BYLAWS



                                       OF



                       PAYLESS SHOESOURCE GOLD VALUE, INC.



                             (a Kansas corporation)



                                    ARTICLE I



                                  STOCKHOLDERS



                  1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in

the corporation shall be entitled to have a certificate signed by or in the name

of the corporation by the Chairperson or Vice-Chairperson of the Board of

Directors, if any, or by the President or a Vice President and by the Treasurer

or an Assistant Treasurer or the Secretary or an Assistant Secretary of the

corporation, certifying the number of shares owned by the stockholder in the

corporation. Any or all the signatures on the certificate may be a facsimile. In

the event any officer, transfer agent, or registrar who has signed or whose

facsimile signature has been placed upon a certificate has ceased to be such

officer, transfer agent, or registrar before such certificate is issued, it may

be issued by the corporation with the same effect as if the person were such

officer, transfer agent, or registrar at the date of issue.



                  Whenever the corporation shall be authorized to issue more

than one class of stock or more than one series of any class of stock, and

whenever the corporation shall issue any shares of its stock as partly paid

stock, the certificates representing shares of any such class or series or of

any such partly paid stock shall set forth thereon the statements prescribed by

the Kansas General Corporation Code. Any restrictions on the transfer or

registration of transfer of any shares of stock of any class or series shall be

noted conspicuously on the certificate representing such shares.



                  The corporation may issue a new certificate of stock in place

of any certificate theretofore issued by it, alleged to have been lost, stolen,

or destroyed, and the corporation may require the owner of any lost, stolen, or

destroyed certificate, or his legal representative, to give the corporation a

bond sufficient to indemnify the corporation against any claim that may be made

against it on account of the alleged loss, theft, or destruction of any such

certificate or the issuance of any such new certificate.



                  2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall

not be required to, issue fractions of a share. If the corporation does not

issue fractions of a share, it shall (1) arrange for the disposition of

fractional interests by those







entitled thereto, (2) pay in cash the fair value of fractions of a share as of

the time when those entitled to receive such fractions are determined, or (3)

issue scrip or warrants in registered or bearer form which shall entitle the

holder to receive a certificate for a full share upon the surrender of such

scrip or warrants aggregating a full share. A certificate for a fractional share

shall entitle the holder to exercise voting rights, to receive dividends thereon

and to participate in any of the assets of the corporation in the event of

liquidation, but scrip or warrants shall not so entitle the holder thereof,

unless otherwise provided therein. The Board of Directors may cause scrip or

warrants to be issued subject to the conditions that they shall become void if

not exchanged for certificates representing full shares before a specified date,

or subject to the conditions that the shares for which scrip or warrants are

exchangeable may be sold by the corporation and the proceeds thereof distributed

to the holders of scrip or warrants, or subject to any other conditions which

the Board of Directors may impose.



                  3. STOCK TRANSFERS. Upon compliance with provisions

restricting the transfer or registration of transfer of shares of stock, if any,

transfers or registration of transfers of shares of stock of the corporation

shall be made only on the stock ledger of the corporation by the registered

holder thereof, or by his attorney thereunto authorized by power of attorney

duly executed and filed with the Secretary of the corporation or with a transfer

agent or a registrar, if any, and on surrender of the certificate or

certificates for such shares of stock properly endorsed and the payment of all

taxes due thereon.



                  4. RECORD DATE FOR STOCKHOLDERS. In order that the corporation

may determine the stockholders entitled to notice of or to vote at any meeting

of stockholders or any adjournment thereof, the Board of Directors may fix a

record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors, and

which record date shall not be more than sixty days nor less than ten days

before the date of such meeting. If no record date is fixed by the Board of

Directors, the record date for determining stockholders entitled to notice of or

to vote at a meeting of stockholders shall be at the close of business on the

day next preceding the day on which notice is given, or, if notice is waived, at

the close of business on the day next preceding the day on which the meeting is

held. A determination of stockholders of record entitled to notice of or to vote

at any meeting of stockholders shall apply to any adjournment of the meeting

except that the Board of Directors may fix a new record date for the adjourned

meeting.



                  5. In order that the corporation may determine the

stockholders entitled to consent to corporate action in writing without a

meeting, the Board of Directors may fix a record date which record date shall

not precede the date upon which the resolution fixing the record date is adopted

by the Board of Directors, and which date shall not be more than ten days after

the date upon which the resolution fixing the record date is adopted by the

Board of Directors. If no record date has been fixed by the Board of Directors,

the record date for determining stockholders entitled to consent to corporate



                                       -2-







action in writing without a meeting, when no prior action by the Board of

Directors is required by this act, shall be the first date on which a signed

written consent setting forth the action taken or proposed to be taken is

delivered to the corporation by delivery to its registered office in this state,

its principal place of business, or an officer or agent of the corporation

having custody of the book in which proceedings of meetings of stockholders are

recorded. Delivery made to a corporation's registered office shall be by hand or

by certified or registered mail, return receipt requested. If no record date has

been fixed by the Board of Directors and prior action by the Board of Directors

is required by this act, the record date for determining stockholders entitled

to consent to corporate action in writing without a meeting shall be at the

close of business on the day on which the Board of Directors adopts the

resolution taking such prior action.



                  6. In order that the corporation may determine the other

distribution or allotment of any rights or the stockholders entitled to exercise

any rights in respect of any change, conversion or exchange of stock, or for the

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