<PAGE>

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON JUNE 4, 1997

                       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. PROFIT SHARING PLAN
                              (Full Title of Plan)

                                William J. Rainey
                   Senior Vice President 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)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                 <C>          <C>            <C>             <C>
                                    Proposed      Proposed
                      Amount        Maximum       Maximum
Title of Securities   Being      Offering Price   Aggregate         Amount of
Being Registered    Registered     Per Share    Offering Price  Registration Fee
Common Stock
($.01 par value)(1)  2,000,000     $46 3/8(2)   $62,606,250(2)      $18,972
</TABLE>
[FN]
(1)       Pursuant  to Rule  416(c)  under  the  Securities  Act of  1933,  this
          Registration   Statement  also  covers  an  indeterminate   amount  of
          interests to be offered or sold pursuant to the employee  benefit plan
          described herein.
(2)       Of these shares, 650,000 shares were covered by Registration Statement
          333-02559 and, pursuant to General Instruction E to Form S-8, no fee
          is paid with respect to such shares.  Pursuant to Rule 457(h) and 
          457(c) under the Securities Act of 1933, the  registration  fee for
          the
<PAGE>

          1,350,000 remaining shares issuable pursuant to the Plan is based on
          the average of the high and low prices of the  Registrant's  common
          stock reported on the NYSE composite tape on May 28, 1997.

Part I

The Section 10(a)  prospectus  relating to the Payless  ShoeSource,  Inc. Profit
Sharing  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  February  1,  1997,  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 February 1, 1997.

          (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   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 or the
Plan 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

                                      2
<PAGE>

statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified and amended, to constitute part of this Registration Statement.

Item 4. Description of Securities.

          Not applicable.

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 Shares of Common Stock to be 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

                                       3
<PAGE>

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 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.

                                       4
<PAGE>

Item 8. Exhibits.


          4.1  Restated  Articles of Incorporation  of Registrant  (incorporated
               herein by reference to Exhibit 3 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 February 1, 1997).

          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 ("Registration Statement")).

      *   5    Opinion of Counsel as to the 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. Profit Sharing Plan (incorporated herein
               by reference to Exhibit  10.11 of the  Registrant's  Registration
               Statement).

          *  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 and 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.

                                       5
<PAGE>

               (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.

               (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.

          (d)  Pursuant  to Item 8(b) of Form S-8,  in lieu of (i) an opinion of
counsel  concerning the Plan's compliance with the requirements of ERISA or (ii)
an  Internal  Revenue  Service  ("IRS")  determination  letter  that the Plan is
qualified  under  Section 401 of the Internal  Revenue Code of 1986, as amended,
the  undersigned  Registrant  hereby  undertakes  to  submit  the  Plan  and any
amendments  thereto  to the IRS in a timely  manner  and will  make all  changes
required by the IRS to qualify the Plan.


                                   SIGNATURES

                                       6
<PAGE>

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 2nd day of June,
1997.

                                          PAYLESS SHOESOURCE, INC.

                                          By: /s/ Ullrich E. Porzig
                                              Name:   Ullrich E. Porzig
                                              Title:  Senior Vice President and
                                                       Chief Financial Officer


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 and        June 2, 1997
Steven J. Douglass      Chief Executive Officer (Principal
                        Executive officer)

/s/Richard A. Jolosky*  Director and President                     June 2, 1997
Richard A. Jolosky

/s/Ronald A. Cooperman  Vice President and Controller              June 2, 1997
Ronald A. Cooperman

/s/Howard R. Fricke*    Director                                   June 2, 1997
Howard R. Fricke

/s/Thomas A. Hays*      Director                                   June 2, 1997
Thomas A. Hays

/s/Michael E. Murphy*   Director                                   June 2, 1997
Michael E. Murphy

/s/Richard L. Stark*    Director                                   June 2, 1997
Richard L. Stark

                                       7
<PAGE>

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


The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Retirement  Committee of the Payless  ShoeSource,  Inc.  Profit Sharing Plan 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 2nd day of June, 1997.

Payless ShoeSource, Inc. Profit Sharing Plan

   By:  /s/ Jeffrey A. Long
        Name: Jeffrey A. Long
        Title:  Chairman
                Retirement Committee

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

Signature                Title                                     Date

/s/Jed L. Norden*        Member, Retirement Committee              June 2, 1997
Jed L. Norden

/s/William J. Rainey*    Member, Retirement Committee              June 2, 1997
William J. Rainey

Ullrich E. Porzig        Member, Retirement Committee              


/s/Jeffrey A. Long*      Member, Retirement Committee              June 2, 1997
Jeffrey A. Long

/s/Ronald A. Cooperman*  Member, Retirement Committee              June 2, 1997
Ronald A. Cooperman


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

                                       8
<PAGE>

                                  Exhibit List

    4.1  Restated Articles of Incorporation of Registrant  (incorporated herein
         by reference to Exhibit 3 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 February 1, 1997).

    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
         ("Registration Statement")).

 *  5    Opinion of Counsel as to the 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. Profit Sharing Plan (incorporated  herein by
         reference to Exhibit 10.11 of the Registrant's Registration Statement).

