<PAGE>
              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON APRIL 25, 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. 1996 STOCK INCENTIVE 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
                               Maximum        Proposed
Title of            Amount     Offering        Maximum           Amount of
Securities Being    Being     Price Per       Aggregate        Registration
Registered        Registered    Share       Offering Price          Fee

Common Stock      5,187,808   $41.00(1)     $206,059,984(1)       $62,442
($.01 par value)   shares
<FN>

(1)      As of the date  hereof,  options to purchase  499,334  shares of Common
         Stock have been issued  pursuant to the Payless  ShoeSource,  Inc. 1996
         Stock  Incentive  Plan,  as amended  (the  "Plan") at  exercise  prices
         ranging  from  $27.0271 to $38.3750  per share.  The  weighted  average
         exercise price of such options is $27.702 per share.  The  registration
         fee for the  foregoing  shares  is based  upon  such  weighted  average
         exercise price. Pursuant to Rule 457(h) and 457(c) under the Securities
         Act of 1933, the  registration  fee for the 4,688,474  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 April 21, 1997.
</FN>
</TABLE>
                                       1
<PAGE>

Part I

The Section 10(a) prospectus relating to the Payless ShoeSource, Inc. 1996 Stock
Incentive  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  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.

         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 has
received 4,375  restricted  share awards under other plans of the Registrant and
has been  granted  options to purchase  7,500  Shares of Common Stock under this
Plan and is eligible to receive future grants.

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

                                        3

<PAGE>


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 13,  1996,  as amended  through  April 15,
           1996).

  *  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    Payless  ShoeSource,  Inc.  1996  Stock  Incentive  Plan,  as amended
           (incorporated herein by reference to Exhibit 10.5 of the Registrant's
           Annual  Report on Form 10-K for the  Fiscal  Year ended  February  1,
           1997).

     *  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;

                                        5

<PAGE>



             (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.

         (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

                                        6

<PAGE>


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.


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 25th day of April,
1997.

                    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

Steven J. Douglass*    Director, Chairman of the Board and       April 25, 1997
Steven J. Douglass     Chief Executive Officer (Principal
                       Executive officer)

Richard A. Jolosky*    Director and President                    April 25, 1997
Richard A. Jolosky

Ullrich E. Porzig*     Senior Vice President and Chief           April 25, 1997
Ullrich E. Porzig      Financial Officer (Principal Financial
                       and Accounting Officer)

Howard R. Fricke*       Director                                 April 25, 1997
Howard R. Fricke

Thomas A. Hays*         Director                                 April 25, 1997
Thomas A. Hays

                                        7

<PAGE>



Michael E. Murphy*      Director                                 April 25, 1997
Michael E. Murphy

Richard L. Stark*       Director                                 April 25, 1997
Richard L. Stark

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



























                                        8

<PAGE>

                                  EXHIBIT INDEX

     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 13,  1996,  as amended  through  April 15,
           1996).

  *  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    Payless  ShoeSource,  Inc.  1996  Stock  Incentive  Plan,  as amended
           (incorporated herein by reference to Exhibit 10.5 of the Registrant's
           Annual  Report on Form 10-K for the  Fiscal  Year ended  February  1,
           1997).

     *  Filed Herewith


                                        9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19835}]
{"company-data": {"conformed-name": "PAYLESS SHOESOURCE INC", "cik": "0001008802", "assigned-sic": "5661", "irs-number": "480674097", "state-of-incorporation": "MO", "fiscal-year-end": "0203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25877", "film-number": "97587765"}, "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 25, 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. 1996 STOCK INCENTIVE 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
                               Maximum        Proposed
Title of            Amount     Offering        Maximum           Amount of
Securities Being    Being     Price Per       Aggregate        Registration
Registered        Registered    Share       Offering Price          Fee

Common Stock      5,187,808   $41.00(1)     $206,059,984(1)       $62,442
($.01 par value)   shares
(1)      As of the date  hereof,  options to purchase  499,334  shares of Common
         Stock have been issued  pursuant to the Payless  ShoeSource,  Inc. 1996
         Stock  Incentive  Plan,  as amended  (the  "Plan") at  exercise  prices
         ranging  from  $27.0271 to $38.3750  per share.  The  weighted  average
         exercise price of such options is $27.702 per share.  The  registration
         fee for the  foregoing  shares  is based  upon  such  weighted  average
         exercise price. Pursuant to Rule 457(h) and 457(c) under the Securities
         Act of 1933, the  registration  fee for the 4,688,474  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 April 21, 1997.
1
Part I

The Section 10(a) prospectus relating to the Payless ShoeSource, Inc. 1996 Stock
Incentive  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  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.

         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 has
received 4,375  restricted  share awards under other plans of the Registrant and
has been  granted  options to purchase  7,500  Shares of Common Stock under this
Plan and is eligible to receive future grants.

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

                                        3
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 13,  1996,  as amended  through  April 15,
           1996).

  *  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    Payless  ShoeSource,  Inc.  1996  Stock  Incentive  Plan,  as amended
           (incorporated herein by reference to Exhibit 10.5 of the Registrant's
           Annual  Report on Form 10-K for the  Fiscal  Year ended  February  1,
           1997).

     *  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;

                                        5
(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.

         (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

                                        6
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.

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 25th day of April,
1997.

                    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

Steven J. Douglass*    Director, Chairman of the Board and       April 25, 1997
Steven J. Douglass     Chief Executive Officer (Principal
                       Executive officer)

Richard A. Jolosky*    Director and President                    April 25, 1997
Richard A. Jolosky

Ullrich E. Porzig*     Senior Vice President and Chief           April 25, 1997
Ullrich E. Porzig      Financial Officer (Principal Financial
                       and Accounting Officer)

Howard R. Fricke*       Director                                 April 25, 1997
Howard R. Fricke

Thomas A. Hays*         Director                                 April 25, 1997
Thomas A. Hays

                                        7
Michael E. Murphy*      Director                                 April 25, 1997
Michael E. Murphy

Richard L. Stark*       Director                                 April 25, 1997
Richard L. Stark

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

                                        8
EXHIBIT INDEX

     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 13,  1996,  as amended  through  April 15,
           1996).

  *  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    Payless  ShoeSource,  Inc.  1996  Stock  Incentive  Plan,  as amended
           (incorporated herein by reference to Exhibit 10.5 of the Registrant's
           Annual  Report on Form 10-K for the  Fiscal  Year ended  February  1,
           1997).

     *  Filed Herewith

                                        9