SEC FORM 3/A

SEC Form 3

FORM 3

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
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

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 Beneficially 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 Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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.

Remarks:

	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).
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