Exhibit
  3.2

BYLAWS

OF

DUCKWALL ALCO
STORES, INC.

Offices

1.
Registered Office and Resident Agent. The location of the registered office and the name
of the resident agent of the corporation in the State of Kansas shall be as stated in the
articles of incorporation or as shall be determined from time to time by resolution of
the board of directors and on file in the appropriate public offices of the State of
Kansas pursuant to applicable provisions of law.

2.
Corporate Offices. The corporation may have such other corporate offices and places of
business anywhere within or without the State of Kansas as the board of directors may
from time to time designate or the business of the corporation may require.

Seal

3.
Corporate Seal. The corporate seal shall have inscribed thereon the name of the
corporation and the words Corporate Seal, Kansas. The corporate seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Stockholders
Meetings

4.
Place of Meetings. All meetings of the stockholders shall be held at the offices of the
corporation in the City of Abilene, State of Kansas, or at such other place either within
or without the State of Kansas as shall be designated from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Amended 5/27/86

5.
Annual Meeting. An annual meeting of the stockholders of the corporation shall be held on
the fourth Thursday in May of each year, if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:30 a.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated in the notice
of the meeting, at which the stockholders shall elect directors by a plurality vote to
serve until the next annual meeting of the stockholders and until their successors are
elected and qualified, or until their earlier resignation or removal, and shall transact
such other business as may properly be brought before the meeting. At the annual meeting
the stockholders may transact such other business as may be desired, whether or not the
same was specified in the notice of the meeting, unless the consideration of such other
business without its having been specified in the notice of the meeting as one of the
purposes thereof is prohibited by law.

6.
Special Meetings. Special meetings of the stockholders may be held for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of incorporation, and
may be called by the chairman of the board, by the president, by the secretary, by the
board of directors, or by the holders of, or by any officer or stockholder upon the
written request of the holders of, not less than twenty per cent (20%) of the outstanding
stock entitled to vote at such meeting, and shall be called by any officer directed to do
so by the board of directors or requested to do so in writing by a majority of the board
of directors. Any such written request shall state the purpose or purposes of the
proposed meeting.

The
call and the notice of any such meeting shall be deemed to be synonymous.

Amended 6/9/94

7.
Voting. At all meetings of stockholders, every stockholder having the right to vote shall
be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and



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bearing a date not more than three
years prior to said meeting, unless said instrument shall provide for a longer period.
Unless otherwise provided by the articles of incorporation and except in the case of
elections of directors, each stockholder shall have one vote for each share of stock
entitled to vote at such meeting registered in his name on the books of the corporation.
At all elections of directors, each stockholder shall be entitled to as many votes as
shall equal the number of his shares of stock multiplied by the number of directors to be
elected, and he may cast all of such votes for a single director or may distribute them
among the number to be voted for, or any two or more of them as he may see fit. At all
meetings of stockholders the voting may be otherwise than by ballot, including the
election of directors, except that, unless otherwise provided by the articles of
incorporation, any stockholder entitled to vote may request a vote by written ballot on
any matter, in which event such vote shall be taken by written ballot.

8.
Quorum. The holders of a majority of the outstanding shares of stock entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of any business, except as otherwise
provided by law, by the articles of incorporation, or by these bylaws. Every decision of
a majority in amount of stock of such quorum shall be valid as a corporate act, except in
those specific instances in which a larger vote is required by law or by the articles of
incorporation or by these bylaws.

If
the holders of a majority of the outstanding shares of stock entitled to vote not be
present at a meeting of stockholders, the holders of a majority of the stock present in
person or by proxy at such meeting shall have power successively to adjourn the meeting
from time to time to a specified time and place, without notice to anyone other than
announcement at the meeting, until a quorum shall be present in person or by proxy. At
such adjourned meeting at which a quorum shall be present in person or by proxy, any
business may be transacted which might have been transacted at the original meeting which
was adjourned. If the adjournment is for more than thirty (30) days, or if after
adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the
meeting.

9.
Stock Ledger. The original or duplicate stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list required under
section 10 of these bylaws or the books of the corporation, or to vote in person or by
proxy at any meeting of the stockholders.

