<PAGE> 1

As filed with the Securities and Exchange Commission on May 6, 1996

                                            Registration No. 33-
                                                                 ----------

- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




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



                             PAYLESS CASHWAYS, INC.
             (Exact name of Registrant as specified in its charter)

            Iowa                                           42-0945849
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)


                      Two Pershing Square, 2300 Main Street
                           Kansas City, Missouri 64108
    (Address, including zip code, of Registrant's principal executive offices)


PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (Full Title of the Plan)



                                 David Stanley
            Chairman of the Board and Chief Executive Officer
                             Payless Cashways, Inc.
                      Two Pershing Square, 2300 Main Street
                         Kansas City, Missouri 64108
                                 (816) 234-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)




(Cover page continued on next page)



<PAGE> 2


(Cover page continued from preceding page)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>


                                    Proposed        Proposed
                         Amount     maximum         maximum        Amount 
Title of securities      to be      offering price  aggregate       of
to be registered        registered  per share       offering price registration
                                                                    fee
- -------------------------------------------------------------------------------
<S>                      <C>            <C>            <C>          <C>	
Common Stock,     250,000 shares (1)   $4.125       $1,031,250     $355.60
par value $.01
per share					    
- -------------------------------------------------------------------------------
</TABLE>


(1)     To be sold pursuant to the Payless Cashways, Inc. Deferred Compensation
         Plan for Directors (the "Plan").

(2)    Pursuant to Rule 457(h)(1), the aggregate offering price and the amount
         of the  registration fee is computed based on the price of $ per share,
         the average of the high and low prices of the Registrant's Common Stock
         on the New York  Stock  Exchange  on May 1,  1996,  and  assuming  that
         250,000  shares is the maximum  number of the  Registrant's  securities
         issuable under the Plan that are covered by the Registration Statement.




<PAGE> 3


                                EXPLANATORY NOTE


              As  permitted  by the  rules  of the  Securities  and
              Exchange   Commission   (the   "Commission"),    this
              Registration    Statement   omits   the   information
              specified in Part I of Form S-8.




























<PAGE> 4



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed with the Commission by Payless Cashways,
Inc. (the "Company")  (File No. 1-8210) are  incorporated  in this  Registration
Statement on Form S-8 (the "Registration Statement") by reference:

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended November 25, 1995;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended February 24, 1996; and

         3.       The  description  of the  Company's  Common Stock set forth in
                  Form 8-A Registration Statement dated February 11, 1993.


         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4:  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article IX of the  Restated  Articles of  Incorporation  of the Company
states that  directors of the Company  shall not be liable for monetary  damages
for breach of fiduciary  duty,  except  directors will remain liable for damages
for (i) a breach of their duty of loyalty  to the  Company or its  shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing  violation  of law;  (iii) any  transaction  from which the  director
derived an improper  personal  benefit;  or (iv) violation of Section 490.833 of
the Iowa Business Corporation Act, involving unlawful  distributions.  Article X
of the Restated  Articles of Incorporation of the Company also provides that the
Company  shall  indemnify  and advance  expenses to each person who serves as an
officer or  director  of the  Company or who  serves in  similar  capacities  in
another  enterprise  at the  request of the Company  ("Eligible  Person") to the
fullest extent permitted by Iowa law.

         Under current Iowa law, the Company  would be required  under Article X
(i) to indemnify an Eligible Person for all reasonable expenses of litigation or
other legal proceedings when the person  successfully  defends an action brought
against him or her by reason of his/her  other  service,  (ii) to  indemnify  an
Eligible  Person  for  the  expenses,  judgments,  fines  and  amounts  paid  in
settlement  of  litigation  (other  than an  action  by or in the  right  of the
Company,  which hereinafter will be referred to as a "derivative action"),  even
if the person is not  successful  if he or she acted in good  faith,  reasonably
believed  that the conduct was in the best  interests  of the Company and is not
adjudged liable for improperly  receiving a personal benefit (and, if a criminal
action,  had no reasonable cause to believe the


<PAGE> 5

conduct was  unlawful),  (iii) to  indemnify an Eligible  Person for  reasonable
expenses of a derivative action (but not damages or amounts paid in settlement),
if the person acted in good faith,  reasonably  believed that the conduct was in
the best  interests  of the Company and is not  adjudged  liable for  improperly
receiving a personal benefit (and, if a criminal action, had no reasonable cause
to believe the conduct was  unlawful),  (iv) to  indemnify  an Eligible  Person,
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7457}]
{"company-data": {"conformed-name": "PAYLESS CASHWAYS INC", "cik": "0000076744", "assigned-sic": "5211", "irs-number": "420945849", "state-of-incorporation": "IA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03203", "film-number": "96556860"}, "business-address": {"street1": "TWO PERSHING SQ 2300 MAIN ST", "city": "KANSAS CITY", "state": "MO", "zip": "64108", "phone": "8162346000"}}
1

