<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For The Quarterly Period Ended October 30, 1999


                         Commission File Number 1-14770



                            PAYLESS SHOESOURCE, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                                                43-1813160
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)



3231 SOUTHEAST SIXTH AVENUE, TOPEKA, KANSAS                          66607-2207
(Address of principal executive offices)                             (Zip Code)


                                 (785) 233-5171
                         (Registrant's telephone number,
                              including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
                                                          YES   X    NO
                                                             ------     -------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                          Common Stock, $.01 par value
                    30,296,374 shares as of November 26, 1999



<PAGE>   2


                         PART 1 - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

                    PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>


(Dollars in millions)                                     (Unaudited)         (Unaudited)
                                                            Oct. 30,           Oct. 31,          Jan. 30,
ASSETS                                                        1999                1998             1999
------                                                    ---------------    ---------------    ---------------
<S>                                                     <C>                  <C>               <C>
Current Assets:
     Cash and cash equivalents                            $         210.7    $         102.4    $         123.5
     Merchandise inventories                                        359.4              353.3              342.1
     Current deferred income taxes                                   14.7                7.7               14.2
     Other current assets                                            21.2               17.5               16.0
                                                          ---------------    ---------------    ---------------
        Total current assets                                        606.0              480.9              495.8

Property and Equipment:
     Land                                                             7.4                6.0                6.3
     Buildings and leasehold
       improvements                                                 647.8              603.9              594.8
     Furniture, fixtures and
       equipment                                                    294.4              306.5              284.2
     Property under capital leases                                    7.3                7.5                7.6
                                                          ---------------    ---------------    ---------------
        Total property and equipment                                956.9              923.9              892.9
     Accumulated depreciation
        and amortization                                           (469.2)            (429.0)            (400.1)
                                                          ---------------    ---------------    ---------------
        Property and equipment                                      487.7              494.9              492.8

Deferred income taxes                                                20.5               24.2               25.8
Other assets                                                          4.5                3.5                3.5
                                                          ---------------    ---------------    ---------------

        Total Assets                                      $       1,118.7    $       1,003.5    $       1,017.9
                                                          ===============    ===============    ===============

LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------

Current Liabilities:
     Current maturities of
        long-term debt                                    $           0.7    $           1.5    $           1.5
     Accounts payable                                                78.9               84.1               75.5
     Accrued expenses                                               138.5              125.7              117.9
                                                          ---------------    ---------------    ---------------
        Total current liabilities                                   218.1              211.3              194.9

Long-term debt                                                      126.3                5.2               72.0

Other liabilities                                                    49.0               48.8               48.2

Shareowners' Equity                                                 725.3              738.2              702.8

        Total Liabilities and
            Shareowners' Equity                           $       1,118.7    $       1,003.5    $       1,017.9
                                                          ===============    ===============    ===============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                        2

<PAGE>   3



                    PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

(Millions, except per share)



                                                      13 Weeks Ended                           39 Weeks Ended
                                            -----------------------------------     -----------------------------------
                                                Oct. 30,           Oct. 31,             Oct. 30,           Oct. 31,
                                                 1999                1998                1999                 1998
                                            ---------------     ---------------     ---------------     ---------------
<S>                                       <C>                  <C>                 <C>                 <C>
Net Retail Sales                            $         669.4     $         643.1     $       2,126.2     $       2,047.1

Cost of sales                                         455.4               441.0             1,438.3             1,394.6

Selling, general and
    administrative
    expenses                                          156.8               147.4               486.5               457.7

Interest (income)
    expense, net                                       (0.4)               (1.3)               (0.2)               (6.0)
                                            ---------------     ---------------     ---------------     ---------------


Earnings before income
    taxes                                              57.6                56.0               201.6               200.8

Provision for income
    taxes                                              23.0                22.3                80.4                80.1
                                            ---------------     ---------------     ---------------     ---------------

Net Earnings                                $          34.6     $          33.7     $         121.2     $         120.7
                                            ===============     ===============     ===============     ===============


