SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549
___________________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(Amendment No. 3)

Duckwall-Alco Stores, Inc. 
- --------------------------------
(NAME OF ISSUER)

Common Stock, par value $.01 per share 
- ----------------------------------------
(TITLE OF CLASS OF SECURITIES)

264142100 
- ---------------------------------
(CUSIP NUMBER)

Mr. Robert L. Woodard
Kansas Public Employees
 Retirement System
400 SW 8th, Suite 200
Topeka, KS  66603-3925
(913) 296-6666

Mr. William J. Morgan
Pacholder Associates, Inc.
8044 Montgomery Road, 
Suite 382
Cincinnati, OH  45236
(513) 985-3200

Mr. Brian P. Murphy
Portfolio Advisors, Inc.
2701 Summer Street, 
Suite 200
Stamford, CT  06905
(203) 363-2270
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO 
RECEIVE NOTICES AND COMMUNICATIONS)
October 15, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ] .
Check the following box if a fee is being paid with this statement [ ] .
1. NAME OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Kansas Public Employees Retirement System; IRS Tax ID #48-0944170

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [X]
	                                                             (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
	00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                         [ ] Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Kansas
7. SOLE VOTING POWER
	None
8. SHARED VOTING POWER
	1,017,134
9. SOLE DISPOSITIVE POWER
	None
10.     SHARED DISPOSITIVE POWER
	1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,017,134
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                       [ ] Not Applicable 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
	EP
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	K.D.F. a Massachusetts Nominee Partnership; IRS Tax ID #48-0930440

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]
	                                                   (b) [ ] 
3.SEC USE ONLY
4. SOURCE OF FUNDS*
	00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                        [ ] Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Massachusetts
7. SOLE VOTING POWER
	None
8. SHARED VOTING POWER
	None
9. SOLE DISPOSITIVE POWER
	None
10. SHARED DISPOSITIVE POWER
	None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                            [ ] Not Applicable 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%
14. TYPE OF REPORTING PERSON*
	PN
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Pacholder Associates, Inc.; IRS Tax ID #31-1089398
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) [X]
	                                                      (b) [ ] 
3. SEC USE ONLY

4. SOURCE OF FUNDS*
	00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) OR 2(e)         [ ] Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Ohio
7. SOLE VOTING POWER
	None
8. SHARED VOTING POWER
	1,017,134
9. SOLE DISPOSITIVE POWER
	None
10. SHARED DISPOSITIVE POWER
	1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,017,134
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                         [ ] Not Applicable 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
	IA, CO


1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Portfolio Advisors, Inc.; IRS Tax ID #06-1393720
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) [X]
	                                                      (b) [ ] 
3. SEC USE ONLY

4. SOURCE OF FUNDS*
	00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                    [ ] Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
7. SOLE VOTING POWER
	None
8. SHARED VOTING POWER
	1,017,134
9. SOLE DISPOSITIVE POWER
	None
10. SHARED DISPOSITIVE POWER
	1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,017,134
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*                                [ ] Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
	IA, CO