10.
Stockholders Lists. The secretary or assistant secretary, who shall have charge of the
stock ledger, shall, if requested in writing by any stockholder at least twenty (20) days
prior to any meeting of stockholders or if ordered to do so by the board of directors,
prepare and make, at least ten (10) days before such meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a period of
at least ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

11.
Notice. Written or printed notice of each meeting of the stockholders, whether annual or
special, stating the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes thereof, shall be given to each stockholder of record of
the corporation entitled to vote at such meeting, either personally or by mail, not less
than ten (10) days nor more than fifty (50) days prior to the meeting. If mailed, such
notice shall be deemed to be given when it is deposited in the United States mail, with
postage prepaid, directed to the stockholder at his address as it appears on the records
of the corporation.

12.
Consent of Stockholders in Lieu of Meeting. To the extent, if any, and in the manner
permitted by statute and unless otherwise provided in the articles of incorporation, any
action required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a vote, if
consent in writing, setting forth the action so taken, shall be signed by all the holders
of outstanding stock entitled to vote thereon.



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| | Board
of Directors | 
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Amended 3/18/93

13.
Management. The business and affairs of the corporation shall be managed by a board of
directors. Unless and until changed by the board of directors as hereinafter provided,
the number of directors to constitute the board of directors shall be three (3). The
board of directors shall have the power to change the number of directors by resolution
adopted by a majority of the whole board. Unless required by the articles of
incorporation, directors need not be stockholders. In addition to the powers and
authorities by these bylaws and the articles of incorporation expressly conferred upon
it, the board of directors may exercise all such powers of the corporation, and do all
such lawful acts and things as are not by statute or by the articles of incorporation or
by these bylaws directed or required to be exercised or done by the stockholders.

14.
Vacancies and Newly Created Directorships. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a sole
remaining director, unless it is otherwise provided in the articles of incorporation or
these bylaws, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, or until their
earlier resignation or removal. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

15.
Meetings of the Newly Elected Board - Notice. The first meeting of the members of each
newly elected board of directors shall be held (i) at such time and place either within
or without the State of Kansas as shall be suggested or provided by resolution of the
stockholders at the meeting at which such newly elected board was elected, and no notice
of such meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or (ii) if not so suggested
or provided for by resolution of the stockholders or if a quorum shall not be present, at
such time and place as shall be consented to in writing by a majority of the newly
elected directors, provided that written or printed notice of such meeting shall be given
to each of the other directors in the same manner as provided in section 18 of these
bylaws with respect to the giving of notice for special meetings of the board except that
it shall not be necessary to state the purpose of the meeting in such notice, or (iii)
regardless of whether or not the time and place of such meeting shall be suggested or
provided for by resolution of the stockholders, at such time and place as shall be
consented to in writing by all of the newly elected directors.

Every
director of the corporation, upon his election, shall qualify by accepting the office of
director, and his attendance at, or his written approval of the minutes of, any meeting
of the board subsequent to his election shall constitute his acceptance of such office;
or he may execute such acceptance by a separate writing, which shall be placed in the
minute book.

16.
Regular Meetings. Regular meetings of the board of directors may be held without notice
at such times and places either within or without the State of Kansas as shall from time
to time be fixed by resolution adopted by the full board of directors. Any business may
be transacted at a regular meeting.

17.
Special Meetings. Special meetings of the board of directors may be called at any time by
the chairman of the board, the president, any vice president or the secretary, or by any
two (2) or more of the directors. The place may be within or without the State of Kansas
as designated in the notice.

18.
Notice of Special Meetings. Written or printed notice of each special meeting of the
board, stating the place, day and hour of the meeting and the purpose or purposes
thereof, shall be mailed to each director addressed to him at this residence or usual
place of business at least three (3) days before the day on which the meeting is to be
held, or shall be sent to him by telegram, or delivered to him personally, at least two
(2) days before the day on which the meeting is to be held. If mailed, such notice shall
be deemed to be delivered when it is deposited in the United States mail with postage
thereon addressed to the director at this residence or usual place of business. If given
by telegraph, such notice shall be deemed to be delivered when it is delivered to the
telegraph company. The notice may be given by any officer having authority to call the
meeting. Notice and call with



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respect to such meetings shall be
deemed to be synonymous. Any meeting of the board of directors shall be a legal meeting
without any notice thereof having been given if all directors shall be present.

