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                                                                   EXHIBIT 3.2 



                         AMENDED AND RESTATED BYLAWS

                                     OF

                          PAYLESS SHOESOURCE, INC.

                 (Amended and Restated as of April __, 1998)

                                  ARTICLE I
                                   OFFICES


     Section 1. The registered office of the Corporation shall be 
in the City of St. Louis, State of Missouri, or at such other place 
within the State of Missouri as the Board of Directors may at any time and
from time to time designate.
        
     Section 2. The Corporation may also have offices at such other 
places both within and without the State of Missouri as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                 ARTICLE II
                          MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of the shareholders shall be held either
within or without the State of Missouri as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. The annual meeting of shareholders shall be held at such 
place within or without the State of Missouri, at such hour and on such date,
not earlier than May 1 and not later than July 10 in each year as the Board of
Directors may specify in the call of such meeting, at which meeting the
shareholders shall elect directors as described in Article III below by a
majority of shares entitled to vote thereon and represented in person or by
proxy at the meeting, and transact such other business as may properly be
brought before the meeting.

     Section 3. Except as otherwise required by law, written notice of 
the annual meeting stating the place, date and hour of the meeting shall be
given by mail, postage prepaid, not less than ten or more than seventy days
before the date of the meeting, to each shareholder entitled to vote at
such meeting at such address as shall appear on the books of the Corporation.
        
     Section 4. The Secretary of the Corporation shall prepare and 
make, at least ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each shareholder and the number of shares
registered in the name of each shareholder. Such list shall be open to the
examination of any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period 


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of at least ten days prior to the meeting, at the registered office of the
Corporation. The list shall also be produced and kept open at the time and place
of the meeting during the whole time thereof, and may be inspected by any
shareholder who is present.

     Section 5. Special meetings of the shareholders, for any purpose 
or purposes, may be called by the Board of Directors, the Chairman of the Board
of Directors, or the President. Special meetings of shareholders may not be
called by any other person or persons. The business transacted at a special
meeting of shareholders shall be confined to the purpose or purposes specified
in the notice therefor.

     Section 6. Except as otherwise required by law, written notice of a 
special meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be given by mail, postage
prepaid, not less than ten nor more than seventy days before the date of the
meeting, to each shareholder entitled to vote at such meeting at such address as
shall appear on the books of the Corporation.

     Section 7. The holders of a majority of the stock issued and 
outstanding and entitled to vote at any meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by law
or by the Articles of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy even though
less than a quorum, shall have the power successively to adjourn the meeting to
a specified date not longer than ninety days after such adjournment, without
notice other than announcement at the meeting. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the meeting.

     For purposes of determining a quorum, shares represented by a 
proxy which directs that the shares abstain from voting or that a vote be
withheld on a matter shall be deemed to be represented at the meeting; shares as
to which voting instructions are given as to at least one of the matters be
voted on shall also be deemed to be so represented; if the proxy states how
shares will be voted in the absence of instructions by the shareholder, such
shares shall be deemed to be represented at the meeting.

     Section 8. When a quorum is present at any meeting, the vote of the 
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law or the
Articles of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question. Shares
represented by a proxy which directs that the shares abstain from voting on a
matter shall not be deemed to be represented at the meeting as to such matter.
Shares represented by a proxy as to which voting instructions are not given as
to one or more matters to be voted on shall not be deemed to be represented at
the meeting for purposes of 




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the vote as to such matter or matters. A proxy which states how shares will be
voted in the absence of instructions by the shareholder as to any matter shall
be deemed to give voting instructions as to such matter.

     Section 9. Except as otherwise provided by the Articles of 
Incorporation, each shareholder of record shall at every meeting of the
shareholders be entitled to one vote for each share of capital stock of the
Corporation entitled to vote thereat held by such shareholder. Such votes may be
cast in person or by proxy, but no proxy shall be valid after eleven months from
the date of its execution unless otherwise provided in the proxy. Subject to
applicable law, the Board of Directors shall prescribe the rules and regulations
for voting at all meetings of the shareholders; provided, however, the vote for
the election of directors, and upon the direction of the presiding officer of
the meeting, the vote on any other question before the meeting, shall be by
written ballot.