Diluted Earnings
  per Share                                 $          1.11     $          0.98     $          3.82     $          3.31
                                            ===============     ===============     ===============     ===============

Basic Earnings
  per Share                                 $          1.12     $          0.98     $          3.84     $          3.35
                                            ===============     ===============     ===============     ===============

Diluted Weighted Average
  Shares Outstanding                                   31.1                34.5                31.8                36.4
                                            ===============     ===============     ===============     ===============

Basic Weighted Average
  Shares Outstanding                                   30.9                34.4                31.6                36.1
                                            ===============     ===============     ===============     ===============
</TABLE>





            See Notes to Condensed Consolidated Financial Statements.



                                        3

<PAGE>   4

                    PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

(Dollars in millions)                                                                   39 Weeks Ended
                                                                              ----------------------------------
                                                                                 Oct. 30,            Oct. 31,
                                                                                   1999                1998
                                                                              ---------------      -------------
<S>                                                                             <C>                 <C>
Operating Activities:
   Net earnings                                                                 $     121.2           $    120.7
   Adjustments for noncash items
   included in net earnings:
       Depreciation and amortization                                                   72.8                 69.9
       Amortization of unearned
         restricted stock                                                               1.4                  2.1
       Deferred income taxes                                                            4.8                  4.9
   Merchandise inventories                                                            (17.3)               (28.7)
   Other current assets                                                                (5.2)                (6.1)
   Accounts payable                                                                     3.4                 20.3
   Accrued expenses                                                                    20.6                 12.8
   Other assets and liabilities, net                                                    1.9                 (3.4)
                                                                            ---------------     ----------------


Total Operating Activities                                                            203.6                192.5
                                                                            ---------------     ----------------


Investing Activities:
   Capital expenditures                                                               (71.7)               (84.9)
   Disposition of property and equipment                                                4.0                  6.7
                                                                            ---------------     ----------------


Total Investing Activities                                                            (67.7)               (78.2)
                                                                            ---------------     ----------------


Financing Activities:
   Issuance of long-term debt                                                          55.0                  0.0
   Repayment of long-term debt                                                         (1.5)                (1.2)
   Net purchases of common stock                                                     (102.2)              (220.7)
                                                                            ---------------     ----------------


Total Financing Activities                                                            (48.7)              (221.9)
                                                                            ---------------     ----------------


Increase (Decrease) in Cash
   and Cash Equivalents                                                                87.2               (107.6)
Cash and Cash Equivalents,
   Beginning of Year                                                                  123.5                210.0
                                                                            ---------------     ----------------
Cash and Cash Equivalents,
  End of Period                                                             $         210.7     $          102.4
                                                                            ===============     ================


Cash paid during the period:
   Interest                                                                 $           3.1     $            0.8
   Income Taxes                                                                        60.9                 62.3

</TABLE>



            See Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>   5




                    PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION
Payless ShoeSource, Inc., a Missouri corporation ("Payless") and its
subsidiaries were reorganized into a Delaware holding company structure
effective June 1, 1998 through a merger ("Merger") with Payless Merger Corp., a
Missouri corporation, which was an indirect wholly owned subsidiary of Payless
and a wholly owned subsidiary of Payless ShoeSource, Inc., a Delaware
corporation ("Company"). The Company formerly was a wholly owned subsidiary of
Payless immediately prior to the merger. Each of the Company and Payless Merger
Corp. were organized in connection with the Merger. Pursuant to the Merger,
Payless became an indirect wholly owned subsidiary of the Company and is the
principal operating subsidiary of the Company. The transaction was accounted for
as a reorganization of entities under common control (similar to a pooling of
interest). As a result, immediately following the effective time the Company and
its subsidiaries had the same consolidated net worth as Payless and its
subsidiaries had immediately prior to the Merger.

For purposes of these Notes to Condensed Consolidated Financial Statements, the
"Registrant", or the "Company" refers to Payless ShoeSource, Inc., a Delaware
corporation, and its subsidiaries, unless the context otherwise requires.