19.
Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise
restricted by the articles of incorporation or these bylaws, members of the board of
directors of the corporation, or any committee designated by the board, may participate
in a meeting of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant hereto shall constitute presence
in person at such meeting.

20.
Quorum. Unless otherwise required by law, the articles of incorporation or these bylaws,
a majority of the total number of directors shall be necessary at all meetings to
constitute a quorum for the transaction of business, and except as may be otherwise
provided by law, the articles of incorporation or these bylaws, the vote of a majority of
the directors present at any meeting at which there is a quorum shall be the act of the
board of directors.

If
at least two (2) directors or one third (1/3) of the whole board of directors, whichever
is greater, is present at any meeting at which a quorum is not present, a majority of the
directors present at such meeting shall have power successively to adjourn the meeting
from time to time to a subsequent date, without notice to any director other than
announcement at the meeting. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the original meeting which
was adjourned.

21.
Standing or Temporary Committees. The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate one (1) or more
committees, each committee to consist of one (1) or more directors of the corporation.
The board may designate one (1) or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors or in these
bylaws, shall have and may exercise all of the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority of the board of directors with
respect to amending the articles of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporations property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution, or
amending the bylaws of the corporation; and, unless the resolution, these bylaws or the
articles of incorporation expressly so provide, no such committee shall have power or
authority to declare a dividend or to authorize the issuance of stock.

Such
committee or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors. All committees so appointed shall,
unless otherwise provided by the board of directors, keep regular minutes of the
transactions at their meetings and shall cause them to be recorded in books kept for that
purpose in the office of the corporation and shall report the same to the beard of
directors at its next meeting. The secretary or an assistant secretary of the corporation
may act as secretary of the committee if the committee or the board so requests.

Amended 8/22/02

22.
Compensation. Unless otherwise restricted by the articles of incorporation or these
bylaws, the board of directors may, by resolution, fix the compensation to be paid
directors for serving as directors of the corporation and may, by resolution, fix a sum
which shall be allowed and paid for attendance at each meeting of the board of directors
and may provide for reimbursement of expenses incurred by directors in attending each
meeting; provided that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving his regular
compensation therefor. Members of special or standing committees may be allowed similar
compensation for attending committee meetings.



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23.
Resignations. Any director may resign at any time upon written notice to the corporation.
Such resignation shall take effect at the time specified therein or shall take effect
upon receipt thereof by the corporation if no time is specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

24.
Indemnification and Liability of Directors and Officers. Each person who is or was a
director or officer of the corporation or is or was serving at the request of the
corporation as a director or officer of another corporation (including the heirs,
executors, administrators and estate of such person) shall be indemnified by the
corporation as of right to the full extent permitted or authorized by the laws of the
State of Kansas, as now in effect and as hereafter amended, against any expenses,
judgments, fines and amounts paid in settlement (including attorneys fees) actually and
reasonably incurred by such person in his capacity as or arising out of his status as a
director or officer of the corporation or, if serving at the request of the corporation,
as a director or officer of another corporation. The indemnification provided by this
bylaw provision shall not be exclusive of any other rights to which those indemnified may
be entitled under the articles of incorporation, under any other bylaw or under any
agreement, vote of stockholders or disinterested directors or otherwise, and shall not
limit in any way any right which the corporation may have to make different or further
indemnifications with respect to the same or different persons or classes of persons.

No
person shall be liable to the corporation for any loss, damage, liability or expense
suffered by it on account of any action taken or omitted to be taken by him as a director
or officer of the corporation or of any other corporation which he serves as a director
or officer at the request of the corporation, if such person (i) exercised the same
degree of care and skill as a prudent man would have exercised under the circumstances in
the conduct of his own affairs, or (ii) took or omitted to take such action in reliance
upon advice of counsel for the corporation, or for such other corporation, or upon
statements made or information furnished by directors, officers, employees or agents of
the corporation, or of such other corporation, which he had no reasonable grounds to
disbelieve.

25.
Action Without a Meeting. Unless otherwise restricted by the articles of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the board of
directors or any committee thereof may be taken without a meeting if written consent
thereto is signed by all members of the board of directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings of the
board or committee.