     Section 10. Except as otherwise provided by the Articles of 
Incorporation, any action required or permitted to be taken at any annual or
special meeting of shareholders may be taken without a meeting of the
shareholders only if consents in writing, setting forth the action so taken, are
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Section 11. To be properly brought before the annual or any 
special  shareholders' meeting, business must be either (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the 
meeting by or at the direction of the Board of Directors, or (c) otherwise 
properly brought before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be properly  brought 
before the annual or any special shareholders' meeting by a shareholder, 
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be 
delivered to or mailed and received at the principal executive offices
of the Corporation not less than 75 days nor more than 90 days prior to the 
meeting; provided, however, that in the event that less than 90 days' notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure
was made, whichever first occurs. Such shareholder's notice to the Secretary 
shall set forth as to each matter the shareholder proposes to bring before
the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of common stock of the 
Corporation which are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business.

     Notwithstanding anything in these Bylaws to the contrary, no 
business shall be conducted at the annual or any special meeting except in
accordance with the procedures set forth in this Section 11, provided, however,
that nothing in this Section 11 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the meeting.




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     The chairman of the meeting shall, if the facts warrant, determine and 
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 11, and if he should
so determine and declare, any such business not properly brought before the
meeting shall not be transacted.
        
     Section 12. Except as provided in Section 3 of Article III, only persons 
who are nominated in accordance with the following procedures shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation at the annual meeting may be made at the meeting
by or at the direction of the Board of Directors, by any nominating committee
or person appointed by the Board of Directors or by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 12. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than 75 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 90 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such shareholder's notice to the Secretary shall set forth (a) as to
each person whom the shareholder  proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence of
the person, (ii) the principal occupation or employment of the person, (iii)
the class and number of shares of common stock of the Corporation which are
beneficially owned by the person, and (iv) any other information relating to
the person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice (i)
the name and record address of the shareholder and (ii) the class and number of
shares of common stock of the Corporation which are beneficially owned by the
shareholder. Such notice shall be accompanied by the executed consent of each
nominee to serve as a director if so elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.
        
     The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine and declare, the defective
nomination shall be disregarded.

                                 ARTICLE III
                                  DIRECTORS

     Section 1. Except as otherwise required by law or the Articles of 
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.




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     Section 2. The number of directors of the Corporation shall be 
fixed in the manner provided in the Articles of Incorporation. Except as
otherwise provided in Section 3 of this Article III, the directors of the
Corporation shall be elected by the shareholders of the Corporation, and at each
such election the nominees receiving the greatest number of votes, up to the
number of directors then to be elected, shall be the persons then elected.

     Section 3. Except as otherwise required by the Articles of 
Incorporation, any vacancy in the Board of Directors resulting from any increase
in the number of directors and any other vacancy occurring in the Board of
Directors may be filled by the Board of Directors acting by a majority of the
directors then in office, although less than a quorum, or by the sole remaining
director, and any director so elected to fill a vacancy shall hold office until
the next election of directors by the shareholders of the Corporation (subject,
however, to such director's earlier death, resignation, disqualification or
removal from office). In no event shall a decrease in the number of directors
shorten the term of any incumbent director.

     Section 4. The Board of Directors may hold its meetings, both 
regular and special, and cause the books of the Corporation to be kept, either
within or without the State of Missouri at such place or places as they may from
time to time determine or as otherwise may be provided in these Bylaws..

     Section 5. Subject to Section 8 of this Article III there shall be 
an annual meeting of the Board of Directors on the day of the annual meeting of
shareholders in each year or as soon thereafter as convenient, such annual
meeting to be at such place and time (and, if applicable, on such date) as the
Chairman of the Board or the Chief Executive Officer shall designate by written
notice to the directors, and regular meetings shall be held on such dates and at
such times and places either as the directors shall by resolution provide or as
the Chairman of the Board or the Chief Executive Officer shall designate by
written notice to the directors. Except as above provided, no notice of said
annual meeting or such regular meetings of the Board of Directors need be given.

