8-K

                                  UNITED STATES
                       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

                                November 4, 2004
                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
  (Commission File Number)                     (IRS Employer Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 7.01 Regulation FD Disclosure

      On November 4, 2004, Payless ShoeSource, Inc., a Delaware corporation,
issued a press release announcing its sales for the fiscal month of October,
which ended October 30, 2004. The full text of the press release and the
transcript of the monthly sales message are attached hereto as Exhibits 99.1 and
99.2 respectively, and incorporated by reference herein

Exhibits:

  99.1 Press Release, dated November 4,  2004.
  99.2 Transcript of October monthly sales message



                                   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: November 4, 2004                           By: /s/ Ullirch E. Porzig
                                                     ---------------------------
                                                     Ullrich E. Porzig
                                                     Senior Vice President,
                                                     Chief Financial Officer and
                                                     Treasurer



                                  EXHIBIT INDEX

       Exhibit No.         Exhibit
       -----------         -------

          99.1             Press Release, dated November 4, 2004.
          99.2             Transcript of October monthly sales message

EX-99.1

                                                                    Exhibit 99.1

         Payless ShoeSource Reports October Same-Store Sales Results

    TOPEKA, Kan., Nov. 4 /PRNewswire-FirstCall/ -- Payless ShoeSource, Inc.
(NYSE: PSS) today reported that same-store sales increased 6.1 percent during
the October reporting period, the four weeks ended October 30, 2004.
    Company sales totaled $219.1 million, a 5.6 percent increase from $207.5
million during fiscal October of last year.
    Total sales for the first nine months of fiscal 2004 were $2.14 billion,
compared with $2.14 billion during the similar period in fiscal 2003. Same-store
sales decreased 0.4 percent during the first nine months of the fiscal year.

    Sales were as follows (unaudited):

                       OCTOBER SALES (DOLLARS IN MILLIONS)
             Fiscal      Fiscal      Percent      Same-Store Sales**
             2004*       2003        Increase/    Percent
                                     (Decrease) Increase/(Decrease)

             $219.1      $207.5      5.6%         6.1%

                     3RD QUARTER SALES (DOLLARS IN MILLIONS)
             Fiscal      Fiscal      Percent      Same-Store Sales**
             2004*       2003        Increase/    Percent
                                     (Decrease) Increase/(Decrease)

             $687.5      $709.7      (3.1)%       (3.1)%

                     YEAR-TO-DATE SALES (DOLLARS IN BILLIONS)
             Fiscal      Fiscal      Percent      Same-Store Sales**
             2004*       2003        Increase/    Percent
                                     (Decrease) Increase/(Decrease)

             $2.14       $2.14       (0.1)%       (0.4)%

     *  Effective with the end of 2003, the fiscal year for operations in the
        company's Latin American region is based on a December 31 year-end.
        Stores in the company's Latin American region (211 stores) are included
        in total company results on a one-month lag relative to results from
        other regions.

     ** Same-store sales represent sales of those stores in the United States,
        Canada, Puerto Rico, Guam and Saipan that were open during both periods.
        Same-store sales exclude stores in the company's Latin American region.
        In addition, beginning in October, all Parade stores and the North
        American Payless ShoeSource stores that are part of the company's
        previously announced strategic initiatives will be excluded from
        same-store sales results. Revenues from these stores are included in the
        company's total sales until the stores close.

    Progress on Strategic Initiatives
    In August the company announced a series of strategic initiatives as part of
a plan designed to sharpen the company's focus on its core business strategy,
reduce expenses, accelerate decision-making, increase profitability, improve
operating margin, and build value for shareowners over the long-term. As part of
this plan, in October the company began to liquidate the inventory in
approximately 190 Payless ShoeSource stores, and in all Parade stores. In
addition, the company closed 34 stores as part of its strategic initiatives in
October.

    Chairman's comments
    "Payless ShoeSource is committed to serving the interests of our shareowners
by building long-term shareowner value through consistent execution of our core
business strategy: to be the Merchandise Authority in value-priced footwear and
accessories through merchandise that is Right, Distinctive and Targeted for our
customers," said Steven Douglass, Chairman and Chief Executive Officer of
Payless ShoeSource, Inc. "We also intend to complete all of our strategic
initiatives by fiscal year-end 2004, and to end the year with our inventory
assortment appropriately positioned for Spring 2005."
    "To improve the near-term execution of our strategy, we have adjusted
certain key tactics, including:
     -- refocusing and intensifying our messaging, increasing the frequency of
        communication with customers through print and broadcast media; as a
        result, advertising expenses for the second half of 2004 are expected to
        be similar to the second half 2003 level;
     -- simplifying our process for planning and execution of merchandise
        assortments;
     -- and adjusting our store-level execution to combine customer service,
        through use of our Key Service Behaviors, with the tasks necessary to
        run a best-of-kind retail store."