NOTE 2. INTERIM RESULTS. The unaudited Condensed Consolidated Financial
Statements of the Company have been prepared in accordance with the instructions
to Form 10-Q of the Securities and Exchange Commission and should be read in
conjunction with the Notes to the Consolidated Financial Statements (pages
22-26) in the Company's 1998 Annual Report. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
unaudited Condensed Consolidated Financial Statements are fairly presented and
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair statement of the results for the interim periods have been included;
however, certain items are included in these statements based upon estimates for
the entire year. The results for the quarter and nine month period ended October
30, 1999, are not necessarily indicative of the results that may be expected for
the year ending January 29, 2000.

NOTE 3. INVENTORIES.  Merchandise inventories are valued at the retail
method and are stated at the lower of cost, determined using the first-
in, first-out (FIFO) basis, or market.

NOTE 4. LONG-TERM DEBT. In June 1999, the Company completed a $55 million
financing through a private placement of unsecured notes issued by a wholly
owned subsidiary in five and ten year maturities. The financing consists of an
aggregate of $20 million of senior notes maturing in June 2004 at 7.34%, $15
million of senior notes maturing in June 2009 at 7.67%, with payments of
principal beginning in June 2003, and $20 million of senior notes maturing in
June 2009 at 7.78%.
                                        5

<PAGE>   6

NOTE 5. EARNINGS PER SHARE. Basic earnings per share are computed by dividing
net earnings by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share include the effect of
conversions of stock options.

NOTE 6.  RECLASSIFICATIONS.  Certain reclassifications have been made to
prior year balances to conform with the current year presentation.

NOTE 7.  FOREIGN CURRENCY TRANSLATION.  Local currencies are the
functional currencies for all subsidiaries.  Accordingly, assets and
liabilities of foreign subsidiaries are translated at the rate of
exchange at the balance sheet date.  Income and expense items of these
subsidiaries are translated at average rates of exchange.  The foreign
currency translation was immaterial for the third quarter of 1999 and 1998.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting operating
results for the quarters ended October 30, 1999 (1999) and October 31, 1998
(1998). This discussion and analysis should be read in conjunction with the
unaudited Condensed Consolidated Financial Statements and Notes to the Condensed
Consolidated Financial Statements included in this Form 10-Q.

REVIEW OF OPERATIONS

NET EARNINGS
Net earnings totaled $34.6 million in the third quarter of 1999, up 2.7% from
$33.7 million in the third quarter of 1998. For the first nine months of 1999,
net earnings were $121.2 million compared with $120.7 million in the 1998
period, a 0.4% increase.

The following table presents the components of costs and expenses, as a percent
of net retail sales, for the third quarter and first nine months of 1999 and
1998.

<TABLE>
<CAPTION>


                                                      First
                                  Third Quarter    Nine Months
                                  -------------   -------------
                                   1999   1998     1999   1998
                                  ------ ------   ------ ------
<S>                              <C>     <C>      <C>    <C>
  Cost of sales                    68.0%  68.6%    67.6%  68.1%

  Selling, general and
    administrative expenses        23.4   22.9     22.9   22.4

  Interest (income)/expense, net    (.0)   (.2)     (.0)   (.3)
                                   ----   ----     ----   ----

  Earnings before income taxes      8.6%   8.7%     9.5%   9.8%
                                   ====   ====     ====   ====

  Effective income tax rate        39.9%  39.9%    39.9%  39.9%
                                   ====   ====     ====   ====

  Net Earnings                      5.2%   5.2%     5.7%   5.9%
                                   ====   ====     ====   ====
</TABLE>







                                        6

<PAGE>   7

NET RETAIL SALES
Net retail sales represent the sales of stores operating during the period.
Same-store sales represent sales of stores open during comparable periods.
During the third quarter of 1999 net retail sales increased 4.1 percent from the
third quarter of 1998, consisting of a 7.5 percent increase in unit volume and a
3.1 percent decrease in average selling prices. For the first nine months of
1999 net retail sales increased 3.9 percent from the same period of 1998,
consisting of a 5.7 percent increase in unit volume and a 1.7 percent decrease
in average selling prices. Sales percent increases (decreases) are as follows:

