June 12, 1998





Duckwall-ALCO Stores, Inc.
401 Cottage Avenue
Abilene, Kansas  67410-2832

Ladies and Gentlemen:

          We refer to the Registration Statement on Form S-8 (the
"Registration Statement") of Duckwall-ALCO Stores, Inc., a Kansas
corporation (the "Company"), to be filed with the Securities and
Exchange Commission on June 12, 1998 for the purpose of
registering under the Securities Act of 1933, as amended, 250,000
shares of Common Stock, par value $.0001 per share ("Common
Stock"), of the Company.  These shares of Common Stock are
proposed to be issued pursuant to the Duckwall-ALCO Stores, Inc.
Incentive Stock Option Plan (the "Plan").

          We have examined the Company's Restated Certificate of
Incorporation and all amendments thereto, the Bylaws of the
Company, as presently in effect, minutes of the applicable
meetings of the Board of Directors, Compensation Committee of the
Board of Directors and stockholders of the Company, together with
such other corporate records, certificates of public officials
and other documents as we have deemed relevant to this opinion.

          Based upon the foregoing, it is our opinion that:

          1.   The Company is a corporation duly organized,
     validly existing and in good standing under the laws of the
     State of Kansas. 

          2.   All necessary corporate action has been taken to
     authorize the issuance of the aforesaid 250,000 shares of
     Common Stock, and all such shares of Common Stock as shall
     be issued and paid for as described in the Plan shall be,
     when so issued, legally issued, fully paid and
     nonassessable.






          We hereby consent to the reference to our firm under
the heading "Interests of Named Experts and Counsel" in the
Registration Statement.  We also consent to the inclusion of this
opinion in the Registration Statement as an exhibit thereto.

                              Very truly yours,

                              STINSON, MAG & FIZZELL, P.C.


                              By:  /s/ Richard N. Nixon
                                   Richard N. Nixon

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