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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended October 31, 2004

OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission File Number 0-20269

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

Registrant’s telephone number including area code: (785) 263-3350

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X        No ___

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ___      No   X  

APPLICABLE ONLY TO CORPORATE ISSUERS:

        4,447,658 shares of common stock, $.0001 par value (the issuer’s only class of common stock), were outstanding as of October 31, 2004.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Duckwall-ALCO Stores, Inc.
And Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)

Assets

See accompanying notes to unaudited consolidated financial statements.

Duckwall-ALCO Stores, Inc.
And Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)

Liabilities and Stockholders’ Equity

See accompanying notes to unaudited consolidated financial statements.

Duckwall-ALCO Stores, Inc.
And Subsidiaries
Consolidated Statements of Operations
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

Duckwall-ALCO Stores, Inc.
And Subsidiaries
Consolidated Statements of Cash Flows
Dollars in Thousands
(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

Duckwall-ALCO Stores, Inc.
And Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in Thousands Except Per Share Amounts)

        The accompanying unaudited consolidated financial statements are for interim periods and, consequently, do not include all disclosures required by generally accepted accounting principles for annual financial statements. It is suggested that the accompanying unaudited consolidated financial statements be read in conjunction with the consolidated financial statements included in the Company’s fiscal 2004 Annual Report. In the opinion of management of Duckwall-ALCO Stores, Inc., the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company and the results of its operations and cash flows for the interim periods.

        The consolidated financial statements include the accounts of Duckwall-ALCO Stores, Inc. and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

        The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date, net earnings and net earnings per share would have been decreased to the pro forma amounts indicated in the table below:

        Basic net earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding. Diluted net earnings per share reflects the potential dilution that could occur if contracts to issue securities (such as stock options) were exercised.

        The average number of shares used in computing earnings per share was as follows:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        Operations. The Company is a regional discount retailer operating in 21 states in the central United States, with two business segments, consisting of:

        The thirteen weeks ended October 31, 2004 and November 2, 2003 are referred to herein as the third quarter of fiscal 2005 and 2004, respectively. For purposes of this management’s discussion and analysis of financial condition and results of operations, the financial numbers are presented in thousands.

        As used below the term “competitive market” refers to any town in which both an ALCO or Duckwall store and one or more national or regional full-line discount stores are located. The term “non-competitive market” refers to any town served by the Company where no national or regional full-line discount store is also located. The Company nevertheless faces competition in such markets from a variety of sources, including dollar stores, and national and regional full-line discount stores located within a reasonable driving distance.

        The non-competitive markets where the Company operates ALCO or Duckwall stores generally consist of small towns where population growth is generally steady, but not dramatic. As no direct competitor or national or regional full-line discount store is located in these towns, they are generally considered under-served by full-line discount retailers except for the presence of an ALCO or Duckwall store.

        Strategy. The Company’s business operates in a highly competitive industry. However, to reduce the competition and improve the Company’s performance, the Company’s overall business strategy involves identifying, and opening stores in towns that currently have no direct competition from another larger national or regional full-line discount retailer. The Company thus positions itself as providing the most convenient access to local retail shopping within those towns. A key aspect of this strategy includes placing the Company’s stores in towns where the Company believes no such competition is likely to develop. This strategy does not eliminate the competition for the Company’s stores as the Company’s customers still shop at retail discount stores and other retailers located in regional trade centers. The Company also competes for retail sales with other entities, such as mail order companies, specialty retailers, mass merchandisers, dollar stores, manufacturer’s outlets, and the internet.

        The Company is constantly evaluating the appropriate mix of merchandise to improve sales and gross margin performance. The Company uses centralized purchasing, merchandising, pricing and warehousing to obtain volume discounts, improve efficiencies and achieve consistency among stores and the best overall results. The

Company utilizes information obtained from its point-of-sale system and regular input from its store associates to determine its merchandise offerings.

        The Company is in the process of evaluating the costs and benefits of upgrading its current point-of-sale systems over the next several years and has a project team, guided by an outside advisor, currently evaluating new software and hardware. The project team’s goal is to complete this evaluation, select a new upgraded point-of-sale system and obtain the Board of Director’s approval of the necessary capital expenditures to allow sufficient time to pilot the new system in one store during the first half of fiscal 2006. A required feature of this new point-of-sale system is perpetual inventory, which the Company does not currently have in its stores. Perpetual inventory allows tracking of on-hand quantities at the item level, and enables automated replenishment. Once the Company has on-hand information and the ability to automatically replenish items in the stores, the benefits of these new systems can be significant. For example, the Company estimates it can reduce its inventory levels by 5% to 10%, and potentially more, because the system will have parameters set at the item level relating to how much inventory to order based on criteria set centrally. A reduction in inventory will improve the Company’s return on assets ratio. In addition to lowering inventory, the new system has the potential to improve in-stock levels in the stores, thereby increasing same-store sales and profits. The new system will also enable other improvements in the stores which are not available today due to technology limitations. Once those limitations are removed, the Company expects to re-engineer the stores to take full advantage of the new technology.

