Registrant of expenses  incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        8

<PAGE>



                                                    SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Topeka,  State of Kansas,  on the 22nd day of April,
1998.

                            PAYLESS SHOESOURCE, INC.


                               By:    /s/ William J. Rainey
                                     Name:  William J. Rainey
                                     Title:  Senior Vice President and
                                               General Counsel


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:


        Signature                        Title                        Date
*/s/ Steven J. Douglass      Director, Chairman of the Board      April 22, 1998
Steven J. Douglass           and Chief Executive Officer
                             (Principal Executive Officer)

*/s/ Richard A. Jolosky      Director and President               April 22, 1998
Richard A. Jolosky

*/s/ Ullrich E. Porzig       Senior Vice President and Chief      April 22, 1998
Ullrich E. Porzig            Financial Officer (Principal
                             Financial and Accounting Officer)

*/s/ Howard R. Fricke        Director                             April 22, 1998
Howard R. Fricke

*/s/ Thomas A. Hays          Director                             April 22, 1998
Thomas A. Hays
                                        9

<PAGE>



*/s/ Michael E. Murphy      Director                              April 22, 1998
Michael E. Murphy

*/s/ Richard L. Stark       Director                              April 22, 1998
Richard L. Stark

*/s/ Daniel Boggan, Jr.     Director                              April 22, 1998
Daniel Boggan, Jr.

*/s/ Mylle B. Mangum        Director                              April 22, 1998
Mylle B. Mangum

* By:    /s/ William J. Rainey
         Attorney-in-Fact

                                       10

<PAGE>

                                  EXHIBIT INDEX

         4.1      Restated Articles of Incorporation of Registrant (incorporated
                  herein  by  reference  to  Exhibit  3.1 of the  Registration's
                  Quarterly  Report  on Form  10-Q for the  period  ended May 4,
                  1996).

         4.2      Amended  and  Restated  By-Laws  of  Registrant  (incorporated
                  herein by reference to Exhibit 3.2 of the Registrant's  Annual
                  Report on Form 10-K for Fiscal Year ended January 31, 1998).

         4.3      Rights  Agreement,   dated  as  of  April  2,  1996,   between
                  Registrant  and The Bank of New York, as Rights  Agent,  which
                  includes as Exhibit A thereto,  the Form of Rights Certificate
                  (incorporated  herein  by  reference  to  Exhibit  4.1  of the
                  Registrant's  Registration Statement on Form 10 dated February
                  23, 1996, as amended through April 15, 1996).

      *  5        Opinion of Counsel as to legality of the securities being
                  registered hereby.

      *  23.1     Consent of Arthur Andersen LLP

      *  23.2     Consent of Counsel (included in the opinion filed as Exhibit 5
                  to this Registration Statement).

      *  24       Powers of Attorney

         99.1     Payless ShoeSource, Inc. Deferred Compensation Plan, as
                  amended (incorporated by reference from Exhibit 10.12 of
                  Registrant's Annual Report on Form 10-K for Fiscal Year Ended
                  January 31, 1998)

         *  Filed Herewith


                                       11

<PAGE>
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{"company-data": {"conformed-name": "PAYLESS SHOESOURCE INC", "cik": "0001008802", "assigned-sic": "5661", "irs-number": "480674097", "state-of-incorporation": "MO", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50671", "film-number": "98598519"}, "business-address": {"street1": "3231 E 6TH ST", "city": "TOPEKA", "state": "KS", "zip": "66607-2207", "phone": "9132335171"}, "mail-address": {"street1": "3231 E 6TH ST", "city": "TOPEKA", "state": "KS", "zip": "66607-2207"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON April 22, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PAYLESS SHOESOURCE, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 Missouri                             48-0674097
         (State of Incorporation)        (I.R.S. Employer Identification No.)
    3231 E. 6th Street, Topeka, Kansas                66607-2207
 (Address of Principal Executive Offices)             (Zip Code)

               PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                                William J. Rainey
              Senior Vice President, Secretary and General Counsel
                            PAYLESS SHOESOURCE, INC.
                               3231 E. 6th Street
                            Topeka, Kansas 66607-2207
                                 (913) 233-5171
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                 Carl W. Struby
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                           Kansas City, Missouri 64108
                                 (816) 460-5834

[CAPTION]
                         CALCULATION OF REGISTRATION FEE

   Title of Securities  Amount Being      Proposed Maximum           Proposed Maximum           Amount of
    Being Registered     Registered   Offering Price Per Share   Aggregate Offering Price    Registration Fee
Deferred                 $10,000,000       100%                   $10,000,000                  $2,950
Compensation
Obligations(1)(2)

Common Stock               (3)            ______                    ______                     ______
($.01 par value)(2)
(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of the Registrant to pay deferred compensation in accordance with the terms
     of the Plan.

(2)  Participants in the Plan may elect to have compensation deferred treated as
     if such amount had been used to purchase  Registrant's  Common  Stock.  For
     purposes of this Registration Statement, this investment option is referred
     to as Stock  Units.  The Stock  Units will accrue  earnings  (or losses) on
     Deferred  Compensation  Payment  Obligations  based on the  performance  of
     Registrant's Common Stock. No additional consideration will be paid for the
     Stock Units.  If  participants  make this election,  obligations  under the
     Deferred  Compensation  Plan  may be  paid  in  cash  or  Common  Stock  as
     determined  by  the  Compensation   Committee  of  Registrant's   Board  of
     Directors.

 (3) Includes such indeterminate  number of shares of Common Stock as may be
     issuable with respect to the Deferred Compensation Payment Obligation.

                                        1
Part I

         The Section 10(a) prospectus relating to the Payless  ShoeSource,  Inc.
Deferred  Compensation  Plan,  as amended  (the  "Plan")  is  omitted  from this
Registration  Statement  pursuant to the Note to the  Instructions  to Part I of
Form S-8.

Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the Fiscal  Year
ended  January  31,  1998,  filed  pursuant  to  Section  12(b)  or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998.

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 10 dated  February  23,  1996,  as
amended through April 15, 1996; and  Registrant's  Form of Restated  Articles of
Incorporation (incorporated herein by reference to Exhibit 3 of the Registrant's
Quarterly  Report on Form 10-Q for the period ended May 4, 1996)  including  any
amendment or report filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the Exchange Act prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  are incorporated by reference in this Registration  Statement and are a
part hereof from the date of filing of such documents.  Any statement  contained
herein or in a document all or a portion of which is  incorporated  or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified and amended, to constitute part of this Registration Statement.

                                        2
Item 4. Description of Securities.

         Deferred Compensation Payment Obligation

         Under the Plan, Payless  ShoeSource,  Inc. (the "Registrant")  provides
certain key  employees  the  opportunity  to defer  specified  portions of their
annual  bonus  until  April 1 of the  following  fiscal  year  and  defer  other
compensation  until a later date,  but  generally  not before the earlier of the
employee's  retirement,  termination of employment or death (or prior occurrence
of a  severe  financial  hardship  as  provided  in  the  Plan).  Under  certain
circumstances,  such as (i) a Change in Control (as defined in the Plan) or (ii)
if the Committee administering the Plan determines acceleration of payment is in
the best interests of the Registrant,  the participants and their beneficiaries,
payment can be  accelerated.  The obligation of the Registrant to distribute the
compensation  deferred (the "Deferred  Compensation  Payment  Obligation") is an
unsecured general obligation of the Registrant to pay the deferred  compensation
in the  future in  accordance  with the terms of the Plan,  and ranks pari passu
with other unsecured general obligations of the Registrant.

         Participants  choose  from  one of  two  options  for  the  purpose  of
investing  deferred  compensation:  Cash Units or Stock Units.  Participants may
have their deferred  compensation credited in Cash Units or in Stock Units or in
both Cash Units and Stock Units.

