SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                

                            FORM 8-K


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

                        January 29, 1999
        Date of Report (Date of earliest event reported)
                                
                                
                    PAYLESS SHOESOURCE, INC.
     (Exact Name of Registrant as Specified in its Charter)
                                

                            DELAWARE
         (State or Other Jurisdiction of Incorporation)

        1-14770                                 43-1813160
  (Formerly File Numbers             (IRS Employer Identification No.)
  1-111633 and 333-50577)           
  (Commission File Number)      


                  3231 Southeast Sixth Street
                   Topeka, Kansas 66607-2207
       (Address of Principal Executive Office) (Zip Code)


                         (785) 233-5171
     (Registrant's Telephone Number, Including Area Code) 






















Item 5. Other Events.

     On January 29, 1999, Payless ShoeSource, Inc., a Delaware
corporation (the "Company"), announced that Ken C. Hicks has been
named President of the Company and elected to the Company's Board
of Directors.  Richard A. Jolosky, the Company's previous
President, was appointed Vice-Chairman and continues as a member of
the Company's Board of Directors.  A copy of the Company's press
release, dated January 29, 1999 is attached hereto as Exhibit
99.1 and is incorporated herein by reference. 

Item 7. Financial Statements, Pro Forma Financial Information and
        Exhibits. 

(c) Exhibits. 
     99.1 Press Release, dated January 29, 1999. 


                          SIGNATURES 
                                
     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.


                                   PAYLESS SHOESOURCE, INC. 

Date: January 29, 1999          By: /s/ Ullrich E. Porzig 
     -----------------             ---------------------------------------
                                     Ullrich E. Porzig
                                     Senior Vice President, 
                                     Chief Financial Officer and Treasurer




























                               EXHIBIT INDEX

       Exhibit No.         Exhibit
       -----------         -------
          99.1             Press Release, dated January 29, 1999. 






















































PRESS RELEASE, DATED JANUARY 29, 1999             EXHIBIT 99.1

For Immediate Release          Contact:  Timothy J. Reid  (785) 295-6695

Ken C. Hicks named President and Director of Payless ShoeSource

Topeka, Kan., Jan. 29, 1999 - Payless ShoeSource, Inc.  announced
today that it has named Ken C. Hicks President and elected him to
the company's Board of Directors.  He will report to Steven J.
Douglass, Chairman and Chief Executive Officer of Payless.

Mr. Hicks most recently served as Executive Vice President of
Home Shopping Network, the Florida based, electronic retailer. 
Prior to joining Home Shopping Network, Mr. Hicks had worked for
eleven years at The May Department Stores Company.  In his last
position with The May Department Stores Company, he served as
Senior Vice President-General Merchandise Manager, Foley's
Department Stores, Houston, Texas.

In making the announcement, Steven J. Douglass said, "we are very
pleased to have an executive with Ken's merchandising and
strategy development background join Payless ShoeSource.  Ken
will have responsibility for the Merchandising, Marketing and
Sourcing direction of our company.  He joins me in a key
leadership role in directing our core business, the Payless
ShoeSource chain, as well as assessing new opportunities for our
corporation."

Mr. Hicks joined The May Department Stores Company in 1987 and
served initially as Senior Vice President Strategic Planning and
later, as Senior Vice President-General Merchandise Manager for
May Merchandising Corporation.  Prior to that he was a Senior
Engagement Manager with McKinsey and Company, Inc., for six
years.
                                   
Mr. Hicks received a B. S. degree from the United States Military
Academy in 1974 and an MBA from the Harvard Business School in
1982.  He is married to the former Lucile Boland of Houston,
Texas.

Payless ShoeSource also announced that the company's current
President, Richard A. Jolosky, has been appointed Vice-Chairman. 
Mr. Jolosky continues as a member of the company's Board of
Directors.  Mr. Jolosky will focus his attention on product
development and Parade of Shoes.

Payless ShoeSource, Inc., is North America's largest family
footwear retailer.  The company operates 4,361 Payless ShoeSource
stores offering quality family footwear at affordable prices. 
Payless also operates 214 Parade of Shoes stores featuring
fashionable women's footwear.