        The Company, when appropriate, implements new merchandising and marketing initiatives in an effort to increase customer traffic and same-store sales. To maintain performance levels and upgrade stores with the latest merchandising concepts, the Company initiated a major store remodeling program four years ago. The remodeled stores feature an improved merchandise mix, with greater emphasis on consumables and everyday low values that are highlighted through a new and more dominant sign program. A total of 103 ALCO stores have been remodeled since the inception of the remodeling program. Since March, 2002, the Company has also opened a net total of 19 new ALCO stores that incorporate these latest merchandising concepts, bringing the total number of ALCO stores with the updated format to 122 as of October 31, 2004. In June 2004, the Company converted its first ALCO store to an “ALCO Market Place” store. This new format devotes approximately one fourth of its floor space to a limited, but greatly expanded assortment of foods, including produce, dry goods and products displayed in freezers and coolers. The significant enlargement of the grocery department represents a natural progression in the Company’s successful expansion of its consumable product offering that has been rolled out through the remodeling program. The Company converted a second store to the ALCO Market Place concept in August 2004, and a third store was converted in November 2004. Company management is currently evaluating the results of this new concept to determine its potential for further expansion.

        The Company is also proactive in looking for and implementing ways to improve the bottom line through expense reductions in selling, general and administrative expenses (“SG&A”). As examples, in fiscal year 2004, the Company improved throughput in its distribution center by 19% and, in the last 5 years alone, has reduced the number of labor hours required to operate a typical store by 10%. Other examples of proactive measures the Company has taken to control expenses include efforts to reduce rapidly escalating workers compensation expenses and medical insurance costs, as discussed under the heading “Critical Accounting Policies.”

        The Company’s top priority is improving stockholder value and it has taken aggressive actions over the years to achieve that objective, including the engagement of top advisers to help identify opportunities to improve its performance. The Company recently engaged a business advisory firm to do a strategic and operational review of the Company. Their assignment has been completed, and a report has been submitted to the Company’s Board of Directors. Based upon the report’s conclusions and recommendations, Company management plans to develop short and long-term initiatives to improve its performance. The Company’s management, the Board and other advisors will also examine other means of enhancing stockholder value.

        Recent Events. On November 18, 2004, the Company’s Board of Directors regretfully accepted the voluntary resignation of Glen L. Shank as the Company’s Chairman of the Board and President. Mr. Shank’s retirement as Chairman of the Board was effective immediately. His retirement as President of the Company will be effective on the earlier of April 30, 2005 or when a successor has been hired and the transition to that successor is complete. Mr. Shank will remain a director until his retirement. Mr. Shank has served as President and CEO since

1988 and Chairman of the Board, and CEO since 1991 and has played a key role in the Company’s success over the years.

        Upon acceptance of Mr. Shank’s notice, the Board of Directors appointed Mr. Warren Gfeller as Chairman of the Board, and expanded the number of Board members from five to seven. Mr. Gfeller joined the Board of Directors in December, 2003 and currently serves as a director for several other public and private companies in addition to previously serving as CEO, CFO and a director of Ferrellgas, Inc., the largest distributor of propane gas in the United States.

        Key Items in Fiscal 2005. The Company measures itself against a number of financial metrics to assess its performance. Some of the important financial items during the third quarter of fiscal 2005 were:

        Same store sales growth is a measure which may indicate whether existing stores are maintaining their market share. Other factors, such as the overall economy, may also affect same store sales. The Company defines same stores as those stores that were open as of the first day of the prior fiscal year. While the same store sales for all Company stores was unchanged compared to the third quarter last year, the ALCO stores in non-competitive markets, which represent 142 of the 186 ALCO stores as of the end of the third quarter, increased 0.4% during the third quarter of fiscal 2005. Sales in the Duckwall stores increased 2.3% during the third quarter of fiscal 2005.