         Cash Unit

         Under the Plan, if a participant  elects Cash Units, the  participant's
account  will be  credited  with one  Cash  Unit for  each  dollar  of  deferred
compensation.  Interest in the form of additional  Cash Units is credited to the
participant's  account  each April 1 at a rate of interest  equal to the average
yield on  long-term  U.S.  Government  Bonds for the  preceding  calendar  year.
Deferred  compensation will begin earning interest when the deferral is credited
to the participant's account on the April 1 following the year of deferral.

         Stock Unit

         Under the Plan, if a participant  elects Stock Units, the participant's
account  will be credited  with the number of whole Stock  Units  equivalent  in
value to the  participant's  deferred  compensation.  For converting  dollars to
Stock  Units,  the value of a Stock  Unit is  deemed to be equal to the  average
closing price of the  Registrant's  Common Stock on the New York Stock  Exchange
during the February immediately  preceding the April 1 crediting date. The Stock
Units  are  only  a  bookkeeping  entry  and  not  an  actual  purchase  of  the
Registrant's  Common  Stock.  The value of Stock Units will  fluctuate  based on
changes in the value of Registrant's  Common Stock. To the extent that dividends
are paid on  Registrant's  Common  Stock,  a like  amount  (less any  fractional
shares)  will be added to the  participant's  account  and  reinvested  in Stock
Units. This right to accrue earnings (or losses) based on the fluctuations in

                                        3
the value of  Registrant's  Common Stock may be deemed to be a "security"  under
the  Securities  Act and,  as such,  is being  registered  on this  Registration
Statement on Form S-8.

          The Committee  administering the Plan may elect in its sole discretion
to make  payments  with  respect to Stock  Units in cash or in the  Registrant's
Common Stock or in both cash and the  Registrant's  Common Stock.  The shares of
Registrant's  Common Stock that may be issued under such  election is also being
registered on this Registration Statement on Form S-8.

         Reallocation of Cash Units or Stock Units

          Subject to Committee  approval,  until  December 31, 1998 and prior to
the year in which such change is to become  effective a participant may elect to
have all or a portion of the  participant's  Cash Units reallocated and credited
to  the  participant's   Stock  Unit  account,  or  all  or  a  portion  or  the
participant's  Stock Units  reallocated and credited to the  participant's  Cash
Unit account.  Any such reallocation shall occur as of the April 1 following the
year in which the participant's election to reallocate was made.

         Distributions

         Distributions will be in cash, except that the Committee  administering
the Plan may, if the participant has elected to invest deferred  compensation in
Stock Units,  elect in its sole discretion to make payments either in cash or in
the Registrant's Common Stock or in both cash and the Registrant's Common Stock.
If a  distribution  is in  stock,  Stock  Units are  converted  to shares of the
Registrant's  Common Stock on a one-to-one  basis. If a distribution is in cash,
the value of a Stock Unit is deemed to be equal to the average  closing price of
the Registrant's Common Stock on the New York Stock Exchange during the month of
February next preceding the date of distribution.

         Except with respect to  distributions  of annual bonuses that have been
deferred until April 1 of the following fiscal year, the Committee administering
the Plan has discretion as to whether the  distributions  will be made in a lump
sum payment or payments in annual installments.

         Modification

         The Plan may be amended,  modified or  terminated  by the  Registrant's
Board of  Directors,  except that no change may be made  without the approval of
the shareholders of the  Registrant's  Common Stock (i) in the maximum number of
Stock Units  deliverable  or  allocable  in respect of any fiscal year under the
Plan or (ii) in  certain  provisions  of the  Plan  relating  to the  method  of
determining the number of Stock Units allocable to a Participant.

                                        4
Item 5. Interests of Named Experts and Counsel.

     William  J.  Rainey,  Senior  Vice  President  and  General  Counsel of the
Registrant, has given an opinion to the Registrant opining as to the validity of
the  securities  being issued  pursuant to the Plan.  Mr.  Rainey is eligible to
participate in the Plan.

Item 6. Indemnification of Directors and Officers.

         Registrant's  Restated  Articles  of  Incorporation  provides  that any
director or officer of the Registrant who is made a party to any action, suit or
proceeding in connection  with  services to the  Registrant or its  subsidiaries
will be  indemnified  against  expenses,  judgments,  fines and amounts  paid in
settlement to the maximum extent permitted by Missouri Law.

