Exhibit
  3.1


AMENDED AND RESTATED ARTICLES
OF INCORPORATION

OF

DUCKWALL-ALCO
STORES, INC.

The
undersigned,  president and secretary of Duckwall-ALCO  Stores,  Inc.  (originally  named
The A.L.  Duckwall  Five and Ten Cent Store  Company),  file these  Amended and  Restated
 Articles  of  Incorporation, amending and  restating  the  original  Articles of
 Incorporation,  as amended,  originally  filed with the Kansas Secretary of State on
June 2, 1915.  Said  Amended and  Restated  Articles of  Incorporation  were  proposed by
the directors and duly adopted by the  stockholders  of the  corporation  in  accordance
 with Kan. Sat. Ann. ss. 17-6605 (1988).

FIRST.
The name of the corporation is:

DUCKWALL-ALCO
STORES, INC.

SECOND.
The address of its registered office in the State of Kansas is 401 Cottage Street, in the
City of Abilene, County of Dickinson. The name of its registered agent at such address is
Charles E. Bogan.

THIRD.
 The nature of the  business or purposes to be  conducted  or promoted by the
 corporation is:

(a)
To operate on a retail basis both discount variety stores and discount department stores,
both within and without the State of Kansas, and to operate and conduct all activities
which the corporation deems appropriate in support of, or otherwise ancillary to, the
operation of such stores, including, without limitation, the buying, selling, exchanging
or otherwise dealing generally in any and all classes of goods, wares and merchandise
which the company deems to be of a type appropriate to be marketed through its stores;
and/or

(b)
To engage in any lawful act or activity for which corporations may be organized under the
Kansas General Corporation Code.

In
addition to the powers and privileges conferred upon the corporation by law and those
incidental thereto, the corporation shall possess and may exercise all the powers and
privileges which are necessary or convenient to the conduct, promotion or attainment of
the business or purposes of the corporation.

FOURTH.
The total number of shares of Stock which the corporation shall have authority to issue
is Twenty Million (20,000,000) shares of Common Stock, par value one hundredth of one
cent (.0001) per share.

The
corporation is prohibited from issuing any nonvoting stock.

All
shares of stock of the corporation shall be nonassessable.

No
holder of any shares of stock of the corporation shall be entitled as such, as a matter
of right, to purchase or subscribe for any shares of stock of the corporation of any
class, whether now or hereafter authorized and whether issued for cash, property or
services or as a dividend or otherwise, or to purchase or subscribe for any obligations,
shares of stock of the corporation or carrying or evidencing any right to purchase shares
of stock.

FIFTH.
The property, business and affairs of the corporation shall be managed by a board of
directors. The names and mailing addresses of the persons who are to serve as the
directors of the corporation until the next annual meeting of stockholders or until their
successors are elected and qualify are as follows:



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|Name                | Address
|------------------- | -------
|Glen Shank          |        
|                    |        
|Kenneth Koger       |        
|                    |        
|William Nightengale |        
|                    |        
|Dennis Mullin       |        
|                    |        
|Robert Barcum       |        

SIXTH.
 Elections  of directors  need not be by ballot  unless the bylaws of the  corporation
 so provide.

SEVENTH.
There shall be no cumulative voting with respect to the election of directors.

EIGHTH.
The bylaws of the corporation may from time to time be altered, amended or repealed, or
new bylaws may be adopted, in any of the following ways: (i) by the holders of a majority
of the outstanding shares of stock of the corporation entitled to vote, or (ii) by a
majority of the full board of directors, and any change so made by the stockholders may
thereafter be further changed by a majority of the directors; provided, however, that the
power of the board of directors to alter, amend or repeal bylaws, or to adopt new bylaws,
may be denied as to any bylaws or portion thereof by the stockholders if at the time of
enactment the stockholders shall so expressly provide; and provide further, that in no
event shall the bylaws be altered, amended or repealed in any manner which would be in
derogation of the rights of the stockholders set forth in these articles of incorporation.