     Section 6. Special meetings of the Board of Directors may be called 
by the Chairman of the Board, the Chief Executive Officer, the President, the
Secretary or the Treasurer and shall be called by one of the foregoing officers
on the written request of a majority of the entire Board of Directors specifying
the object or objects of such special meeting. In the event that one of the
foregoing officers shall fail to call a meeting within two days after receipt of
such request, such meeting may be called in like manner by the directors making
such request. The person or persons calling the special meeting may fix the
place, either within or without the State of Missouri, as a place for holding
the meeting. Notice of each special meeting, stating the date, place and time of
the meeting and the purpose or purposes for which it is called, shall be
deposited in the regular or overnight mail, sent by telecopy, telegram or
delivered by hand to each director not later than the day preceding the date of
such meeting, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

     Section 7. At all meetings of the Board of Directors a majority of 
the entire Board of Directors in office shall constitute a quorum for the
transaction of business and the act of a majority 




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of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by law, the Articles of Incorporation or by these Bylaws. If a quorum, shall not
be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 8. Except as otherwise required by the Articles of Incorporation 
or these Bylaws, any action required or permitted to be taken by the Board of
Directors at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as
the case may be, consent thereto in writing. The Secretary shall file the
consents with the minutes of proceedings of the Board of Directors or the
committee as the case may be.
        
     Section 9. Any one or more members of the Board of Directors, or any 
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation in a meeting
pursuant to this Section 9 shall constitute presence in person at such meeting.

     Section 10. The Board of Directors may, by resolution passed by 
a majority of the entire Board, designate one or more committees, each committee
to consist of two or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent allowed by law and as provided in the resolution,
shall have and may exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

     Section 11. Each committee of the Board shall keep regular minutes 
of its meetings and report the same to the Board of Directors when required.

     Section 12. Directors and members of committees may receive such 
compensation for their services, and such reimbursement of expenses, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

     Section 13. No contract or transaction between the Corporation 
and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted 



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for such purpose if (a) the material facts as to his or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee and the Board of Directors or the committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (b) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or (c) the contract or transaction is fair as to the Corporation as of the time
it is authorized or approved by the Board of Directors, a committee thereof or
the shareholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

     Section 14. As used in these Bylaws generally, the term "entire 
Board of Directors" means the total number of directors which the Corporation
would have if there were no vacancies.

                                 ARTICLE IV
                                   NOTICES

     Section 1. Whenever written notice is required by law, the Articles 
of Incorporation or these Bylaws, to be given to any director, committee member
or shareholder, such requirement shall not be construed to mean personal notice,
but such notice may be given in writing, by mail addressed to such director,
committee member or shareholder, at his address as it appears on the records of
the Corporation, with postage thereon prepaid and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States mail.
Written notice may also be given personally or by telecopy, telegram, telex or
cable or by overnight mail. An affidavit of the Secretary or an Assistant
Secretary or of the transfer agent of the Corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

     Section 2. Whenever any notice is required by law, the Articles of 
Incorporation or these Bylaws, to be given to any director, committee member or
shareholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE V
                                  OFFICERS

     Section 1. The officers of the Corporation elected by the Board 
of Directors shall consist of the Chairman of the Board, a President and a
Secretary and such other officers as the Board of Directors may deem necessary
and proper, including,  without limitation,  one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
Treasurer, and one or more Assistant Secretaries or Assistant Treasurers. The
Board of Directors shall elect the Chairman of the Board, the President and the
Secretary at its first meeting held after each annual meeting of shareholders
and may elect such other officers from time to time as it deems necessary 




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or advisable. Any two or more of such offices, excepting the offices of
President and Secretary, may be held by the same person, but no officer shall
execute, acknowledge, or verify any instrument on behalf of the Corporation in
more than one capacity.