         Section  351.355(l)  of the General  and  Business  Corporation  Law of
Missouri  ("MGBCL")  provides  that a  corporation  may  indemnify  a  director,
officer,  employee or agent of the corporation in any action, suit or proceeding
other  than an action by or in the right of the  corporation,  against  expenses
(including  attorney's fees),  judgments,  fines and settlement amounts actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.  Section  351.355(2) of the MGBCL  provides that the  corporation  may
indemnify  any  such  person  in any  action  or suit by or in the  right of the
corporation against expenses (including  attorneys' fees) and settlement amounts
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of the  action or suit if he acted in good  faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation,  except that he may not be  indemnified in respect of any matter in
which  he  has  been  adjudged  liable  for  negligence  or  misconduct  in  the
performance  of his duty to the  corporation,  unless  authorized  by the court.
Section  351.355(3) of the MGBCL provides that a corporation shall indemnify any
such person against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in the defense of such action, suit or proceeding and if such action,
suit or  proceeding  is one for which the  corporation  may  indemnify him under
Section  351.355(l)  or (2).  Section  351.355(7)  of the MGBCL  provides that a
corporation  shall  have the  power to give any  further  indemnity  to any such
person, in addition to the indemnity otherwise authorized under Section 351.355,
provided such further  indemnity is either (i) authorized,  directed or provided
for in the  articles of  incorporation  of the  corporation  or any duly adopted
amendment  thereof or (ii) is authorized,  directed or provided for in any bylaw
or  agreement  of the  corporation  which  has  been  adopted  by a vote  of the
shareowners of the corporation,  provided that no such indemnity shall indemnify
any  person  from or on  account  of such  person's  conduct  which was  finally
adjudged to have been knowingly fraudulent,  deliberately  dishonest or willful.
Section  351.355(8) of the MGBCL  provides  that a corporation  may purchase and
maintain insurance on behalf of any such person.

         The Registrant has entered into  indemnification  agreements  with each
director  and certain  executive  officers of the  Registrant.  Generally,  each
indemnification agreement

                                        5
provides,  among other things,  (i) for  indemnification  to the fullest  extent
permitted by law against all expenses,  judgments,  fines, penalties incurred in
connection  with,  and  amounts  paid in  settlement  of, any claim  against the
indemnified party,  provided it is determined pursuant to the agreement that the
indemnitee  is  entitled  to be  indemnified  under the  applicable  standard of
conduct under the MGBCL;  (ii) for  advancement of expenses to the indemnitee in
connection  with the  indemnitee's  defense of any  threatened or pending claim,
provided that if it is determined  pursuant to the agreement that the indemnitee
would not be permitted to be indemnified  under  applicable  law, the Registrant
shall be  entitled  to be  reimbursed  by the  indemnitee  for all such  amounts
previously  paid;  (iii)  for the  creation  of a trust for the  benefit  of the
indemnitee in the event of a potential change in control of the Registrant which
shall be funded from time to time at the request of the  indemnitee in an amount
sufficient to satisfy the  Registrant's  indemnification  obligations  under the
agreement;  and (iv) that no legal  action be brought  and no cause of action be
asserted  by or on behalf of the  Registrant  against the  indemnitee  after the
expiration of the earlier of the applicable  statute of limitations or two years
after the date of  accrual  of such  cause of  action.  Similar  indemnification
agreements may be entered into from time to time with additional officers of the
Registrant.  In addition,  the Registrant has purchased a directors and officers
liability insurance policy.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          4.1   Restated  Articles of Incorporation of Registrant  (incorporated
                herein  by  reference  to  Exhibit  3.1  of  the  Registration's
                Quarterly Report on Form 10-Q for the period ended May 4, 1996)

          4.2   Amended and Restated By-Laws of Registrant  (incorporated herein
                by reference to Exhibit 3.2 of the Registrant's Annual Report on
                Form 10-K for Fiscal Year ended January 31, 1998)

          4.3   Rights Agreement,  dated as of April 2, 1996, between Registrant
                and The Bank of New York,  as Rights  Agent,  which  includes as
                Exhibit A thereto, the Form of Rights Certificate  (incorporated
                herein  by  reference   to  Exhibit  4.1  of  the   Registrant's
                Registration  Statement on Form 10 dated  February 23, 1996,  as
                amended through April 15, 1996)

         *5     Opinion of Counsel as to legality of the securities being
                registered hereby.

