Exhibit 31.2
**CERTIFICATION**
I, Ullrich E. Porzig, certify that:
 1.  I have reviewed this Form 10-Q/A of Payless ShoeSource, Inc., a Delawarecorporation;  2.  Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;  3.  Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;  4.  The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 (a)  Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period inwhich this report is being prepared;  (b)  Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting withthe preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;  (c)  Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and  (d)  Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and
 5.  The registrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):
 (a)  All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process,summarize and report financial information; and  (b)  Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant‘s internal control overfinancial reporting.
Date: June 7, 2005                                                              /s/  Ullrich E. Porzig   Ullrich E. Porzig   Senior Vice President,