As filed with the Securities and Exchange Commission on June 12,
1998
                                  Registration No. 333-__________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                       ____________________
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                        __________________

                    DUCKWALL-ALCO STORES, INC.
      (Exact name of registrant as specified in its charter)

     KANSAS                                       43-0201080
(State or other jurisdiction                 (I.R.S. Employer
     of incorporation or                     Identification No.)
        organization)

       401 COTTAGE STREET, ABILENE, KANSAS       67410-0219
(Address of Principal Executive Offices)          (Zip Code)

                    _________________________

                    DUCKWALL-ALCO STORES, INC.
                   INCENTIVE STOCK OPTION PLAN 
                     (Full title of the plan)

CHARLES E. BOGAN, ESQ., 401 COTTAGE STREET, ABILENE, KANSAS
67410-0219
             (Name and address of agent for service)

                          (785) 263-3350
  (Telephone number, including area code, of agent for service)

           PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:

                      RICHARD N. NIXON, ESQ.
                   STINSON, MAG & FIZZELL, P.C.
                           1201 WALNUT
                   KANSAS CITY, MISSOURI 64106
                          (816) 842-8600
                  ______________________________

                 CALCULATION OF REGISTRATION FEE

Title of       Amount         Proposed  Proposed  Amount of
securities     to be          maximum   maximum   registration
to be          registered     offering  aggregate fee
registered                    price per offering  
                              share/1/  price/1/  

Common Stock, 
$.0001 par 
value          250,000/2/     $17.125    $4,281,250   $1,298

/1/  Pursuant to Rule 457(h) of the Securities Act of 1933, and
     solely for the purpose of calculating the amount of the
     registration fee, the proposed maximum offering price per
     share and proposed maximum aggregate offering price is based
     on the average of the bid and asked prices of the Common
     Stock on June 9, 1998 in the over-the-counter market as
     quoted on the National Association of Securities Dealers
     Automated Quotation National Market System.

/2/  The provisions of Rule 416 shall apply to this registration
     statement and the number of shares registered on this
     registration statement automatically shall increase or
     decrease as a result of stock splits, stock dividends or
     similar transactions.

Pursuant to General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, File No.
33-91664, are hereby incorporated herein by reference.


<PAGE>


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with
the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference: (i) the Registrant's Annual Report on Form 10-K for
the fiscal year ended February 1, 1998; and (ii) the description
of the Common Stock of the Registrant which is contained in the
Registrant's Registration Statement on Form 10 (File No. 0-20269),
including any amendments or reports filed for the purpose
of updating such description.

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities offered hereby remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents, except
in no event shall any information included in any such document
in response to Item 402(i), (k) or (l) of Regulation S-K be
deemed to constitute part of this Registration Statement.

          Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of the Common Stock of the
Registrant registered pursuant to this Registration Statement
will be passed upon by Stinson, Mag & Fizzell, P.C., 1201 Walnut
Street, Kansas City, Missouri 64106.  As of June 5, 1998,
attorneys of such law firm owned in the aggregate 2,000 shares of
Common Stock of the Registrant.



<PAGE>



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 17-6305 of the Kansas general corporation code
provides for indemnification by a corporation of its officers and
directors and certain other persons as follows:

          (a)  A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made a
     party, to any threatened, pending or completed action, suit
     or proceeding, whether civil, criminal, administrative or
     investigative, other than an action by or in the right of
     the corporation, by reason of the fact that such person is
     or was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise, against expenses, judgments, fines and
     amounts paid in settlement actually and reasonably incurred
     by such person in connection with such action, suit or
     proceeding, including attorney fees, if such person acted in
     good faith and in a manner such person reasonably believed
     to be in or not opposed to the best interests of the
     corporation; and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe such person's
     conduct was unlawful.  The termination of any action, suit
     or proceeding by judgment, order, settlement, conviction, or
     upon a plea of nolo contendere or its equivalent, shall not,
     of itself, create a presumption that the person did not act
     in good faith and in a manner which such person reasonably
     believed to be in or not opposed to the best interests of
     the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that such
     person's conduct was unlawful.