Officers

26.
(a) Officers - Who Shall Constitute. The officers of the corporation shall be a chairman
of the board, a president, one or more vice presidents, a secretary, a treasurer, one or
more assistant secretaries and one or more assistant treasurers. The board shall elect a
president, a secretary and a treasurer it its first meeting after each annual meeting of
the stockholders. The board then, or from time to time, may elect one or more of the
other prescribed officers as it may deem advisable, but need not elect any officers other
than a president, a secretary and a treasurer. The board may, if it desires, elect or
appoint additional officers and may further identify or describe any one or more of the
officers of the corporation.

Officers
of the corporation need not be members of the board of directors. Any two (2) or more
offices may be held by the same person.

An
officer shall be deemed qualified when he enters upon the duties of the office to which
he has been elected or appointed and furnishes any bond required by the board; but the
board may also require his written acceptance and promise faithfully to discharge the
duties of such office.

(b)
Term of Office. Each officer of the corporation shall hold his office at the pleasure of
the board of directors or for such other period as the board may specify at the time of
his election or appointment, or until his death, resignation or removal by the board,
whichever first occurs. In any event, each officer of the corporation who is not
reelected or reappointed at the annual election of officers by the board next



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succeeding his election or
appointment shall be deemed to have been removed by the board, unless the board provides
otherwise at the time of his election or appointment.

(c)
Other Agents. The board from time to time may also appoint such other agents for the
corporation as it shall deem necessary or advisable, each of whom shall serve at the
pleasure of the board or for such period as the board may specify, and shall exercise
such powers, have such titles and perform such duties as shall be determined from time to
time by the board or by an officer empowered by the board to make such determinations.

27.
The Chairman of the Board. If a chairman of the board be elected, he shall preside at all
meetings of the stockholders and directors at which he may be present and shall have such
other duties, powers and authority as may be prescribed elsewhere in these bylaws. The
board of directors may delegate such other authority and assign such additional duties to
the chairman of the board, other than those conferred by law exclusively upon the
president or another officer, as it may from time to time determine, and, to the extent
permissible by law, the board may designate the chairman of the board as the chief
executive officer of the corporation with all of the powers otherwise conferred upon the
president of the corporation under section 28 of these bylaws, or it may, from time to
time, divide the responsibilities, duties and authority for the general control and
management of the corporations business and affairs between the chairman of the board
and the president.

28.
The President. Unless the board otherwise provides, the president shall be the chief
executive officer of the corporation with such general executive powers and duties of
supervision and management as are usually vested in the office of the chief executive
officer of a corporation, and he shall carry into effect all directions and resolutions
of the board. The president, in the absence of the chairman of the board or if there be
no chairman of the board, shall preside at all meetings of the stockholders and directors.

The
president may execute all bonds, notes, debentures, mortgages and other instruments for
and in the name of the corporation, may cause the corporate seal to be affixed thereto,
and may execute all other instruments for and in the name of the corporation.

Unless
the board otherwise provides, the president, or any person designated in writing by him,
shall have full power and authority on behalf of this corporation (i) to attend and to
vote or take action at any meeting of the holders of securities of corporations in which
this corporation may hold securities, and at such meetings shall possess and may exercise
any and all rights and powers incident to being a holder of such securities, and (ii) to
execute and deliver waivers of notice and proxies for and in the name of the corporation
with respect to any securities held by this corporation.

He
shall, unless the board otherwise provides, be ex officio a member of all standing
committees.

He
shall have such other or further duties and authority as may be prescribed elsewhere in
these bylaws or from time to time by the board of directors.

If
a chairman of the board be elected or appointed and designated as the chief executive
officer of the corporation, as provided in section 27 of these bylaws, the president
shall perform such duties as may be specifically delegated to him by the board of
directors or are conferred by law exclusively upon him, and in the absence, disability,
or inability or refusal to act of the chairman of the board, the president shall perform
the duties and exercise the powers of the chairman of the board.

29.
Vice President. In the absence of the president or in the event of his disability or
inability or refusal to act, any vice president may perform the duties and exercise the
powers of the president until the board otherwise provides. Vice presidents shall perform
such other duties and have such other authority as the board may from time to time
prescribe.

