<PAGE>
              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON JUNE 30, 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. STOCK OWNERSHIP 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)

                                   Copies to:

                                 John H. Calvert
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                           Kansas City, Missouri 64108
                                 (816) 460-5807

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                    <C>                 <C>                          <C>                          <C>
Title of Securities     Amount Being           Proposed Maximum            Proposed Maximum              Amount of
 Being Registered      Registered(1)       Offering Price Per Share     Aggregate Offering Price     Registration Fee

Common Stock           2,000,000 shares          $53.46875(2)               $106,937,500(2)               $32,405
($.01 par value)

<FN>
(1)   Pursuant  to Rule 416 under the  Securities  Act of 1933 (the  "Act") this
      Registration  Statement  covers,  in  addition  to shares of Common  Stock
      stated above, an indeterminate  number of shares of Common Stock which ,by
      reason of certain  events  such as stock  splits or stock  dividends,  may
      become subject to the Plan.

(2)   Estimated  by the  registrant  solely for the purpose of  calculating  the
      registration fee pursuant to Rules 457(h) and 457(c).  The price per share
      is the average of the high and low prices of the Registrant's common stock
      as reported on the NYSE composite tape on June 24, 1997.
</FN>
</TABLE>

<PAGE>


Part I

      This Registration Statement covers the offering of Common Stock of Payless
ShoeSource, Inc. under the Payless ShoeSource, Inc. Stock Ownership Plan (the
"Plan")

         The Section 10(a) prospectus  relating to 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.

         Not applicable.

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

                                        3

<PAGE>



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.

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)


                                        4

<PAGE>



        *23.1   Consent of Arthur Andersen LLP

        *24.    Powers of Attorney

         99.1   Payless  ShoeSource,  Inc.  Stock  Ownership  Plan,  as  amended
                (incorporated  herein by reference from Appendix C (pages C-1 to
                C-8) of the Registrant's April 14, 1997 Proxy Statement relating
                to its May 23, 1997 annual meeting of shareowners.

        *99.2   Payless  ShoeSource, Inc.  Stock Ownership Plan Committee Rules
                and Procedures, effective August 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;

         (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

                                        5

<PAGE>



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.



                                        6

<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 27th day of June,
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      June 27, 1997
Steven J. Douglass        Chief Executive Officer (Principal
                          Executive officer)


Richard A. Jolosky*       Director and President                   June 27, 1997
Richard A. Jolosky

Ullrich E. Porzig*        Senior Vice President and Chief          June 27, 1997
Ullrich E. Porzig         Financial Officer (Principal Financial
                          and Accounting Officer)

Howard R. Fricke*         Director                                 June 27, 1997
Howard R. Fricke

Thomas A. Hays*           Director                                 June 27, 1997
Thomas A. Hays


                                        7

<PAGE>

Michael E. Murphy*        Director                                 June 27, 1997
Michael E. Murphy

Richard L. Stark*         Director                                 June 27, 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
                  23, 1996, as
                  amended through April 15, 1996).

      * 23.1      Consent of Arthur Andersen LLP

      *   24      Powers of Attorney

        99.1      Payless  ShoeSource,  Inc.  Stock  Ownership  Plan, as amended
                  (incorporated  herein by reference  from Appendix C (pages C-1
                  to C-8) of the  Registrant's  April 14,  1997 Proxy  Statement
                  relating to its May 23, 1997 annual meeting of shareowners.
                  Confer to list of Exhibit D.

      * 99.2      Payless ShoeSource, Inc. Stock Ownership Plan Committee Rules
                  and Procedures, effective August 1, 1997.

      *  Filed Herein

                                       9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19946}]
{"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": "333-30371", "film-number": "97633043"}, "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 30, 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. STOCK OWNERSHIP 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)

                                   Copies to:

                                 John H. Calvert
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2600
                           Kansas City, Missouri 64108
                                 (816) 460-5807
CALCULATION OF REGISTRATION FEE
Title of Securities     Amount Being           Proposed Maximum            Proposed Maximum              Amount of
 Being Registered      Registered(1)       Offering Price Per Share     Aggregate Offering Price     Registration Fee

Common Stock           2,000,000 shares          $53.46875(2)               $106,937,500(2)               $32,405
($.01 par value)
(1)   Pursuant  to Rule 416 under the  Securities  Act of 1933 (the  "Act") this
      Registration  Statement  covers,  in  addition  to shares of Common  Stock
      stated above, an indeterminate  number of shares of Common Stock which ,by
      reason of certain  events  such as stock  splits or stock  dividends,  may
      become subject to the Plan.

(2)   Estimated  by the  registrant  solely for the purpose of  calculating  the
      registration fee pursuant to Rules 457(h) and 457(c).  The price per share
      is the average of the high and low prices of the Registrant's common stock
      as reported on the NYSE composite tape on June 24, 1997.
Part I

      This Registration Statement covers the offering of Common Stock of Payless
ShoeSource, Inc. under the Payless ShoeSource, Inc. Stock Ownership Plan (the
"Plan")

         The Section 10(a) prospectus  relating to 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.

         Not applicable.

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

                                        3
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.

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)

                                        4
*23.1   Consent of Arthur Andersen LLP

        *24.    Powers of Attorney

         99.1   Payless  ShoeSource,  Inc.  Stock  Ownership  Plan,  as  amended
                (incorporated  herein by reference from Appendix C (pages C-1 to
                C-8) of the Registrant's April 14, 1997 Proxy Statement relating
                to its May 23, 1997 annual meeting of shareowners.

        *99.2   Payless  ShoeSource, Inc.  Stock Ownership Plan Committee Rules
                and Procedures, effective August 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;

         (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

                                        5
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.

                                        6
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 27th day of June,
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      June 27, 1997
Steven J. Douglass        Chief Executive Officer (Principal
                          Executive officer)

Richard A. Jolosky*       Director and President                   June 27, 1997
Richard A. Jolosky

Ullrich E. Porzig*        Senior Vice President and Chief          June 27, 1997
Ullrich E. Porzig         Financial Officer (Principal Financial
                          and Accounting Officer)

Howard R. Fricke*         Director                                 June 27, 1997
Howard R. Fricke

Thomas A. Hays*           Director                                 June 27, 1997
Thomas A. Hays

                                        7
Michael E. Murphy*        Director                                 June 27, 1997
Michael E. Murphy

Richard L. Stark*         Director                                 June 27, 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
                  23, 1996, as
                  amended through April 15, 1996).

      * 23.1      Consent of Arthur Andersen LLP

      *   24      Powers of Attorney

        99.1      Payless  ShoeSource,  Inc.  Stock  Ownership  Plan, as amended
                  (incorporated  herein by reference  from Appendix C (pages C-1
                  to C-8) of the  Registrant's  April 14,  1997 Proxy  Statement
                  relating to its May 23, 1997 annual meeting of shareowners.
                  Confer to list of Exhibit D.

      * 99.2      Payless ShoeSource, Inc. Stock Ownership Plan Committee Rules
                  and Procedures, effective August 1, 1997.

      *  Filed Herein

                                       9