          (b)  A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made a
     party, to any threatened, pending or completed action or
     suit by or in the right of the corporation to procure a
     judgment in its favor by reason of the fact that such person
     is or was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise against expenses actually and reasonably
     incurred by such person in connection with the defense or
     settlement of such action or suit, including attorney fees,
     if such person acted in good faith and in a manner such
     person reasonably believed to be in or not opposed to the
     best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue
     or matter as to which such person shall have been adjudged
     to be liable to the corporation unless and only to the
     extent that the court in which such action or suit was
     brought shall determine upon application that, despite the
     adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the
     court shall deem proper.

          (c)  To the extent that a director, officer, employee
     or agent of a corporation has been successful on the merits
     or otherwise in defense of any action, suit or proceeding


<PAGE>



     referred to in subsections (a) and (b), or in defense of any
     claim, issue or matter therein, such director, officer,
     employee or agent shall be indemnified against expenses
     actually and reasonably incurred by such person in
     connection therewith, including attorney fees.

          (d)  Any indemnification under subsections (a) and (b),
     unless ordered by a court, shall be made by the corporation
     only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or
     agent is proper in the circumstances because such director,
     officer, employee or agent has met the applicable standard
     of conduct set forth in subsections (a) and (b).  Such
     determination shall be made (1) by the board of directors by
     a majority vote of a quorum consisting of directors who were
     not parties to such action, suit or proceeding, or (2) if
     such a quorum is not obtainable, or even if obtainable, a
     quorum of disinterested directors so directs, by independent
     legal counsel in a written opinion, or (3) by the
     stockholders.

          (e)  Expenses incurred by a director or officer in
     defending any civil or criminal action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of the director or officer
     to repay such amount if it is ultimately determined that the
     officer or director is not entitled to be indemnified by the
     corporation as authorized in this section.  Such expenses
     incurred by other employees and agents may be so paid upon
     such terms and conditions, if any, as the board of directors
     deems appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections
     of this section shall not be deemed exclusive of any other
     rights to which those seeking indemnification or advancement
     of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise,
     both as to action in a person's official capacity and as to
     action in another capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against such person and
     incurred by such person in any such capacity, or arising out
     of such person's status as such, whether or not the
     corporation would have the power to indemnify such person
     against such liability under this section.

          (h)  For purposes of this section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers and employees or agents, so that any person who is
     or was a director, officer, employee or agent of such
     constituent corporation, or is or was serving at the request
     of such constituent corporation as a director, officer,



<PAGE>


     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same
     position under this section with respect to the resulting or
     surviving corporation as such person would have with respect
     to such constituent corporation if its separate existence
     had continued.

          (i)  For purposes of this section, references to "other
     enterprises" shall include employee benefit plans;
     references to "fines" shall include any excise taxes
     assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the
     corporation" shall include any service as a director,
     officer, employee or agent of the corporation which imposes
     duties on, or involves services by, such director, officer,
     employee, or agent with respect to an employee benefit plan,
     its participants or beneficiaries; and a person who acted in
     good faith and in a manner such person reasonably believed
     to be in the interest of the participants and beneficiaries
     of an employee benefit plan shall be deemed to have acted in
     a manner "not opposed to the best interests of the
     corporation" as referred to in this section.

          (j)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

     Section 17-6002(b)(8) of the Kansas general corporation code
provides that a corporation's certificate of incorporation may
contain:

          (8)  A provision eliminating or limiting the
     personal liability of a director to the corporation or
     its stockholders, policyholders or members for monetary
     damages for breach of fiduciary duty as a director,
     provided that such provision shall not eliminate or
     limit the liability of a director (A) for any breach of
     the director's duty of loyalty to the corporation or
     its stockholders, policyholders or members, (B) for
     acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law,
     (C) under the provisions of K.S.A. 17-6424 [relating to
     unlawful dividend payments or stock redemptions or
     repurchases] and amendments thereto or (D) for any
     transaction from which the director derived an improper
     personal benefit.  No such provision shall eliminate or
     limit the liability of a director for any act or
     omission occurring prior to the date when such
     provision becomes effective.  All references in this
     subsection to a director shall also be deemed to refer
     to a member of the governing body of a corporation
     which is not authorized to issue capital stock.