<TABLE>
<CAPTION>


                                            Third Quarter        First Nine Months
                                          -----------------     -------------------
                                            1999     1998         1999       1998
                                          --------  -------     ---------  --------
<S>                                       <C>       <C>         <C>        <C>

        Net Retail Sales                    4.1%      1.2%        3.9%      2.5%

        Same-Store Sales                    0.8%     (1.9%)       0.4%     (0.1%)



</TABLE>

COST OF SALES
Cost of sales includes cost of merchandise sold, buying and occupancy costs.
Cost of sales was $455.4 million in the 1999 third quarter, up 3.3% from $441.0
million in the 1998 third quarter. For the first nine months of 1999, cost of
sales was $1.438 billion, a 3.1% increase from $1.395 billion in the 1998
period.

For the third quarter and first nine months, cost of sales, as a percent of net
retail sales, declined 0.6 percent to 68.0 percent and 0.5 percent to 67.6
percent, respectively. Gross margin improvement in the third quarter and the
first nine months of the year was primarily due to lower sourcing costs, control
of freight costs, a lower markdown rate, and reduced damages and shrink.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $156.8 million in the 1999
third quarter, up 6.4 percent from $147.4 million in the 1998 third quarter. For
the first nine months of 1999, selling, general and administrative expenses were
$486.5 million compared with $457.7 million in the 1998 period, a 6.3 percent
increase.

As a percent of net retail sales, selling, general and administrative expenses
were 23.4 percent during the third quarter of 1999 compared with 22.9 percent in
the third quarter of 1998. For the first nine months of 1999, selling, general
and administrative expenses as a percent of net retail sales were 22.9 percent
in 1999 compared with 22.4 percent in 1998.

The increase during the third quarter and the first nine months of 1999 was due
primarily to an increase in stores payroll due to higher hourly wage rates, and
higher advertising expenditures.

CASH FLOW
Cash flow from operations during the nine months ended October 30, 1999, was
$203.6 million. This figure represented 9.6 percent of net retail sales during
the first nine months of 1999 compared with 9.4 percent during the first nine
months of 1998. Internally generated funds are expected to continue to be the
most important component of the Company's capital resources and are expected to
fund capital expansion.
                                        7

<PAGE>   8

CAPITAL EXPENDITURES
Capital expenditures during the first nine months of 1999 totaled $71.7 million
with an additional $34.3 million estimated to be incurred during the remainder
of fiscal year 1999. The Company anticipates that cash flow from operations and
the Company's existing credit facility should be sufficient to finance projected
capital expenditures.

FINANCING ACTIVITIES
During the third quarter of 1999, the Company acquired 0.8 million shares of its
common stock for an aggregate price of approximately $40 million. For the first
nine months of the year, the Company has acquired 2.1 million shares for an
aggregate price of approximately $105 million.

In June 1999, the Company completed a $55.0 million dollar financing through a
private placement of unsecured notes issued by a wholly-owned subsidiary in
five and ten year maturities. Principal payments on $15.0 million of the ten
year notes begin in June 2003. Proceeds from the financing are intended to
be used for general corporate purposes including the funding of a portion of
the company's stock repurchase program.

AVAILABLE CREDIT
The Company has in place a $200.0 million unsecured revolving credit facility
with a bank syndication group. While no amounts had been drawn against the
agreement at October 30, 1999, the balance available to the Company was reduced
by $11.4 million outstanding under a letter of credit.

FINANCIAL CONDITION RATIOS
A summary of key financial information for the periods indicated is as follows:

<TABLE>
<CAPTION>

                                                           Oct. 30,            Oct. 31,          Jan. 30,
                                                             1999                1998              1999
                                                           ---------           ---------         ---------
<S>                                                       <C>                  <C>                 <C>
Current Ratio                                                 2.8                 2.3              2.5
Debt-to-Capitalization Ratio*                                14.9%                0.9%             9.5%
Fixed Charge Coverage**                                       3.8x                4.1x             4.1x

</TABLE>


    *     Debt-to-capitalization has been computed by dividing total debt,
          which includes current and long-term capital lease obligations, by
          capitalization, which includes current and long-term capital lease
          obligations, long-term debt, non-current deferred income taxes and
          equity.  The debt-to-capitalization ratio, including the present
          value of future minimum rental payments under operating leases as
          debt and capitalization, would be 57.3%, 53.7% and 56.8%
          respectively, for the periods referred to above.