     Section 2. The Chairman of the Board, the President and such other 
officer or officers as the Board may from time to time by resolution designate
may appoint one or more Vice Presidents, a Controller, and one or more Assistant
Controllers, Assistant Secretaries and Assistant Treasurers, who shall also be
officers of the Corporation.

     Section 3. The Board of Directors may determine or provide the method 
of determining the compensation of all officers.

     Section 4. The officers of the Corporation shall hold office until 
their successors are chosen and qualify, or until their earlier resignation or
removal. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. Any vacancy occurring in any
office of the Corporation that was filled by the Board of Directors pursuant to
Article V, Section 1 also shall be filled by the Board of Directors.

     Section 5. Each officer of the Corporation shall be subject to the 
control of the Board of Directors and shall have such duties in the management
of the Corporation as may be provided by appropriate resolution of the Board of
Directors and/or provided in these Bylaws.

     Section 6. Powers of attorney, proxies, waivers of notice of 
meeting, consents and other instruments relating to securities owned by the
corporation may be executed in the name of and on behalf of the Corporation by
the Chairman of the Board, the President or any Vice President and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     Section 7. Any officer, if required by the Board of Directors, 
shall give bond in such sum and with such security as the Board of Directors may
require for the faithful performance of duties.

     Section 8. In the case of the absence of any officer of the 
Corporation, or for any other reason that the Board may deem sufficient, the
Board of Directors may delegate the powers or duties of such officer to any
other officer or to any other director, or to any other person for the time
being.




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                                 ARTICLE VI
                            CERTIFICATES OF STOCK


     Section 1. Every holder of stock in the Corporation shall be 
entitled to have a certificate signed in the name of the Corporation by the
Chairman of the Board, the President or a Vice-President and the Treasurer or an
Assistant Treasurer,  or the Secretary or an Assistant Secretary.  Such
certificate shall certify the number of shares owned by such holder in the
Corporation.

     Section 2. Where a certificate is countersigned by (i) a transfer 
agent other than the Corporation or its employee, or (ii) a registrar other than
the Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

     Section 3. The Board of Directors may direct a new certificate or 
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issuance of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as the Board of
Directors shall require and/or to give the Corporation a bond in such sum as it
may direct and with such surety as it may approve, as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

     Section 4. Upon surrender to the Corporation or the transfer agent 
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5. In order that the Corporation may determine the 
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment or postponement thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy days before the
date of such meeting, nor more than seventy days prior to any other action;
provided, however that if the Board of Directors does not set a record date for
the determination of the shareholders entitled to notice of, and to vote at, a
meeting of shareholders, only the shareholders of record at the close of
business on the twentieth day preceding the date of the 



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meeting shall be entitled to notice of, and to vote at, the meeting and any
adjournment or postponement of the meeting. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment or postponement of the meeting.

     Section 6. The Corporation shall be entitled to recognize the 
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.





                                 ARTICLE VII
                             GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the Corporation, 
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Pursuant
to law, dividends may be paid in cash, in property, or in shares of the capital
stock.

     Section 2. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors may from time to time, in their absolute discretion, deem proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the directors may modify or abolish any such reserve in the manner
in which it was created.

     Section 3. All checks or demands for money and all notes and other 
obligations of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may at any time and from
time to time designate.

     Section 4. The fiscal year of the Corporation shall end on the
Saturday closest to the 31st day of January in each year.

     Section 5. The corporate seal shall consist of the words "PAYLESS 
SHOESOURCE, INC. MISSOURI" arranged in a circular form around the words and
figures "Corporate Seal 1961" and shall be kept by the Secretary. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.



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                                ARTICLE VIII
                                 AMENDMENTS

     These Bylaws may be amended, altered, changed or rescinded, in 
whole or in part, or new Bylaws may be adopted, in the manner provided in the
Articles of Incorporation.

     The substance of such amendment, alteration, change, rescission
or adoption or the subject matter thereof shall be submitted in writing at a
preceding meeting of the Board of Directors or notice thereof shall be given to
the directors at least ten days before; waiver of notice by any director being
deemed equivalent to such notice to him.












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