    The company intends to report third quarter results on Friday, November 12.

    Payless ShoeSource, Inc. is the largest specialty family footwear retailer
in the Western Hemisphere. As of the end of October 2004, the Company operated a
total of 5,022 stores offering quality family footwear and accessories at
affordable prices. In addition, customers can buy shoes over the Internet
through Payless.com(R), at http://www.payless.com .

    This release contains forward-looking statements relating to anticipated
financial performance, strategic alternatives, and the impacts of such
alternatives on anticipated financial performance. A variety of known and
unknown risks and uncertainties and other factors could cause actual results to
differ materially from the anticipated results or expectations. Please refer to
the company's Annual Report on Form 10-K for the fiscal year ended January 31,
2004, and the Form 10-Q for the quarter ending July 31, 2004, for more
information on risk factors that could cause actual results to differ. 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.

    For additional information regarding October 2004 sales performance, please
call the Payless ShoeSource Investor Relations phone line at 1-800-626- 3204.
Select submenu 1, option 2. Or, visit our Investor Relations website at
http://www.paylessinfo.com .

SOURCE  Payless ShoeSource, Inc.
    -0-                             11/04/2004
    /CONTACT:  Timothy J. Reid of Payless ShoeSource, Inc., +1-785-295-6695/
    /Company News On-Call:  http://www.prnewswire.com/comp/136152.html /
    /Web site:  http://www.paylessinfo.com /
    (PSS)

CO:  Payless ShoeSource, Inc.
ST:  Kansas
IN:  REA FAS
SU:  SLS

EX-99.2

                                                                    Exhibit 99.2

Script for October Sales Comments -- Thursday, November 4th, 2004

The following are comments expanding on same-store sales results for Payless
ShoeSource, Inc. during the October reporting period for fiscal year 2004, the
four weeks ended October 30th, 2004.

Payless ShoeSource reported that corporate same-store sales increased 6.1
percent during October 2004 versus the same four weeks of October 2003.

Total company sales in October 2004 were $219.1 million dollars, a 5.6% increase
from total sales of $207.5 million in October 2003.

Our strongest categories included women's casual shoes and women's boots, girl's
and boy's dress and casual shoes, and men's and women's athletic shoes.
Accessories also performed well.

By region, our business was strongest in the West, followed by the Northeast,
Northcentral, and the South.

In August the company announced a series of strategic initiatives as part of a
plan designed to sharpen the company's focus on its core business strategy,
reduce expenses, accelerate decision-making, increase profitability, improve
operating margin, and build value for shareowners over the long-term. As part of
this plan, in October the company began to liquidate the inventory in
approximately 190 Payless ShoeSource stores, and in all Parade stores. In
addition, the company closed 34 stores as part of its strategic initiatives in
October.

Payless ShoeSource is committed to serving the interests of our shareowners by
building long-term shareowner value through consistent execution of our core
business strategy: to be the Merchandise Authority in value-priced footwear and
accessories through merchandise that is Right, Distinctive and Targeted for our
customers," said Steven Douglass, Chairman and Chief Executive Officer of
Payless ShoeSource, Inc. "We also intend to complete all of our strategic
initiatives by fiscal year-end 2004, and to end the year with our inventory
assortment appropriately positioned for Spring 2005.

To improve the near-term execution of our strategy, we have adjusted certain key
tactics, including:

o     refocusing and intensifying our messaging, increasing the frequency of
      communication with customers through print and broadcast media; as a
      result, advertising expenses for the second half of 2004 are expected to
      be similar to the second half 2003 level;

o     simplifying our process for planning and execution of merchandise
      assortments;

o     and adjusting our store-level execution to combine customer service,
      through use of our Key Service Behaviors, with the tasks necessary to run
      a best-of-kind retail store.

The company intends to report third quarter results on Friday, November 12.

At the end of October, we were operating 5,022 total stores, including 148
stores in the Central American region, 63 stores in South America and 304 stores
in Canada.

This recording contains forward-looking statements relating to anticipated
financial performance. A variety of known and unknown risks and uncertainties
and other factors could cause actual results to differ materially from the
anticipated results or expectations. Please refer to the company's Annual Report
on Form 10-K for the fiscal year ended January 31, 2004, and the Form 10-Q for
the quarter ending July 31, 2004, for more information on risk factors that
could cause actual results to differ. 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.

Thank you for your interest in Payless.

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