  This Statement on Schedule 13D is a joint filing by the Kansas Public 
Employees Retirement System ("KPERS"), K.D.F, a Massachusetts Nominee 
Partnership ("KDF"), Pacholder Associates, Inc. ("PAI") and Portfolio 
Advisors, Inc. ("Portfolio"). This filing is an amendment to a joint 
filing dated September 18, 1996 by KPERS, KDF, PAI and Portfolio.
Item 1.  Security and Issuer
    This Schedule 13D relates to the common stock of Duckwall-Alco 
Stores, Inc. (the "Company"), par value $.01 per share.  The address of 
the Company's 
principal office is 401 Cottage Street, Abilene, Kansas  67410.
Item 2.  Identity and Background
    (a-c,f)  This Schedule 13D is filed by KPERS, KDF, PAI and 
Portfolio.  KPERS is an instrumentality of the State of Kansas with a 
business address of 400 Southwest Eighth Avenue, Suite 200, Topeka, KS  
66603-3925.  KPERS is an umbrella organization which administers funds 
for members of participating public employers to provide for their 
retirement, death or termination of employment.  KDF is a nominee 
partnership, acting by and on behalf of KPERS as its nominee.  KDF's 
address is c/o Boston Safe Deposit & Trust Co., One Cabot Road, Medford, 
MA  02155.  The business address of KDF's partners is the same as that 
of KDF.  PAI is a corporation organized under the laws of the State of 
Ohio and its business address is Bank One Towers, 8044 Montgomery Road, 
Suite 382, Cincinnati, OH  45236.  PAI is engaged in business as a 
registered investment advisor.  Portfolio is a corporation organized 
under the laws of the State of Delaware and its business address is 760 
Hopmeadow Street, P.O. Box 689, Simsbury CT 06070-0689. Portfolio is 
engaged in business to render investment advisory services.
    Pursuant to an Investment Advisory Agreement (the "Agreement") dated 
August 7, 1996 between KPERS, PAI, and Portfolio (incorporated by 
reference as Schedule A to Amendment No. 1 on Schedule 13-D filed by 
KPERS, KDF, PAI and Portfolio on September 18, 1996), PAI and Portfolio 
are responsible for managing KPERS's investment in the Company.  Under 
the terms of the Agreement, KPERS, PAI and Portfolio have shared voting 
and dispositive power over securities beneficially owned by KPERS and 
held of record by KDF, a nominee without dispositive powers.
    (d)  During the last five years neither KPERS, KDF, PAI and 
Portfolio, nor any of their officers, partners, directors or trustees 
have been convicted in a criminal proceeding (excluding traffic 
violations or similar misdemeanors).
    (e)  During the last five years neither KPERS, KDF, PAI nor 
Portfolio, nor any of their officers, partners, directors or trustees 
were a party to a civil proceeding as a result of which a judgment or 
final order was entered enjoining future violations of, or prohibiting 
or mandating activities subject to, federal or state securities laws.
Item 3.  Source and Amounts of Funds and Other Consideration
    No funds have been used in the acquisition of beneficial ownership 
by the parties since the reorganization on May 29, 1991 (see Item 4 
below).
Item 4.  Purpose of Transaction
    On October 15, 1996, PAI, Portfolio and KPERS sold 154,203 common 
shares of the Company owned by KPERS in connection with a public 
offering by the Company.  This sale, combined with the sale of newly 
issued common shares by the Company, reduced KPERS' fully-diluted 
ownership percentage from 27.9% to 19.2%.  Except as mentioned above, 
PAI, Portfolio and KPERS have no plans or proposals which relate to or 
would result in any of the following.
	(a)  The acquisition or disposition of the securities of the 
Company;
	(b)  An extraordinary corporate transaction, such as a merger, 
reorganization or liquidation, involving the Company or any of its 
subsidiaries;
	(c)  A sale or transfer of a material amount of assets of the 
Company or any of its subsidiaries;
	(d)  Any change in the present board of directors or 
management of the Company, including any plans or proposals to change 
the number or term of directors or to fill any existing vacancies on the 
board;
	(e)  Any material change in the present capitalization or 
dividend policy of the Company;
	(f)  Any other material change in the Company's business or 
corporate 
structure;
	(g)  Changes in the Company's charter, bylaws or instruments 
corresponding thereto or other actions which may impede the acquisition 
or control of the 
issues by any person;
	(h)  Causing a class of securities of the Company to be 
delisted from a 
national securities exchange or to cease to be authorized to be quoted 
in an interdealer quotation system of a registered national securities 
association;
	(i)  A class of equity securities of the Company becoming 
eligible for termination of registration pursuant to Section 12(g)(4) of 
the Act; or 
	(j)  any action similar to any of those enumerated above.
Item 5.  Interest in Securities of the Company
	(a)  Pursuant to the Agreement, KPERS, PAI and Portfolio must 
jointly agree on any voting or dispositive action on securities 
beneficially owned by KPERS.  Currently, KPERS, PAI and Portfolio 
beneficially own 1,017,134 common shares, or 20.0% of all issued and 
outstanding common shares.  This represents 19.2% ownership on a fully-
diluted basis.  
	(b)  KPERS, PAI and Portfolio share the power pursuant to the 
Agreement (i) to cause KDF to dispose of the 1,017,134 common shares; 
and (ii) to vote any common shares currently owned.  
	(c)  None.
	(d)  None.
	(e)  None.
Item 6.  Contracts, Arrangements, Understandings or Relationships With 
Respect to Securities of the Issuer
	Information respective to Item 6 is set forth in Item 2 above.



SIGNATURE


	After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this Statement 
is true, complete and correct.

                              						KANSAS PUBLIC EMPLOYEES
 					                           	  RETIREMENT SYSTEM



		                              				October 21, 1996			
			                              			Date



		                              				/s/Robert L. Woodard		
				                              		Signature



			                              			Chief Investment Officer	
		                              				Title


			                              			KDF, A MASSACHUSETTS NOMINEE 	
				                            		  PARTNERSHIP



			                              			October 21, 1996			
					                              	Date



			                              			/s/Maria Serra			
	                              					Signature



				                              		General Partner			
				                              		Title



				                              		PACHOLDER ASSOCIATES, INC.



				                              		October 21, 1996			
				                              		Date



				                              		/s/William J. Morgan		
				                              		Signature



				                              		President				
				                              		Title


				                              		PORTFOLIO ADVISORS, INC.



				                              		October 21, 1996			
				                              		Date



				                              		/s/Brian P. Murphy		
				                              		Signature



				                              		Director				
			                              			Title