Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 31, 2009, Duckwall-ALCO Stores, Inc. (the "Company") executed Addendums to certain Employment Agreements, incorporated into this Item 5.02 by reference, related to the employment of certain Company officers.

The Addendum to the Employment Agreement of Lawrence J. Zigerelli, the Company's Chief Executive Officer and President, allows Mr. Zigerelli certain benefits if Mr. Zigerelli is terminated due to a Change of Control of the Company as defined in the Company's Incentive Stock Option Plan of 2003. In the event that Mr. Zigerelli is terminated due to a Change of Control, he is to be paid one additional year of base salary, which base salary is equal to $400,000, he shall be paid all earned benefits and earned obligations and the Company shall continue his benefits coverage for 90 days after the date of termination. The amounts paid to Mr. Zigerelli under this Addendum shall be paid in accordance with Internal Revenue Code Section 409A. If Mr. Zigerelli violates any non-compete provision then in affect under his Employment Agreement, the compensation provided due to a Change of Control shall be reduced by the amount of compensation that Mr. Zigerelli receives from other employment. The compensation and benefits paid to Mr. Zigerelli under this Addendum to his Employment Agreement are similar to the Change of Control provisions under the other executive officer's employment agreements.

The Company entered into a similar Employment Agreement Addendum, incorporated into this Item 5.02 by reference, with Jane Gilmartin, the Company's Executive Vice President-Chief Operating Officer, effective as of May 31, 2009. The Addendum to Ms. Gilmartin's Employment Agreement allows Ms. Gilmartin certain benefits if Ms. Gilmartin is terminated due to a Change of Control of the Company as defined in the Company's Incentive Stock Option Plan of 2003. In the event that Ms. Gilmartin is terminated due to a Change of Control, she is to be paid one additional year of base salary, which base salary is equal to $325,000, she shall be paid all earned benefits and earned obligations and the Company shall continue her benefits coverage for 90 days after the date of termination. The amounts paid to Ms. Gilmartin under this Addendum shall be paid in accordance with Internal Revenue Code Section 409A. If Ms. Gilmartin violates any non-compete provision then in affect under her Employment Agreement, the compensation provided due to a Change of Control shall be reduced by the amount of compensation that Ms. Gilmartin receives from other employment. The compensation and benefits paid to Ms. Gilmartin under this Addendum to her Employment Agreement are similar to the Change of Control provisions under the other executive officer's employment agreements.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is an Addendum to Employment Agreement effective as of May 31, 2009, between the Company and Mr. Zigerelli. Attached as Exhibit 99.2, and incorporated into this Item 7.01 by reference, is an Addendum to Employment Agreement effective as of May 31, 2009, between the Company and Ms. Gilmartin.

Item 9.01. Exhibits.

(d) Exhibits

99.1 Addendum to Employment Agreement effective as of May 31, 2009 between the Company and Mr. Zigerelli.

99.2 Addendum to Employment Agreement dated May 31, 2009 between the Company and Ms. Gilmartin.

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