30.
  Secretary and Assistant Secretaries. The secretary shall attend all sessions
  of the board and all meetings of the stockholders, shall prepare minutes of
  all proceedings at such meetings and shall preserve



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them in a minute book of the
corporation. He shall perform similar duties for the executive and other standing
committees when requested by the board or any such committee.

The
secretary shall see that all books, records, lists and information, or duplicates,
required to be maintained in Kansas, or elsewhere, are so maintained.

The
secretary shall keep in safe custody the seal of the corporation, and shall have
authority to affix the seal to any instrument requiring a corporate seal and, when so
affixed, he shall attest the seal by his signature. The board of directors may give
general authority to any other officer to affix the seal of the corporation and to attest
the affixing by his signature.

The
secretary shall have the general duties, powers and responsibilities of a secretary of a
corporation and shall perform such other duties and have such other responsibility and
authority as may be prescribed elsewhere in these bylaws or from time to time by the
board of directors or the chief executive officer of the corporation, under whose direct
supervision he shall be.

In
the absence of the secretary or in the event of his disability or inability or refusal to
act, any assistant secretary may perform the duties and exercise the powers of the
secretary until the board otherwise provides. Assistant secretaries shall perform such
other duties and have such other authority as the board of directors may from time to
time prescribe.

31.
The Treasurer and Assistant Treasurers. The treasurer shall have the responsibility for
the safekeeping of the funds and securities of the corporation, shall keep or cause to be
kept full and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall keep or cause to be kept all other books of account and accounting
records of the corporation. He shall deposit or cause to be deposited all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors or by any officer of the
corporation to whom such authority has been granted by the board.

He
shall disburse, or permit to be disbursed, the funds of the corporation as may be
ordered, or authorized generally, by the board, and shall render to the chief executive
officer of the corporation and the directors whenever they may require it, an account of
all his transactions as treasurer and of those under his jurisdiction, and of the
financial condition of the corporation.

He
shall perform such other duties and shall have such other responsibility and authority as
may be prescribed elsewhere in these bylaws or from time to time by the board of
directors.

He
shall have the general duties, powers and responsibility of a treasurer or a corporation
and shall, unless otherwise provided by the board, be the chief financial and accounting
officer of the corporation.

If
required by the board, he shall give the corporation a bond in a sum and with one or more
sureties satisfactory to the board, for the faithful performance of the duties of his
office and for the restoration to the corporation, in the case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control which belong to the
corporation.

In
the absence of the treasurer or in the event of his disability or inability or refusal to
act, any assistant treasurer may perform the duties and exercise the powers of the
treasurer until the board otherwise provides. Assistant treasurers shall perform such
other duties and have such other authority as the board of directors may from time to
time prescribe.

32.
Duties of Officers May be Delegated. If any officer of the corporation be absent or
unable to act, or for any other reason that the board may deem sufficient, the board may
delegate, for the time being, some or all of the functions, duties, powers and
responsibilities of any officer to any other officer, or to any other agent or employee
of the corporation or other responsible person, provided a majority of the whole board
concurs.



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33.
  Removal. Any officer or agent elected or appointed by the board of directors,
  and any employee, may be removed or discharged by the board whenever in its
  judgment the best interests of the corporation would be served thereby, but
  such removal or discharge shall be without prejudice to the contract rights,
  if any, of the person so removed or discharged.

34.
  Salaries and Compensation. Salaries and compensation of all elected officers
  of the corporation shall be fixed, increased or decreased by the board of directors,
  but this power, except as to the salary or compensation of the chairman of the
  board and the president, may, unless prohibited by law, be delegated by the
  board to the chairman of the board or the president, or may be delegated to
  a committee. Salaries and compensation of all appointed officers, agents and
  employees of the corporation may be fixed, increased or decreased by the board
  of directors, but until action is taken with respect thereto by the board of
  directors, the same may be fixed, increased or decreased by the president or
  such other officer or officers as may be empowered by the board of directors
  to do so.

35.
Delegation of Authority to Hire, Discharge and Designate Duties. The board from time to
time may delegate to the chairman of the board, the president or other officer or
executive employee of the corporation, authority to hire, discharge and fix and modify
the duties, salary or other compensation of employees of the corporation under the
jurisdiction of such person, and the board may delegate to such officer or executive
employee similar authority with respect to obtaining and retaining for the corporation
the services of attorneys, accountants and other experts.