    **    Fixed charge coverage, which is presented for the trailing 52 weeks in
          each period ended above, is defined as earnings before income taxes,
          gross interest expense, and the interest component of rent expense,
          divided by gross interest expense and the interest component of rent
          expense.

                                        8

<PAGE>   9


STORE ACTIVITY
At the end of the third quarter of 1999, the Company operated 4,449 Payless
ShoeSource stores in 50 states, Canada, the District of Columbia, Guam, Saipan,
Puerto Rico and the U.S. Virgin Islands and 220 Parade of Shoes stores. The
following table presents the change in store count for the third quarter and
first nine months of 1999 and 1998.

<TABLE>
<CAPTION>

  PAYLESS SHOESOURCE                                  First
                                  Third Quarter    Nine Months
                                 ---------------  -------------
                                   1999    1998    1999   1998
                                 -------- ------  ------ ------
<S>                               <C>    <C>     <C>    <C>
  Beginning of quarter/year        4,413  4,293   4,357  4,256
  Stores opened                       69     71     196    178
  Stores closed                      (33)   (37)   (104)  (107)
                                   -----  -----   -----  -----

  Ending store count               4,449  4,327   4,449  4,327
                                   =====  =====   =====  =====

<CAPTION>
  PARADE OF SHOES                                      First
                                   Third Quarter    Nine Months
                                   -------------   -------------
                                    1999   1998    1999   1998
                                   ------ ------   ----- -------
<S>                               <C>    <C>     <C>    <C>
  Beginning of quarter/year          215    211     213    175
  Stores opened                        7     10      11     51
  Stores closed                       (2)    (9)     (4)   (14)
                                   -----  -----   -----  -----

  Ending store count                 220    212     220    212
                                   =====  =====   =====  =====
</TABLE>

E-COMMERCE
On May 27, 1999 the Company launched its online store, Payless.com (sm). The
store's Internet address is http://www.payless.com. The online store offers
customers another way to take advantage of the value, quality, and selection
offered through the Company's Payless ShoeSource stores, with the added
convenience of online shopping. In late September, Payless announced an
E-Commerce agreement with America Online, Inc. to sell footwear through AOL's
new Shop@AOL marketplace, making Payless.com (sm) an anchor tenant for this
online shopping destination.

SHOPKO

Effective July 23, 1999, the Company entered into an agreement with ShopKo
Stores, Inc. ("ShopKo") under which Payless will operate the shoe departments in
the ShopKo stores. In early October the Company opened its first Payless
ShoeSource shoe departments in ShopKo stores. The Company is now operating in 9
ShopKo stores and intends to be open in 13 ShopKo stores by the end of the year.
Payless expects to be operating in all ShopKo stores by the fall of 2000. There
are currently 160 ShopKo locations. These shoe departments will offer the same
footwear and accessories available in Payless ShoeSource stores. The Company
estimates that these Payless ShoeSource shoe departments will produce
approximately 50% of the revenue of a typical Payless ShoeSource store.

PARADE OF SHOES UPDATE

In light of the performance of Parade of Shoes during the first nine months of
1999, the Company now plans to add approximately ten new Parade of Shoes stores
by the end of the fiscal year and anticipates adding another 50 stores in fiscal
year 2000.

                                        9

<PAGE>   10



YEAR 2000 READINESS DISCLOSURE

Many existing computer programs were designed and developed without regard for
the implications of Year 2000 and beyond. If not corrected, these computer
applications could fail or create erroneous results before or at the Year 2000.
For the Company, this could disrupt product purchasing and distribution, store
operations, finance and other support areas, and affect the Company's ability to
timely deliver product to stores, thereby causing potential lost sales
opportunities and additional expenses.

