FORM 3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Click Betty J. (Last) (First) (Middle) 3231 SOUTH EAST SIXTH AVENUE (Street) TOPEKA KS 66607 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/17/2008	3. Issuer Name and Ticker or Trading Symbol COLLECTIVE BRANDS, INC. [PSS]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/17/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,673 (1) (2)	D
Common Stock	877 (3)	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	(4)	08/14/2012	Common Stock	3,900	$ 16.2433	D
Employee Stock Option	(5)	05/23/2013	Common Stock	867	$ 14.405	D
Employee Stock Option	(6)	05/28/2014	Common Stock	2,333	$ 16.19	D
Employee Stock Option	(7)	05/31/2012	Common Stock	10,500	$ 16.865	D
Employee Stock Option	(8)	04/07/2013	Common Stock	10,000	$ 22.48	D
Employee Stock Option	(9)	04/07/2013	Common Stock	2,100	$ 22.48	D
Stock Appreciation Right	(10)	04/07/2013	Common Stock	1,925	$ 22.48	D
Stock Appreciation Right	(10)	04/07/2013	Common Stock	5,500	$ 22.48	D
Stock Appreciation Right	(11)	11/27/2013	Common Stock	2,500	$ 31.15	D
Stock Appreciation Right	(10)	03/29/2014	Common Stock	3,925	$ 33.115	D
Stock Appreciation Right	(12)	03/29/2014	Common Stock	4,000	$ 33.115	D
Stock Appreciation Right	(13)	09/04/2014	Common Stock	5,080	$ 23.16	D
Stock Appreciation Right	(14)	03/27/2015	Common Stock	5,000	$ 12.45	D
Phantom Stock	(15)	(15)	Common Stock	119	$ (15)	D

Explanation of Responses:

1. Includes approximately 2,260 shares held under the Collective Brands, Inc. Stock Purchase Plan.

2. The Form 3 originally filed included the 877 shares indirectly held in both the direct ownership total and the indirect ownership total.

3. The reporting person holds approximately 877 shares indirectly under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's accounts varies from statement to statement.

4. Grant of an option to buy 7,800 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in four equal installments over a four-year period beginning on the first anniversary of the date of the grant.

5. Grant of an option to buy 2,600 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period beginning on the first anniversary of the date of the grant.

6. Grant of an option to buy 3,500 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period beginning on May 31st of each year following the date of the grant.

7. Grant of an option to buy 10,500 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period beginning on May 31st of each year following the date of the grant.

8. Grant of an option to buy 10,000 share of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest and will vest on May 31, 2009.

9. Grant of an option to buy 2,100 shares of common stock under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period beginning on May 31st of each year following the date of the grant.

10. The stock appreciation right granted under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period on May 31st of each year following the date of the grant. The stock appreciation right is required to be settled in stock.

11. The stock appreciation right granted under the Payless ShoeSource, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest and will vest on November 27, 2009. The stock appreciation right is required to be settled in stock.

12. The stock appreciation right granted under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest and will vest on May 31, 2010. The stock appreciation right is required to be settled in stock.

13. The stock appreciation right granted under the Payless ShoeSource, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option vests in three equal installments over a three-year period on September 4th of each year following the date of the grant. The stock appreciation right is required to be settled in stock.

14. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction exempt under Rule 16b-3. The option has a three-year cliff vest and will vest on March 27, 2011. The stock appreciation right is required to be settled in stock.

15. The phantom stock units were acquired under the Company's Deferred Compensation Plan and will be settled in cash or stock on a one-for-one basis following termination of employment or as elected by the participant in advance and as approved by the Plan's Committee. The actual number of shares varies based on the price of the Company's stock.

	Harold J. Herman II, Attorney-in-Fact	09/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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EX-24

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael J. Massey and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its being in effect until such person actually receives such written revocation. Dated this 14 day of July, 2008. /s/ Betty J. Click _____________________________ State of Kansas ) ) ss. County of Shawnee ) On this 14th day of July, 2008, before me appeared Betty J. Click, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed. In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and date first above written. /s/ Deborah A. Ortega ______________________________ Notary Public My term expires: 12-2-08