Stock

36.
Certificates for Shares of Stock. Certificates for shares of stock shall be issued in
numerical order, and each stockholder shall be entitled to a certificate signed by or in
the name of the corporation by the chairman of the board or the president or a vice
president, and by the treasurer or an assistant treasurer or the secretary or an
assistant secretary, certifying the number of shares owned by him. To the extent
permitted by statute, any of or all the signatures on such certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the corporation with the same effect as if such officer,
transfer agent or registrar who signed such certificate, or whose facsimile signature
shall have been placed thereon, had not ceased to be such officer, transfer agent or
registrar of the corporation.

37.
Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the
corporation, kept at the office of the corporation or of the transfer agent designated to
transfer the class of stock, and before a new certificate is issued the old certificate
shall be surrendered for cancellation. Until and unless the board appoints some other
person, firm or corporation as its transfer agent (and upon the revocation of any such
appointment, thereafter, until a new appointment is similarly made) the secretary of the
corporation shall be the transfer agent of the corporation without the necessity of any
formal action of the board, and the secretary, or any person designated by him, shall
perform all of the duties thereof.

38.
Registered Stockholders. Only stockholders whose names are registered in the stock ledger
shall be entitled to be treated by the corporation as the holders and owners in fact of
the shares standing in their respective names, and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Kansas.

39.
Lost Certificates. The board of directors may direct that a new certificate or
certificates be issued in place of any certificate or certificates theretofore issued by
the corporation, alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate or certificates to be lost,
stolen or destroyed. When authorizing such issue of a replacement certificate or
certificates, the board of directors may, in its discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, to give the corporation and its transfer



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agents and registrars, if any, a
bond in such sum as it may direct to indemnify it against any claim that may be made
against it with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed, or with respect to the issuance of such new certificate or
certificates.

40.
Regulations. The board of directors shall have power and authority to make all such rules
and regulations as it may deem expedient concerning the issue, transfer, conversion and
registration of certificates for shares of stock of the corporation, not inconsistent
with the laws of Kansas, the articles of incorporation of the corporation or these bylaws.

41.
Fixing Record Date. 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, or to
express consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the
board of directors may fix a new record date for the adjourned meeting.

Dividends and Finance

42.
Dividends. Dividends upon the outstanding shares of stock of the corporation, subject to
the provisions of the articles of incorporation and of any applicable law and of these
bylaws, may be declared by the board of directors at any meeting. Subject to such
provisions, dividends may be paid in cash, in property, or in shares of stock of the
corporation.

43.
Creation of Reserves. The directors may set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve in the manner in which it was created.

44.
Depositories. The moneys of the corporation shall be deposited in the name of the
corporation in such bank or banks or other depositories as the board of directors shall
designate, and shall be drawn out only by check signed by persons designated by
resolution adopted by the board of directors, except that the board of directors may
delegate said powers in the manner hereinafter provided in this bylaw 44. The board of
directors may by resolution authorize an officer or officers of the corporation to
designate any bank or banks or other depositories in which moneys of the corporation may
be deposited, and to designate the persons who may sign checks drawn on any particular
account or accounts of the corporation, whether created by direct designation of the
board of directors or by an authorized officer or officers as aforesaid.

45.
Fiscal Year. The board of directors shall have power to fix and from time to time change
the fiscal year of the corporation. In the absence of action by the board of directors,
the fiscal year of the corporation shall end each year on the date which the corporation
treated as the close of its first fiscal year, until such time, if any, as the fiscal
year shall be changed by the board of directors.

46.
Directors Annual Statement. The board of directors may present at each annual meeting of
the stockholders, and when called for by vote of the stockholders shall present to any
annual or special meeting of the stockholders, a full and clear statement of the business
and condition of the corporation.

Books and Records

47.
Books, Accounts and Records. The books, accounts and records of the corporation, except
as may be otherwise required by the laws of the State of Kansas, may be kept outside of
the State of Kansas, at such place or places as the board of directors may from time to
time determine. The board of directors shall determine whether, to what extent and the
conditions upon which the books, accounts and records of the corporation,



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or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to inspect any
book, account or record of the corporation, except as conferred by law or by resolution
of the stockholders or directors.