THE COMPANY'S STATE OF READINESS. The Company created a Year 2000 Steering
Committee comprised of various senior management members and a Year 2000 Project
Management Office. This group is responsible for planning and monitoring the
Company's overall Year 2000 program and for reporting on a regular basis to the
Company's Board of Directors.

The Company's Year 2000 program encompasses both information systems and
non-information technology within the Company as well as investigation of the
readiness of the Company's significant business partners. The Company engaged an
international consulting firm to evaluate and assist in the monitoring of its
Year 2000 program. The outside consulting firm provided periodic updates on the
Company's progress to the Company's Board of Directors.

INTERNALLY ENGINEERED SYSTEMS. With assistance from another international
consulting firm, the Company has modified its internally engineered computer
systems to enable continued processing of data into and beyond the Year 2000.
This phase of the Company's Year 2000 program has been completed. The consulting
firm has completed its work and the Company completed its remediation and
testing of its internally engineered computer systems using internal resources.

PURCHASED SYSTEMS. The Company inventoried the types of purchased hardware and
software systems used within the enterprise and has obtained, where feasible,
contractual warranties from system vendors that their products are or will be
Year 2000 compliant. This phase of the Company's Year 2000 program is complete.
The Company requires Year 2000 contractual warranties from all vendors of new
software and hardware. In addition, the Company has tested all significant newly
purchased computer hardware and software systems in an effort to ensure their
Year 2000 compliance.

BUSINESS PARTNERS. The Company has communicated with most of its suppliers,
banks and other business partners or vendors seeking assurances that they will
be Year 2000 compliant. Although no method exists for achieving certainty that
any business' significant partners will function without disruption in the Year
2000, the Company's goal is to obtain as much detailed information as possible
about its significant partners' Year 2000 plans and to identify those companies
which appear to pose a significant risk of failure to perform their obligations
to the Company as a result of the Year 2000.

                                       10


<PAGE>   11


The Company has compiled detailed information regarding all of its significant
business partners. The Company has, where appropriate, reviewed such significant
partners throughout 1999 to confirm their level of preparedness for the Year
2000 and has made adjustments where necessary to avoid utilization of those
partners who present an unacceptable level of risk.

The Company currently is not dependent on any single source for any products or
services. In the event a significant supplier, bank or other business partner or
vendor is unable to provide products or services to the Company due to a Year
2000 failure, the Company believes it has adequate alternate sources for such
products or services. There can be no guarantee, however, that similar or
identical products or services would be available on the same terms and
conditions or that the Company would not experience some adverse effects as a
result of switching to such alternate sources.

EMBEDDED SYSTEMS. The Company has inventoried non-computing electronic equipment
(non-information technology) throughout the enterprise to determine whether it
is date sensitive. Where appropriate, the Company has sought and received
contractual protections or made contingency plans in an effort to minimize any
adverse effect on any such equipment due to the Year 2000. The Company has fully
tested critical non-computer equipment.

COSTS TO ADDRESS THE YEAR 2000. Spending for modifications is being expensed as
incurred and is not expected to have a material impact on the Company's results
of operations or cash flows.

The cost of the Company's Year 2000 program is being funded with cash flows from
operations. The Company's total Year 2000 expenditures (including external and
internal expenditures) are estimated to be in the range of $8-10 million. While
the foregoing estimate does include internal costs, the Company does not
separately track all of the internal costs incurred by it for the Year 2000
program. Such costs are principally the related payroll costs for the Company's
Year 2000 Program Management Office and other internal resources who are also
contributing their efforts to the Year 2000 program. The largest single Year
2000 expenditure to date has been consulting fees incurred in the context of the
remediation of the Company's internally engineered computer systems as discussed
above.

To date, the Company has expended nearly all of its planned Year 2000
expenditures, although this cannot necessarily be taken as an indication of the
Company's degree of completion of its Year 2000 program.