As filed with the Securities and Exchange Commission on May 6, 1996

                                            Registration No. 33-
                                                                 ----------

- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             PAYLESS CASHWAYS, INC.
             (Exact name of Registrant as specified in its charter)

            Iowa                                           42-0945849
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                      Two Pershing Square, 2300 Main Street
                           Kansas City, Missouri 64108
    (Address, including zip code, of Registrant's principal executive offices)

PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (Full Title of the Plan)

                                 David Stanley
            Chairman of the Board and Chief Executive Officer
                             Payless Cashways, Inc.
                      Two Pershing Square, 2300 Main Street
                         Kansas City, Missouri 64108
                                 (816) 234-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

(Cover page continued on next page)
2

(Cover page continued from preceding page)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                         Amount     maximum         maximum        Amount 
Title of securities      to be      offering price  aggregate       of
to be registered        registered  per share       offering price registration
                                                                    fee
- -------------------------------------------------------------------------------
Common Stock,     250,000 shares (1)   $4.125       $1,031,250     $355.60
par value $.01
per share					    
- -------------------------------------------------------------------------------
(1)     To be sold pursuant to the Payless Cashways, Inc. Deferred Compensation
         Plan for Directors (the "Plan").

(2)    Pursuant to Rule 457(h)(1), the aggregate offering price and the amount
         of the  registration fee is computed based on the price of $ per share,
         the average of the high and low prices of the Registrant's Common Stock
         on the New York  Stock  Exchange  on May 1,  1996,  and  assuming  that
         250,000  shares is the maximum  number of the  Registrant's  securities
         issuable under the Plan that are covered by the Registration Statement.
3

                                EXPLANATORY NOTE

              As  permitted  by the  rules  of the  Securities  and
              Exchange   Commission   (the   "Commission"),    this
              Registration    Statement   omits   the   information
              specified in Part I of Form S-8.
4

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed with the Commission by Payless Cashways,
Inc. (the "Company")  (File No. 1-8210) are  incorporated  in this  Registration
Statement on Form S-8 (the "Registration Statement") by reference:

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended November 25, 1995;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended February 24, 1996; and

         3.       The  description  of the  Company's  Common Stock set forth in
                  Form 8-A Registration Statement dated February 11, 1993.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4:  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article IX of the  Restated  Articles of  Incorporation  of the Company
states that  directors of the Company  shall not be liable for monetary  damages
for breach of fiduciary  duty,  except  directors will remain liable for damages
for (i) a breach of their duty of loyalty  to the  Company or its  shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing  violation  of law;  (iii) any  transaction  from which the  director
derived an improper  personal  benefit;  or (iv) violation of Section 490.833 of
the Iowa Business Corporation Act, involving unlawful  distributions.  Article X
of the Restated  Articles of Incorporation of the Company also provides that the
Company  shall  indemnify  and advance  expenses to each person who serves as an
officer or  director  of the  Company or who  serves in  similar  capacities  in
another  enterprise  at the  request of the Company  ("Eligible  Person") to the
fullest extent permitted by Iowa law.

         Under current Iowa law, the Company  would be required  under Article X
(i) to indemnify an Eligible Person for all reasonable expenses of litigation or
other legal proceedings when the person  successfully  defends an action brought
against him or her by reason of his/her  other  service,  (ii) to  indemnify  an
Eligible  Person  for  the  expenses,  judgments,  fines  and  amounts  paid  in
settlement  of  litigation  (other  than an  action  by or in the  right  of the
Company,  which hereinafter will be referred to as a "derivative action"),  even
if the person is not  successful  if he or she acted in good  faith,  reasonably
believed  that the conduct was in the best  interests  of the Company and is not
adjudged liable for improperly  receiving a personal benefit (and, if a criminal
action,  had no reasonable cause to believe the
5

conduct was  unlawful),  (iii) to  indemnify an Eligible  Person for  reasonable
expenses of a derivative action (but not damages or amounts paid in settlement),
if the person acted in good faith,  reasonably  believed that the conduct was in
the best  interests  of the Company and is not  adjudged  liable for  improperly
receiving a personal benefit (and, if a criminal action, had no reasonable cause
to believe the conduct was  unlawful),  (iv) to  indemnify  an Eligible  Person,