Miscellaneous

48.
Waiver of Notice. Whenever any notice is required to be given under the provisions of the
statutes of Kansas, or of the articles of incorporation or of these bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is now lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a committee of
directors need be specified in any written waiver of notice unless so required by the
articles of incorporation or these bylaws.

49.
Contracts. The board of directors may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined to
specific instances.

50.
Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be
adopted, in the manner provided in the articles of incorporation.

|** | Paragraph
5 of the Bylaws of Duckwall-Alco Stores, Inc. was amended on May 27, 1986 as follows:
|-- | -----------------------------------------------------------------------------------------------

| | 5.
Annual Meeting. The Annual Meeting of Shareholders shall be                   held on
such date and at such time as shall be designated from                   time to time by
the Board of Directors and stated in the                   Notice of the meeting, at
which meetings the Shareholders                   shall elect by cumulative voting a
Board of Directors, and                   transact such other business as may properly be
brought before                   the meeting. Written Notice of the Annual Meeting
stating the                   place, date, and hour of the meeting shall be given to each
                  Shareholder entitled to vote at such meeting not less than ten
                  (10) nor more than fifty (50) days before the date of the
                  meeting.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Paragraph
13 of the Bylaws of Duckwall-Alco Stores, Inc. was amended on March 18, 1993 as follows:
|--- | --------------------------------------------------------------------------------------------------

| | 13.
Management. The business and affairs of the corporation                   shall be
managed by a board of directors. Unless and until                   changed by the board
of directors as hereinafter provided, the                   number of directors to
constitute the board of directors shall                   be not less than five (5) nor
more than seven (7). The board                   of directors shall have the power to
change the number of                   directors by resolution adopted by a majority of
the whole                   board. Unless required by the articles of incorporation,
                  directors need not be stockholders. In addition to the powers
                  and authorities by these bylaws and the articles of
                  incorporation expressly conferred upon it, the board of
                  directors may exercise all such powers of the corporation, and
                  do all such lawful acts and things as are not by statute or by
                  the articles of incorporation or by these bylaws directed or
                  required to be exercised or done by the stockholders.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Paragraph
7 of the Bylaws of Duckwall-Alco Stores, Inc. was amended on June 9, 1994 as follows:
|---- | -----------------------------------------------------------------------------------------------

| | 7.
Voting. At all meetings of stockholders, every stockholder                   having the
right to vote shall be entitled to vote in person,                   or by proxy
appointed by an instrument in writing subscribed                   by such stockholder
and bearing a date not more than three                   years prior to said meeting,
unless said instrument shall                   provide for a longer period. Unless
otherwise provided by the                   articles or incorporation, each stockholder
shall have one                   vote for each share of stock entitled to vote at such
meeting                   registered in his name on the books of the
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| | 10 | 
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| | corporation
                  including, without limitation, respecting the election of
                  directors. At all meetings of stockholders the voting may be
                  otherwise than by ballot, including the election of directors,
                  except that, unless otherwise provided by the articles of
                  incorporation, any stockholder entitled to vote may request a
                  vote by written ballot on any matter, in which event such vote
                  shall be taken by written ballot.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|***** | Paragraph
22 of the Bylaws of Duckwall-Alco Stores, Inc. was amended on August 22, 2002 as follows:
|----- | ---------------------------------------------------------------------------------------------------

| | 22.
Compensation. Unless otherwise restricted by the articles                   of
incorporation or these bylaws, the board of directors may,                   by
resolution, fix the compensation to be paid directors for                   serving as
directors of the corporation and may, by                   resolution, fix a sum which
shall be allowed and paid for                   attendance at each meeting of the board
of directors and may                   provide for reimbursement of expenses incurred by
directors in                   attending each meeting; provided that nothing herein
contained                   shall be construed to preclude any director from serving the
                  corporation in any other capacity and receiving his regular
                  compensation therefor. Members of special or standing
                  committees may be allowed similar compensation for attending
                  committee meetings. The corporation shall also provide, with
                  no expense to the Directors, assistance in the preparation and
                  filing of reports required under the Securities Exchange Act
                  of 1934, as amended including but not limited to reports on
                  initial ownership or changes of beneficial ownership of common
                  stock of the corporation on Schedule 13D, Schedule 13G, Form
                  3,                    Form 4 or Form 5.
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