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                                                           Exhibit 3.2
                   AMENDED AND RESTATED BYLAWS
                                 
                                OF

                     PAYLESS SHOESOURCE, INC.

           (Amended and Restated as of March 20, 1997)


                            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 by a
plurality vote 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 of at least ten days prior to

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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 or that a vote be withheld on a matter shall not be deemed
to be represented at the meeting as to such matter.  Shares
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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 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.

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     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. 

     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.



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     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.

     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.



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     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 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

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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 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

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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 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.




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     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.


                           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
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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 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.
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     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.


                          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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