     Article NINTH of the Company's Amended and Restated Articles
of Incorporation provides:



<PAGE>



          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 [sic], 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.

     Bylaw 24 of the Company's Bylaws provides:

          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 <PAGE> (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.

     For information regarding the Registrant's undertaking to
submit to adjudication the issue of indemnification for violation
of securities laws, see "Undertakings," Item 9 hereof.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is incorporated by
reference herein.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

               (i)  To include any prospectus required by section
          10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of this
          Registration Statement (or the most recent post-
          effective amendment thereto) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii)
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or <PAGE> Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.



<PAGE> 



                            SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Abilene, State of Kansas, on May 21, 1998.

                              DUCKWALL-ALCO STORES, INC.


                              By: /s/ Glen L. Shank
                              Glen L. Shank
                              President and Chairman of the Board


                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Glen L. Shank, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary
or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, lawfully may do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

     Signature and Title                               Date


/s/ Glen L. Shank                                 May 21, 1998
Glen L. Shank
President, Chairman of the Board
and Director
(Principal Executive Officer)


/s/ Richard A. Mansfield                          May 21, 1998
Richard A. Mansfield
Vice President-Finance and Treasurer
(Principal Financial and Accounting Officer)


<PAGE> 



/s/ Dennis A. Mullin                                   May 21, 1998
Dennis A. Mullin
Director


/s/ Robert L. Barcum                                   May 21, 1998
Robert L. Barcum
Director


/s/ William J. Morgan                                  May 21, 1998
William J. Morgan
Director


/s/ Robert C. Amenta                                   May 21, 1998
Robert C. Amenta
Director


/s/ Lolan C. Mackey                                    May 21, 1998
Lolan C. Mackey
Director



<PAGE> 




                          INDEX TO EXHIBITS

                                                          Sequentially
Exhibit No.             Description                       Numbered Page


4(a)      Specimen Common Stock Certificates (filed as
          Exhibit 4.1 to Registrant's Registration
          Statement on Form S-1 (File No. 33-78664) and
          incorporated herein by reference).                       *

4(b)      Reference is made to the Amended and Restated
          Articles of Incorporation and Bylaws (filed as
          Exhibit 3(a) and 3(c), respectively, to
          Registrant's Registration Statement on Form 10
          and hereby incorporated herein by reference).            *

4(c)      Reference is made to the Certificate of
          Amendment to the Articles of Incorporation
          (filed as Exhibit 3(b) to Registrant's Annual
          Report on Form 10-K for the fiscal year ended
          January 29, 1995, and incorporated herein by
          reference).                                              *

4(d)      Form of 10% Subordinated Notes (filed as
          Exhibit 4(c) to Registrant's Registration
          Statement on Form 10 and hereby incorporated
          herein by reference).                                    *

4(e)      Duckwall-ALCO Stores, Inc. Incentive Stock
          Option Plan.                                            __

4(f)      Form of Duckwall-ALCO Stores, Inc. Incentive
          Stock Option Agreement (filed as Exhibit 4.8.1
          to the Registrant's Registration Statement on
          Form S-8 (File No. 33-91664) and hereby
          incorporated herein by reference).                       *

5(a)      Opinion of Stinson, Mag & Fizzell, P.C.,
          counsel for the Registrant, with respect to the
          legality of the Registrant's Common Stock being
          registered hereby.                                      __

23(a)     Consent of independent auditors.                        __

24(b)     Consent of Stinson, Mag & Fizzell, P.C. the
          Registrant's counsel (contained in the Opinion of
          Counsel filed herewith as Exhibit 5).

24        Power of Attorney (included on signature page
          hereto).  

________________________
*    Incorporated herein by reference.