NINTH.
The corporation may agree to the terms and conditions upon which any director, officer,
employee or agent accepts his office or position and in its bylaws, by contract or in any
other manner may agree to indemnify and protect any director, officer, employee or agent
of the corporation, or any person who serves at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by the laws of the State of
Kansas; provided, however, that the only limitation upon the power granted to the
corporation by this paragraph shall be a prohibition against indemnification of any
person from or on account of such persons conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct.

Without
limiting the generality of the foregoing provisions of this paragraph EIGHTH, to the
fullest extent permitted or authorized by the laws of the State of Kansas, including,
without limitation, the provisions of subsection (b) (8) of K.S.A. 17-6002 as now in
effect and as it may from time to time hereafter be amended, no director of the
corporation shall be personally liable to the corporation or to its stockholders for
monetary damages for breach of fiduciary duty as a director.

TENTH.
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 and amendments thereto 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 and amendments thereto, may order a meeting of the
creditors or class of creditors, or of the stockholders or class of stockholders of this



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corporation, as the case may be, to
be summoned in such manner as the 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 a
consequence of such compromise or arrangement, the said compromise or arrangement and
said reorganization, if sanctioned by the court to which 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.

ELEVENTH.
Except as may be otherwise provided by statute, the corporation shall be entitled to
treat the registered holder of any shares of the corporation as the owner of such shares
and of all rights derived from such shares for all purposes, and the corporation shall
not be obligated to recognize any equitable or other claim to or interest in such shares
or rights on the part of any other person, including, but without limiting the generality
of the term person, a purchaser, pledgee, assignee or transferee of such shares or
rights, unless and until such person becomes the registered holder of such shares. The
foregoing shall apply whether or not the corporation shall have either actual or
constructive notice of the interest in such person.

TWELFTH.
The books of the corporation may be kept (subject to any provision contained in the
statutes of Kansas) outside the State of Kansas at such place or places as may be
designated from time to time by the board of directors or in the bylaws of the
corporation.

THIRTEENTH.
The corporation reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject to this
reservation.



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IN
WITNESS WHEREOF, this Amended and Restated Articles of Incorporation has been executed on
behalf of the corporation on this 14th day of August, 1991, by its president and attested
by its secretary, and each of them does hereby affirm and acknowledge that this Amended
and Restated Articles of Incorporation is the act and deed of the corporation.

|                                  |   |  | DUCKWALL-ALCO
      STORES, INC
|--------------------------------- | - |  | -------------------------------
|                                  |   |  |                                
|                                  |   |  | By                             
|                                  |   |  |                                
|                                  |   |  |                                
|                                  |   |  |                                
|(CORPORATE
      SEAL)            |   |  |                                
|                                  |   |  |                                
|ATTEST                            |   |  |                                
|                                  |   |  |                                
|/s/ Charles
      E. Bogan        |   |  |                                
|                                  |   |  |                                
|Charles
      E. Bogan, Secretary |   |  |                                
|                                  |   |  |                                
|STATE
      OF KANSAS             | ) |  |                                
|                                  | ) |  |                                
|COUNTY
      OF DICKINSON         | ) |  |                                

BE
  IT REMEMBERED, that on this 14th day of August, 1991, before me, the undersigned,
  a Notary Public in and for the County and State aforesaid, came Glen Shank and
  Charles E. Bogan, President and Secretary, respectively, of Duckwall-ALCO Stores,
  Inc., who are personally known to me to be the same persons who executed, as
  such officers, the foregoing Amended and Restated Articles of Incorporation
  on behalf of such corporation.

|                             |  |  |  | /s/  Sharon
      A. Meadows         
|---------------------------- |  |  |  | -------------------------------------
|                             |  |  |  |                                      
|                             |  |  |  | (Signature
      of notarial officer)
|                             |  |  |  |                                      
|                             |  |  |  | Sharon
      A. Meadows              
|                             |  |  |  |                                      
|                             |  |  |  | Print
      or Type Name             
|                             |  |  |  |                                      
|My commission
      expires: |  |  |  |                                      
|                             |  |  |  |                                      
|3
      -28-92               |  |  |  |                                      
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