Exhibit 3.21

                            ARTICLES OF INCORPORATION

                                       OF

                        PAYLESS PURCHASING SERVICES, INC.

                  The undersigned, a natural person, for the purpose of
incorporating or organizing a corporation for conducting the business and
promoting the purposes hereinafter stated, under the provisions and subject to
the requirements of the Kansas General Corporation Code, as amended and
supplemented, does hereby adopt the following Articles of Incorporation.

                  FIRST: The name of the corporation (hereinafter called the
"corporation") is Payless Purchasing Services, Inc.

                  SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Kansas is
c/o Corporation Service Company, 200 S. W. 30th Street, City of Topeka, Kansas
66611, County of Shawnee; and the name of the resident agent of the corporation
in the State of Kansas at such address is Corporation Service Company.

                  THIRD: The nature of the business and of the purposes to be
conducted and promoted by the corporation to engage in any lawful act or
activity for which corporation may be incorporated or organized under the Kansas
General Corporation Code.

                  FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 1000. The par value of each of such
shares is 0.01 dollars. All such shares are of one class and are shares of
Common Stock.

                  FIFTH: The name and the mailing address of the incorporator
are as follows:

                  NAME                      MAILING ADDRESS
                  ----                      ---------------

                  Kimberly S. Lanterman     3231 SE Sixth Avenue
                                            Topeka, Kansas 66607

                  SIXTH: The corporation is to have perpetual existence.


                  SEVENTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them or between this
corporation and its stockholders or any class of them, any court of competent
jurisdiction within the state of Kansas, on the application in a summary way of
this corporation or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for this corporation under the provisions
of K.S.A. 17-6901 or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
K.S.A. 17-6808, may order a meeting of the creditors or class of creditors, or
of the stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, or of the stockholders or class of stockholders of this corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement and said reorganization, if sanctioned by the court to which said
application has been made, shall be binding on all the creditors or class of
creditors, or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

                  EIGHTH: For the management of the business and for the
conduct of the affairs of the corporation, and in further definition,
limitation, and regulation of the powers of the corporation and of its directors
and of its stockholders or any class thereof, as the case may be, it is further
provided:

                  1.       The management of the business and the conduct of the
         affairs of the corporation shall be vested in its Board of Directors.
         The number of directors which shall constitute the whole Board of
         Directors shall be fixed by, or in the manner provided in, the Bylaws.
         The phrase "whole Board" and the phrase "total number of directors"
         shall be deemed to have the same meaning, to wit, the total number of
         directors which the corporation would have if there were no vacancies.
         No election of directors need be by written ballot.

                  2.       Whenever the corporation shall be authorized to issue
         only one class of stock, each outstanding share shall entitle the
         holder thereof to notice of, and the right to vote at, any meeting of
         stockholders. Whenever the corporation shall be authorized to issue
         more than one class of stock, no outstanding share of any class of
         stock which is denied voting power under the provisions of the Articles
         of Incorporation shall entitle the holder thereof to the right to vote
         at any meeting of stockholders except as the provisions of subsection
         (b), paragraph (2) of Section 17-6602 of the Kansas General Corporation
         Code shall otherwise require; provided, that no share of any such class
         which is otherwise denied voting power shall entitle the holder thereof
         to vote upon the increase or decrease in the number of authorized
         shares of said class.

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                  3.       The original Bylaws shall be adopted by the
         incorporator. Thereafter, the power to adopt, amend, or repeal Bylaws
         is conferred upon the Board of Directors.

                  NINTH: The personal liability of the directors of the
corporation is eliminated to the fullest extent permitted by paragraph (8) of
subsection (b) of Section 17-6002 of the Kansas General Corporation Code, as the
same may be amended and supplemented.

                  TENTH: The corporation shall, to the fullest extent permitted
by Section 17-6305 of the Kansas General Corporation Code, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceases to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

                  ELEVENTH: From time to time any of the provisions of these
Articles of Incorporation may be amended, altered, or repealed, and other
provisions authorized by the Kansas General Corporation Code at the time in
force may be added or inserted in the manner and at the time prescribed by said
Kansas General Corporation Code, and all rights at any time conferred upon the
stockholders of the corporation by these Articles of Incorporation are granted
subject to the provisions of this Article ELEVENTH.

Executed on December ____, 2001

                                                ________________________________
                                                Incorporator

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