        Gross margin percentage is a key measure of the Company’s ability to maximize profit on the purchase and subsequent sale of merchandise, while minimizing promotional and clearance markdowns, shrinkage, damage, and returns. Gross margin percentage is defined as sales less cost of sales, expressed as a percentage of sales. Gross margin percent increased slightly to 34.3% of sales in the third quarter of fiscal 2005, compared to 34.2% in third quarter of fiscal 2004.

        Earnings per share (“EPS”) growth is an indicator of the returns generated for the Company’s stockholders. EPS from continuing operations was reduced to $0.05 per diluted share for the third quarter of fiscal 2005, compared to $0.12 per diluted share for the third quarter of the prior fiscal year.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITION OR BUSINESS

        Certain statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act. These statements are subject to risks and uncertainties, as described below. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, capital expenditures, store openings, store closings, payment or non-payment of dividends, capital structure and other financial items, (ii) statements of plans and objectives of the Company’s management or Board of Directors, including plans or objectives relating to inventory, store development, marketing, competition, business strategy, store environment, merchandising, purchasing, pricing, distribution, transportation, store locations and information systems, (iii) statements of future economic performance, and (iv) statements of assumptions underlying the statements described in (i), (ii) and (iii). Forward-looking statements can often be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” “could,” “intends,” “plans,” “estimates”, “projects” or “anticipates,” variations thereof or similar expressions.

        Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. The Company’s future results of operations, financial condition and business operations may differ materially from the forward-looking statements or the historical information stated in this Quarterly Report on Form 10-Q. Stockholders and investors are cautioned not to put undue reliance on any forward-looking statement.

        There are a number of factors and uncertainties that could cause actual results of operations, financial

condition or business contemplated by the forward-looking statements to differ materially from those discussed in the forward-looking statements made herein or elsewhere orally or in writing, by, or on behalf of, the Company, including those factors described below. Other factors not identified herein could also have such an effect. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical information include, but are not limited to, those factors described below.

CRITICAL ACCOUNTING POLICIES

        Inventory: As discussed in Note 1 (d) to the Consolidated Financial Statements, inventories are stated at the lower of cost or net realizable value with cost determined using the last-in, first-out (LIFO) method. The retail inventory method (“RIM”) used by the Company is an averaging method that has been widely used in the retail industry. This method calculates a cost to retail ratio that is applied to the retail value of inventory to calculate cost inventory and the resulting gross margin. Use of the RIM method does not eliminate the use of management judgments and estimates, including markdowns and shrinkage, which significantly impact the ending inventory valuation at cost and the resulting gross margins. The Company continually evaluates product categories to determine if markdown action is appropriate, or if a markdown reserve should be established. The Company recognizes that the use of the RIM will result in valuing inventories at lower of cost or market if markdowns are currently taken as a reduction of the retail value of inventories. As of October 31, 2004 and November 2, 2003, the Company had recorded markdowns that had not been taken and which served to reduce inventories to lower of cost or market by approximately $610 and $613, respectively. Management believes that the RIM provides an inventory valuation which reasonably approximates cost and results in carrying inventory at the lower of cost or market.

        Property and Equipment: The Company’s policy is to capitalize property and equipment if it has a useful life beyond one year. Major improvements are capitalized, while maintenance and repairs, which do not extend the useful life of the asset, are expensed as incurred. The nature and extent of the repair, as well as the relative dollar amount of the repair in relation to the cost of the asset determine whether the expenditure is capitalized or expensed.

        Impairment of Long-Lived Assets: The Company considers determination of impairment of long-lived assets as a critical accounting policy because determination as to whether the long-lived assets of a store are impaired and, if impaired, the fair value of such assets requires the use of judgment, particularly as it relates to projecting whether the sum of expected undiscounted future cash flows for the store over an extended period of time will equal or exceed the carrying value of such assets. Management uses the best information available to make the determination; however, actual future cash flows for the store may vary significantly from the cash flows projected in conjunction with the impairment assessment. The potential impact on the financial statements of incorrect judgments regarding impairment of long-lived assets is that a provision for impairment could be needlessly recorded if projected future cash flows for a store are significantly under estimated or a provision for impairment could be deferred until later determined necessary in a future period if initial projected cash flows are over estimated. See Note 1(l) of Notes to Consolidated Financial Statements for a description of the Company’s accounting policy for impairment of long-lived assets.

