SC TO-I

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   Schedule TO

                      Tender Offer Statement under Section
               14(d)(1) or 13(e)(1) of the Securities Exchange Act
                                     of 1934
                                (Amendment No. 2)


                            Payless ShoeSource, Inc.
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                                (Name of Issuer)

                        Payless ShoeSource, Inc. (Issuer)
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                  (Name of Filing Person (Identifying Status as
                        Offeror, Issuer or Other Person))


                     Common Stock, Par Value $.01 Per Share
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                         (Title of Class of Securities)

                                    704379106
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                      (CUSIP Number of Class of Securities)


                             William J. Rainey, Esq.
                            Payless ShoeSource, Inc.
                  3231 South East Sixth Street, Topeka, Kansas
                                   66607-2207
                            Telephone: (785) 233-5171
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            (Name, Address and Telephone Number of Person Authorized
            to Receive Notices and Communications on Behalf of Filing
                                    Persons)

                                    Copy to:
                             Edward D. Herlihy, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York 10019
                            Telephone: (212) 403-1000
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                            CALCULATION OF FILING FEE

       TRANSACTION VALUATION*                      AMOUNT OF FILING FEE**
            $400,000,010                                   $80,000
                               -------------------

* Calculated solely for the purpose of determining the amount of the filing fee,
based upon the purchase of 7,547,170 shares of common stock, par value $.01 per
share, at the maximum tender offer price of $53.00 per share.

** Previously paid.




|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid:  $80,000
Form or Registration No.:  Amendment No. 1 to Schedule TO
Filing Party:  Payless ShoeSource, Inc.
Date Filed:  March 13, 2000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]




      This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO, dated March 8, 2000, as amended by Amendment No. 1 thereto, dated
March 13, 2000, in each case filed by Payless ShoeSource, Inc.("Payless"), a
Delaware corporation, with the Securities and Exchange Commission relating to
the offer by Payless to purchase 7,547,170 million shares, or such lesser number
of shares as are properly tendered and not properly withdrawn, of its common
stock, par value $.01 per share, including the associated preferred stock
purchase rights issued under the Stockholder Protection Rights Agreement, dated
as of April 20, 1998, as amended, between Payless and UMB Bank, N.A., as Rights
Agent, at prices not greater than $53.00 nor less than $48.00 per share, net to
the seller in cash, without interest, as specified by stockholders tendering
their shares, upon the terms and subject to the conditions set forth in the
offer to purchase, dated March 13, 2000, and in the related letter of
transmittal, which, as amended and supplemented from time to time, together
constitute the tender offer. Unless the context otherwise requires, all
references to shares shall include the associated preferred stock purchase
rights. This Amendment No. 2 to the Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of
1934, as amended. Copies of the offer to purchase and the related letter of
transmittal were previously filed on Amendment No. 1 to the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.

      The information in the offer to purchase and the related letter of
transmittal is incorporated in this Amendment No. 2 to the Schedule TO by
reference to all of the applicable items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.

Item 4.  TERMS OF THE TRANSACTION.

      Item 4 of the Schedule TO is hereby amended and supplemented by adding the
following language:

      The tender offer period has been extended from 5:00 P.M., New York City
time, on April 10, 2000, until 11:59 P.M., New York City time, on April 10,
2000. Accordingly, the tender offer, proration period and withdrawal rights will
expire at 11:59 P.M., New York City time, on April 10, 2000, unless Payless
extends the tender offer further.

Item 11.  ADDITIONAL INFORMATION.

      Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following language:

      On April 10, 2000, Payless issued a press release announcing the extension
of the tender offer as described above under Item 4 of the Schedule TO, a copy
of which is filed as Exhibit (a)(5)(D) to this Amendment No. 2 to the Schedule
TO and is incorporated herein by reference.




Item 12.  EXHIBITS.

(a)(1)(A)   Offer to Purchase, dated March 13, 2000**

(a)(1)(B)   Letter of Transmittal**

(a)(1)(C)   Notice of Guaranteed Delivery**

(a)(1)(D)   Letter to brokers, dealers, commercial banks, trust companies and
            other nominees, dated March 13, 2000**

(a)(1)(E)   Letter to clients for use by brokers, dealers, commercial banks,
            trust companies and other nominees**

(a)(1)(F)   Guidelines for Certification of Taxpayer Identification Number on
            Substitute Form W-9**

(a)(1)(G)   Summary Advertisement, dated March 13, 2000**

(a)(1)(H)   Letter to Participants in the Payless ShoeSource, Inc. Profit
            Sharing Plan and the Payless ShoeSource, Inc. Profit Sharing Plan
            for Puerto Rico Associates, dated March 13, 2000**

(a)(1)(I)   Letter to Participants in the Payless ShoeSource, Inc. Stock
            Ownership Plan, dated March 13, 2000**

(a)(2)-(4)  Not applicable

(a)(5)(A)   Press Release, dated March 8, 2000*

(a)(5)(B)   Press Release, dated March 13, 2000**

(a)(5)(C)   Letter to shareowners from the Chairman of the Board of Directors of
            Payless ShoeSource Inc., dated March 13, 2000**

(a)(5)(D)   Press Release, dated April 10, 2000

(b)         Goldman Sachs Credit Partners L.P. $600,000,000 Term and
            Revolving Senior Facilities Commitment Letter, dated March 10,
            2000**

(d)         Not applicable

(e)         Not applicable

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*  Previously filed on Schedule TO
** Previously filed on Amendment No. 1 to Schedule TO




                                    SIGNATURE

            After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




                                    PAYLESS SHOESOURCE, INC.


                                    By:   /s/ Ullrich E. Porzig
                                       -------------------------
                                       Name:  Ullrich E. Porzig
                                       Title: Senior Vice President - Chief
                                              Financial Officer and Treasurer

Dated:  April 10, 2000

EX-99

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


PAYLESS SHOESOURCE, INC. ANNOUNCES EXTENSION OF TENDER OFFER
PERIOD TO 11:59 P.M. NEW YORK CITY TIME ON APRIL 10, 2000

TOPEKA, Kan., April 10, 2000 -- Payless ShoeSource, Inc. (NYSE: PSS) today
announced that it is extending the tender offer period for its self tender offer
from 5:00 P.M., New York City time, on April 10, 2000, until 11:59 P.M., New
York City time, on April 10, 2000. Accordingly, the tender offer, proration
period and withdrawal rights will expire at 11:59 P.M., New York City time, on
April 10, 2000, unless Payless extends the tender offer further. Payless
commenced the tender offer on March 13, 2000, when it offered to purchase up to
7,547,170 shares of its common stock at a price between $48.00 and $53.00 per
share net to the seller in cash, without interest.

This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of the company's common
stock. The solicitation of offers to buy the company's common stock is only
being made pursuant to the tender offer documents, including the offer to
purchase and the related letter of transmittal, which were previously filed with
the Securities and Exchange Commission. Shareowners should read those materials
carefully prior to making any decisions with respect to the tender offer because
they contain important information, including the various terms and conditions
of the offer. Copies of the offer to purchase, the related letter of transmittal
and other tender offer documents can be obtained for free by calling the
Information Agent, D.F. King & Co., Inc. at 800-848-3416. Shareowners also can
obtain the offer to purchase and related materials for free at the SEC's website
at www.sec.gov.

Payless ShoeSource, Inc. is North America's largest family footwear retailer.
The company operates 4,471 Payless ShoeSource stores offering quality family
footwear at affordable prices. In addition, customers can buy shoes over the
Internet through Payless.com(SM), at www.payless.com. Payless also operates 221
Parade stores featuring fashionable mid-priced women's footwear.