        *23.1   Consent of Arthur Andersen LLP

                                        6
*23.2   Consent of Counsel (included in the opinion filed as Exhibit 5
                to this Registration Statement)

        *24.    Powers of Attorney

         99.1   Payless ShoeSource,  Inc. Deferred Compensation Plan, as amended
                (incorporated  by reference  from Exhibit 10.12 of  Registrant's
                Annual  Report on Form 10-K for Fiscal  Year Ended  January  31,
                1998)

*  Filed Herewith

Item 9. Undertakings.

     (a) The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

     Provided,  however,  that paragraphs 1.(a)(i) and 1.(a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933,  each  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                        7
(3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  (other than the payment by the Registrant of expenses  incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        8
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Topeka,  State of Kansas,  on the 22nd day of April,
1998.

                            PAYLESS SHOESOURCE, INC.

                               By:    /s/ William J. Rainey
                                     Name:  William J. Rainey
                                     Title:  Senior Vice President and
                                               General Counsel

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

        Signature                        Title                        Date
*/s/ Steven J. Douglass      Director, Chairman of the Board      April 22, 1998
Steven J. Douglass           and Chief Executive Officer
                             (Principal Executive Officer)

*/s/ Richard A. Jolosky      Director and President               April 22, 1998
Richard A. Jolosky

*/s/ Ullrich E. Porzig       Senior Vice President and Chief      April 22, 1998
Ullrich E. Porzig            Financial Officer (Principal
                             Financial and Accounting Officer)

*/s/ Howard R. Fricke        Director                             April 22, 1998
Howard R. Fricke

*/s/ Thomas A. Hays          Director                             April 22, 1998
Thomas A. Hays
                                        9
*/s/ Michael E. Murphy      Director                              April 22, 1998
Michael E. Murphy

*/s/ Richard L. Stark       Director                              April 22, 1998
Richard L. Stark

*/s/ Daniel Boggan, Jr.     Director                              April 22, 1998
Daniel Boggan, Jr.

*/s/ Mylle B. Mangum        Director                              April 22, 1998
Mylle B. Mangum

* By:    /s/ William J. Rainey
         Attorney-in-Fact

                                       10
EXHIBIT INDEX

         4.1      Restated Articles of Incorporation of Registrant (incorporated
                  herein  by  reference  to  Exhibit  3.1 of the  Registration's
                  Quarterly  Report  on Form  10-Q for the  period  ended May 4,
                  1996).

         4.2      Amended  and  Restated  By-Laws  of  Registrant  (incorporated
                  herein by reference to Exhibit 3.2 of the Registrant's  Annual
                  Report on Form 10-K for Fiscal Year ended January 31, 1998).

         4.3      Rights  Agreement,   dated  as  of  April  2,  1996,   between
                  Registrant  and The Bank of New York, as Rights  Agent,  which
                  includes as Exhibit A thereto,  the Form of Rights Certificate
                  (incorporated  herein  by  reference  to  Exhibit  4.1  of the
                  Registrant's  Registration Statement on Form 10 dated February
                  23, 1996, as amended through April 15, 1996).

      *  5        Opinion of Counsel as to legality of the securities being
                  registered hereby.

      *  23.1     Consent of Arthur Andersen LLP

      *  23.2     Consent of Counsel (included in the opinion filed as Exhibit 5
                  to this Registration Statement).

      *  24       Powers of Attorney

         99.1     Payless ShoeSource, Inc. Deferred Compensation Plan, as
                  amended (incorporated by reference from Exhibit 10.12 of
                  Registrant's Annual Report on Form 10-K for Fiscal Year Ended
                  January 31, 1998)

         *  Filed Herewith

                                       11