        Insurance: The Company considers general insurance cost a critical accounting policy. As described below, the Company is essentially self insured for its workers compensation, medical insurance and general liability insurance. Due to the fact that it takes more than one year to determine the actual costs under these plans, these costs are estimated based on the Company’s historical loss experience and estimates from the insurance carriers and consultants.

        Income Taxes: The Company’s tax provision and establishment of reserves for potential tax liabilities involves the use of estimates and professional judgment. The Company has identified exposures for which they have established a reserve, such as differences in interpretation of tax laws at the federal, state, and local units of government.

RESULTS OF OPERATIONS

Thirteen and Thirty-nine Weeks Ended October 31, 2004 Compared to Thirteen and Thirty-nine Weeks Ended November 2, 2003.

        The Company continues to execute its basic strategy of opening stores in under-served markets that have no competition from national or regional full-line discount retailers. During the third quarter of fiscal 2005 the Company did not open any stores, and converted one ALCO store into an ALCO Market Place store. Three ALCO stores were closed in the current period, and the operations of stores closed in the current and prior year have been reflected as discontinued operations in all periods presented. For the thirty-nine week period ending October 31, 2004, the Company opened five stores, closed six stores, and converted two ALCO stores into ALCO Market Place stores. As of October 31, 2004 over 88% of the Company’s 263 stores are in non-competitive markets.

       Net Sales

        Net sales for the third quarter of fiscal 2005 increased $1,299 or 1.3% to $99,907 compared to $98,608 for the third quarter of fiscal 2004. Same store sales were unchanged when compared with the prior year. The Company believes that sales were unfavorably impacted by higher gasoline prices that affected discretionary consumer spending, along with the absence of federal tax rebates that were distributed to American families during July and August of 2003.

        Net sales for the thirty-nine week period ending October 31, 2004 increased $5,960 or 2.0% to $310,199 compared to $304,239 in the comparable thirty-nine week period of the prior fiscal year. Same store sales were unchanged when compared with the prior year.

       Gross Margin

        Gross margin for the third quarter of fiscal 2005 increased $533 or 1.6% to $34,252 compared to $33,719 in the third quarter of fiscal 2004. Gross margin as a percentage of sales was 34.3% for the third quarter of fiscal 2005 compared to 34.2% for the third quarter of fiscal 2004. The increase in the gross margin percentage was due primarily to lower shrinkage costs and successful efforts by the Company’s logistics department to control freight expenses, despite significantly higher fuel prices. These improvements were partially offset by a shift in sales mix that increased the percentage of sales derived from lower margin consumable products.

        Gross margin for the thirty-nine week period ended October 31, 2004 was $103,711, which was $2,089 or 2.1% higher than last year’s thirty-nine week gross margin of $101,622. As a percent of net sales, gross margin was 33.4% both thirty-nine week periods.

       SG&A

        Selling, general and administrative expense increased $1,143 or 3.7% to $31,906 in the third quarter of fiscal 2005 compared to $30,763 in the third quarter of fiscal 2004. As a percentage of net sales, selling, general and administrative expenses in the third quarter of fiscal 2005 were 31.9%, compared to 31.2% in the third quarter of fiscal 2004. The increase in the selling, general and administrative expense percentage was largely attributable to costs associated with the Company’s engagement of AlixPartners as business advisors. The company also experienced increases in medical insurance and store opening expenses, which were partially offset by lower general insurance, store remodeling, and distribution center costs.

        Selling, general and administrative expense increased $3,036 or 3.3% to $94,259 for the thirty-nine week period ended October 31, 2004 compared to $91,223 for the comparable thirty-nine week period of the prior fiscal year. Selling, general and administrative expense as a percent of net sales was 30.4% for the thirty-nine week period ending October 31, 2004 compared to 30.0% for the thirty-nine week period of the prior fiscal year. The increase in the selling, general and administrative expense percentage was due primarily to higher medical and general insurance costs, along with the consulting expenses described above.

       Depreciation and Amortization

        Depreciation and amortization expense decreased $75 or 4.2% to $1,693 in the third quarter of fiscal 2005 compared to $1,768 in the third quarter of fiscal 2004. Depreciation and amortization expense decreased $321 or 6.0% to $5,051 for the thirty-nine week period ended October 31, 2004 compared to $5,372 in the comparable thirty-nine week period of the prior fiscal year. The decrease is primarily due to stores fixtures and equipment becoming fully depreciated in the current fiscal year on a large number of ALCO stores that were opened in fiscal years 1996 and 1997.