RISK ANALYSIS. Like most large business enterprises, the Company is dependent
upon its own internal computer technology and relies upon timely performance by
its business partners. As noted above, a large-scale Year 2000 failure could
impair the Company's ability to timely deliver product to stores, resulting in
potential lost sales opportunities and additional expenses. Neither the precise
magnitude of such lost sales opportunities and additional expenses nor the exact
costs of carrying out contingency plans has been ascertained by the Company.

                                       11



<PAGE>   12

The Company's Year 2000 program has identified and seeks to minimize this risk
and included testing of internally engineered systems and purchased hardware and
software, to ensure, to the extent feasible, all such systems will function
before and after the Year 2000. The Company is continually refining its
understanding of the risk the Year 2000 poses to its significant business
partners based upon information obtained through its surveys and interviews.
That refinement will continue throughout 1999.

CONTINGENCY PLANS. The Company's Year 2000 program also includes a contingency
plan which attempts to minimize any disruption to the Company's operations in
the event of a Year 2000 failure.

The Company's plans are designed to handle a variety of failure scenarios,
including failures of its internal systems, as well as failures of significant
business partners. The level of planning required was a function of the risks
ascertained through the Company's investigative efforts. The Company's
contingency planning has been completed.

While no assurances can be given, because of the Company's extensive efforts to
formulate and carry-out an effective Year 2000 program, the Company believes its
program should effectively minimize disruption to the Company's operations due
to the Year 2000.

FORWARD-LOOKING STATEMENTS
This report contains, and from time to time, the Company may publish,
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, e-commerce initiatives, technological
developments, new products, future store openings, possible strategic
alternatives and similar matters. Also, statements including the words
"expects," "anticipates," "intends," "plans," "believes," "seeks," or variations
of such words and similar expressions are forwarding-looking statements.

The Company notes that a variety of factors could cause its actual results and
experience to differ materially from the anticipated results or other
expectations expressed in its forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development and
results of the Company's business include, but are not limited to, the
following: changes in consumer spending patterns; changes in consumer
preferences and overall economic conditions; the impact of competition and
pricing; changes in weather patterns; successful implementations of new
technologies; Year 2000 matters as discussed herein; the financial condition of
the suppliers and manufacturers from whom the Company sources its merchandise;
changes in existing or potential duties, tariffs or quotas; changes in
relationships between the United States and foreign countries, economic and
political instability in foreign countries or restrictive actions by the
governments of foreign countries in which suppliers and manufacturers from whom
the Company sources are located; changes in trade and foreign tax laws;
fluctuations in currency exchange rates; availability of suitable store
locations on acceptable terms; the ability to achieve expected advantages of
operating shoe departments in specialty discount stores, the ability to hire,
train and retain associates; and general economic, business and social
conditions.

                                       12

<PAGE>   13


All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. The Company does not undertake any
obligation to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.




















































                                       13

<PAGE>   14






PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There are no material pending legal proceedings, to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.
The Company and its subsidiaries are parties to ordinary private litigation
incidental to their business.



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     Number           Description
     -------          ------------

     10.1             Consulting Agreement between the Company and Richard A.
                      Jolosky*

     11.1             Computation of Net Earnings Per Share*

     27               Financial Data Schedule*




* Filed herewith


 (b)  Reports on Form 8-K

      NONE




                                       14

<PAGE>   15




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                PAYLESS SHOESOURCE, INC.

Date: 12/8/99                                    /s/ Steven J. Douglass
      -------                                   ------------------------------
                                                    Steven J. Douglass
                                                        Chairman and
                                                   Chief Executive Officer



Date: 12/8/99                                    /s/ Ullrich E. Porzig
      -------                                   ------------------------------
                                                   Ullrich E. Porzig
                                                Senior Vice President and
                                                 Chief Financial Officer

















                                       15

<PAGE>   16


                                  Exhibit Index




     Number           Description
     ------           -----------

     10.1             Consulting Agreement between the Company and Richard A.
                      Jolosky

     11.1             Computation of Net Earnings Per Share

     27               Financial Data Schedule