    *  Filed Herewith

                                       9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20544}]
{"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": "333-28483", "film-number": "97619071"}, "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 JUNE 4, 1997

                       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. PROFIT SHARING PLAN
                              (Full Title of Plan)

                                William J. Rainey
                   Senior Vice President 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)
CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                      Amount        Maximum       Maximum
Title of Securities   Being      Offering Price   Aggregate         Amount of
Being Registered    Registered     Per Share    Offering Price  Registration Fee
Common Stock
($.01 par value)(1)  2,000,000     $46 3/8(2)   $62,606,250(2)      $18,972
[FN]
(1)       Pursuant  to Rule  416(c)  under  the  Securities  Act of  1933,  this
          Registration   Statement  also  covers  an  indeterminate   amount  of
          interests to be offered or sold pursuant to the employee  benefit plan
          described herein.
(2)       Of these shares, 650,000 shares were covered by Registration Statement
          333-02559 and, pursuant to General Instruction E to Form S-8, no fee
          is paid with respect to such shares.  Pursuant to Rule 457(h) and 
          457(c) under the Securities Act of 1933, the  registration  fee for
          the
1,350,000 remaining shares issuable pursuant to the Plan is based on
          the average of the high and low prices of the  Registrant's  common
          stock reported on the NYSE composite tape on May 28, 1997.

Part I

The Section 10(a)  prospectus  relating to the Payless  ShoeSource,  Inc. Profit
Sharing  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  February  1,  1997,  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 February 1, 1997.

          (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   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 or the
Plan 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

                                      2
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified and amended, to constitute part of this Registration Statement.

Item 4. Description of Securities.

          Not applicable.

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 Shares of Common Stock to be 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

                                       3
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 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.

                                       4
Item 8. Exhibits.

          4.1  Restated  Articles of Incorporation  of Registrant  (incorporated
               herein by reference to Exhibit 3 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 February 1, 1997).

          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 ("Registration Statement")).

      *   5    Opinion of Counsel as to the 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. Profit Sharing Plan (incorporated herein
               by reference to Exhibit  10.11 of the  Registrant's  Registration
               Statement).

          *  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 and 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.

                                       5
(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.

               (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.

          (d)  Pursuant  to Item 8(b) of Form S-8,  in lieu of (i) an opinion of
counsel  concerning the Plan's compliance with the requirements of ERISA or (ii)
an  Internal  Revenue  Service  ("IRS")  determination  letter  that the Plan is
qualified  under  Section 401 of the Internal  Revenue Code of 1986, as amended,
the  undersigned  Registrant  hereby  undertakes  to  submit  the  Plan  and any
amendments  thereto  to the IRS in a timely  manner  and will  make all  changes
required by the IRS to qualify the Plan.

                                   SIGNATURES

                                       6
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 2nd day of June,
1997.

                                          PAYLESS SHOESOURCE, INC.

                                          By: /s/ Ullrich E. Porzig
                                              Name:   Ullrich E. Porzig
                                              Title:  Senior Vice President and
                                                       Chief Financial Officer

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 and        June 2, 1997
Steven J. Douglass      Chief Executive Officer (Principal
                        Executive officer)

/s/Richard A. Jolosky*  Director and President                     June 2, 1997
Richard A. Jolosky

/s/Ronald A. Cooperman  Vice President and Controller              June 2, 1997
Ronald A. Cooperman

/s/Howard R. Fricke*    Director                                   June 2, 1997
Howard R. Fricke

/s/Thomas A. Hays*      Director                                   June 2, 1997
Thomas A. Hays

/s/Michael E. Murphy*   Director                                   June 2, 1997
Michael E. Murphy

/s/Richard L. Stark*    Director                                   June 2, 1997
Richard L. Stark

                                       7
* By:   /s/ William J. Rainey
        William J. Rainey
        Attorney-in-Fact

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Retirement  Committee of the Payless  ShoeSource,  Inc.  Profit Sharing Plan 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 2nd day of June, 1997.

Payless ShoeSource, Inc. Profit Sharing Plan

   By:  /s/ Jeffrey A. Long
        Name: Jeffrey A. Long
        Title:  Chairman
                Retirement Committee

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

Signature                Title                                     Date

/s/Jed L. Norden*        Member, Retirement Committee              June 2, 1997
Jed L. Norden

/s/William J. Rainey*    Member, Retirement Committee              June 2, 1997
William J. Rainey

Ullrich E. Porzig        Member, Retirement Committee              

/s/Jeffrey A. Long*      Member, Retirement Committee              June 2, 1997
Jeffrey A. Long

/s/Ronald A. Cooperman*  Member, Retirement Committee              June 2, 1997
Ronald A. Cooperman

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

                                       8
Exhibit List

    4.1  Restated Articles of Incorporation of Registrant  (incorporated herein
         by reference to Exhibit 3 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 February 1, 1997).

    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
         ("Registration Statement")).

 *  5    Opinion of Counsel as to the 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. Profit Sharing Plan (incorporated  herein by
         reference to Exhibit 10.11 of the Registrant's Registration Statement).

    *  Filed Herewith

                                       9