       Operating Income

        Operating income from continuing operations decreased $535 or 45.0% to $653 in the third quarter of fiscal 2005 compared to $1,188 in the third quarter of fiscal 2004. The decrease resulted from costs associated with the engagement of the consulting firm of AlixPartners, which reduced operating income by $520, and by higher medical insurance expenses, which reduced operating income by $248. Operating income from continuing operations as a percentage of net sales was 0.7% in the thirteen week period ending October 31, 2004 compared to 1.2% for the thirteen week period of the prior fiscal year.

        Operating income from continuing operations decreased $626 or 12.5% to $4,401 for the thirty-nine week period ended October 31, 2004 compared to $5,027 in the comparable thirty-nine week period of the prior fiscal year. The decrease was attributable to items described above in the third quarter, and higher general insurance expenses. These were partially offset by lower store opening, remodeling, and distribution center costs. Operating income from continuing operations as a percentage of net sales was 1.4% in the thirty-nine week period ending October 31, 2004 compared to 1.7% for the thirty-nine week period of the prior fiscal year.

       Interest Expense

        Interest expense increased $11 or 3.1% to $368 in the third quarter of fiscal 2005 compared to $357 in the third quarter of fiscal 2004. The increase was due to a $49 accrual related to an Internal Revenue Service audit. Interest expense decreased $146 or 13.6% to $929 for the thirty-nine week period ended October 31, 2004 compared to $1,075 in the comparable thirty-nine week period of the prior fiscal year. The reduction in interest expense was due primarily to lower levels of borrowing for the thirty-nine week periods of fiscal 2004.

       Income Taxes

        The Company’s effective tax rate for the third quarter of fiscal 2005 was 26.3%, compared to 36.2% in the third quarter of fiscal 2004. During the third quarter of this year, legislation was passed to reinstate the work opportunity tax credit, and the Company adjusted its tax provision to reflect this change.

        For the thirty-nine week period ending October 31, 2004, the Company’s effective tax rate was 37.0%, compared to 36.2% for the thirty-nine week period of the prior fiscal year. The Company expects its effective tax rate to be 37% for the full fiscal year.

       Earnings from Continuing Operations

        Earnings from continuing operations for the third quarter of fiscal 2005 were $210, a decrease of $320 or 60.4% from the earnings from continuing operations of $530 for the third quarter of fiscal 2004. The decrease resulted from costs associated with the engagement of the consulting firm of AlixPartners, which reduced earnings by $328, and by higher medical insurance expenses, which reduced earnings by $157.

        Earnings from continuing operations for the thirty-nine week period ended October 31, 2004 were $2,187, a decrease of $333 or 13.2% compared to $2,520 in the comparable thirty-nine week period of the prior fiscal year. The decrease was attributable to items described above in the third quarter, and higher general insurance expenses which reduced earnings by $469. These were partially offset by lower store opening, remodeling, and distribution center costs.

       Loss from Discontinued Operations

        Loss from discontinued operations, net of income tax, was $256 in the third quarter of fiscal 2005, compared to a loss of $7 in the third quarter of fiscal 2004. The increase in Loss from discontinued operations was the result of closing three ALCO stores in the third quarter of fiscal 2005, compared to no store closings in the prior fiscal year. The operations of closed stores have been reflected as discontinued operations in all periods presented.

        Loss from discontinued operations, net of income tax, was $358 for the thirty-nine week period ended October 31, 2004, compared to earnings of $160 in the comparable thirty-nine week period of the prior fiscal year. The decrease in earnings from discontinued operations was impacted by store closing costs in the current fiscal year, and by the gain on the sale of a store building in the prior year that increased earnings by $259, or $0.06 per diluted share.

       Net Earnings

        Net loss for the third quarter of fiscal 2005 was $46, a decrease of $569 or 108.8% from the net earnings of $523 in the third quarter of fiscal 2004. Diluted net loss per share for the third quarter of fiscal 2005 was $0.01, a decrease of $0.13, or 108.3% from the diluted net earnings per share of $0.12 in the third quarter of fiscal 2004.

        Net earnings for the thirty-nine week period ended October 31, 2004 were $1,829, an decrease of $851 or 31.8% compared to $2,680 in the comparable thirty-nine week period of the prior fiscal year. Diluted net earnings per share for the thirty-nine week period ended October 31, 2004 were $0.41, a decrease of $0.21 or 33.9% compared to $0.62 per share in the comparable thirty-nine week period or the prior fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

        The Company’s primary sources of funds are cash flows from operations, borrowings under its revolving loan credit facility, mortgage financing and vendor trade credit financing (increases in accounts payable).

        At October 31, 2004 working capital (defined as current assets less current liabilities) was $104,907 compared to $89,461 at the end of fiscal 2004.

        The Company has a loan agreement with its lenders that provides a revolving loan credit facility of up to $70,000 of long-term financing. The amount advanced (through a note or letters of credit) to the Company under the credit facility bears interest at (i) the prime rate plus a margin, as defined, which varies based on the amount outstanding (Base Loan) or (ii) based on the Euro dollar rate plus a margin, as defined, (Index Loan). Based upon its projected financial requirements, the Company uses a combination of short term Euro dollar contracts and borrowing at prime. The amount advanced is generally limited to 70% of eligible inventory, as defined in the loan agreement. Advances are secured by a security interest in the Company’s inventory. The loan agreement contains various restrictions that are applicable when outstanding borrowings reach certain thresholds, including limitations on additional indebtedness, acquisitions of assets and payment of dividends. The loan agreement expires on April 15, 2006. As of October 31, 2004, the Company has borrowed $18,087 under this facility. The lender had also issued letters of credit aggregating $3,234 at such date on behalf of the Company.

        Cash (used in) provided by operating activities in the thirty-nine week period of fiscal 2005 and 2004 was ($6,077) and $51 respectively. The decrease in the amount of cash provided by operating activities in the thirty-nine week period of fiscal 2005 compared to the thirty-nine week period of fiscal 2004 was primarily due to a increase in receivables, prepaid expenses, and other liabilities, a smaller increase in accounts payable, and a larger decrease in income taxes payable.

        Total anticipated cash payments for acquisition of property and equipment in fiscal 2005, principally for improvements, store buildings and store and warehouse fixtures and equipment are approximately $8,000. Cash used in investing activities (including acquisitions and remodeling) in the thirty-nine week period of fiscal 2005 and 2004 totaled $4,952 and $2,964, respectively, which were used primarily for those same purposes.

        The Company generated cash from financing activities in the thirty-nine week period of fiscal 2005 and 2004 of $13,076 and $4,498 respectively. Borrowings on the revolving loan generated $13,129 during the thirty-nine week ended October 31, 2004, compared to $5,468 during the thirty-nine week period of the prior fiscal year. Five thousand shares of Common Stock was repurchased and retired during the thirty-nine week period of fiscal 2005 for $80, and cash of $658 was used to purchase and retire 69,300 shares of Common Stock during the thirty-nine week period of fiscal 2004. The Board of Directors of the Company has authorized the Company to repurchase up to 1,411,000 shares, of which 1,084,600 shares had been purchased as of October 31, 2004. The Company continues to evaluate the timing and pricing of future share repurchases.

BUSINESS OPERATIONS AND SEGMENT INFORMATION

        The Company’s business activities include operation of ALCO discount stores in towns with populations which are typically less than 5,000 not served by other regional or national full-line discount chains and Duckwall variety stores that offer a more limited selection of merchandise which are primarily located in communities of less than 2,500 residents.

        For financial reporting purposes, the Company has established two operating segments: “ALCO Discount Stores”, and “All Other”, which includes the Duckwall variety stores and other business activities, such as general office, warehouse and distribution activities.

Income from operations as reflected in the above segment information has been determined differently than income from operations in the accompanying consolidated statements of operations as follows:

A reconciliation of the segment information to the amounts reported in the consolidated financial statements is presented below:

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INSTRUMENTS ENTERED INTO OTHER THAN FOR TRADING - INTEREST RATE RISK

        The Company is exposed to various types of market risk in the normal course of its business, including the impact of interest rate changes. The Company may enter into interest rate swaps to manage its exposure to interest rate changes, and we may employ other risk management strategies, including the use of foreign currency forward contracts. The Company does not currently hold any derivative instruments and would enter into such instruments solely for cash flow hedging purposes and not for trading purposes.

        As described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources,” the Company has a variable interest rate debt facility that is subject to interest rate risk. The Company uses this facility to meet the short-term needs of its capital improvements and inventory purchases. These obligations expose the Company to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases. Conversely, if interest rates decrease, interest expense also decreases. Based on amounts outstanding under this facility as of October 31, 2004, the Company does not consider its exposure to interest rate risk to be material.

ITEM 4. CONTROLS AND PROCEDURES

        As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of Company management, including the Company’s President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, the Company’s President and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective in all material respects to provide reasonable assurance that information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

        There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended October 31, 2004 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX