Securities And Exchange Commission
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934

                                 Amendment No. 5

                                Duane Reade, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   263578106
--------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

        [x]  Rule 13d-1 (b)
        [ ]  Rule 13d-1 (c)
        [ ]  Rule 13d-1 (d)


The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures  provided in a prior cover page. The information in the remainder of
this cover page shall not be deemed to be "filed"  for the purpose of Section 18
of the Securities  and Exchange Act of 1934 ("Act") or otherwise  subject to the
liabilities  of that  section  of the Act but  shall  be  subject  to all  other
provisions of the Act (however, see the Notes).



                                       13G

Cusip No. 263578106
--------------------------------------------------------------------------------

1.   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     Westport Asset Management, Inc. - 06-1087640
     Westport Advisers LLC - 06-1497709

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2.   Check the appropriate box if a member of a group*    (a) [ ]
                                                          (b) [X]

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3.   SEC Use Only

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4.   Citizenship or Place or Organization

     Connecticut
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                    5.  Sole Voting Power
                        790,800
Number of           ------------------------------------------------------------
Shares              6.  Shared Voting Power
Beneficially            1,168,360
Owned By            ------------------------------------------------------------
Each                7.  Sole Dispositive Power
Reporting               790,800
Person              ------------------------------------------------------------
With                8.  Shared Dispositive Power
                        1,763,860
--------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by each Reporting Person

                    2,554,660
--------------------------------------------------------------------------------
10.  Check Box if the aggregate amount in row (9) excludes certain shares [ ]

                    ----
--------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row 9

                    10.63%
--------------------------------------------------------------------------------
12.  Type of Reporting Person*

                    IA
--------------------------------------------------------------------------------




Item 1 (a)      Name of Issuer:
----------      ---------------

                Duane Reade, Inc.

Item 1 (b):     Address of Issuer's Principal Executive Offices:
-----------     ------------------------------------------------

                440 Ninth Avenue
                New York, NY 10001

Item 2 (a):     Name of Person Filing:
-----------     ----------------------

                Westport Asset Management, Inc.

Item 2 (b):     Address of Principal Business Office:
-----------     -------------------------------------

                253 Riverside Avenue
                Westport, CT  06880

Item 2(c):      Citizenship:
----------      ------------

                Connecticut

Item 2(d):      Title of Class of Securities:
----------      -----------------------------

                Common Stock

Item 2 (e):     CUSIP Number:
-----------     -------------

                263578106

Item 3.         If this stated is filed pursuant to Rules 13d-1(b), or
-------         13d-2(b), check whether the person filing is a:
                ------------------------------------------------------------

                (a)  ( )  Broker or Dealer  registered  under  Section 15 of
                          the Act

                (b)  ( )  Bank as defined in Section 3(b)(6) of the Act

                (c)  ( )  Insurance  Company as defined in Section 3(a) (19)
                          of the Act

                (d)  ( )  Investment  Company  registered under Section 8 of
                          the Investment Company Act




                (e)  (X)  Investment Adviser registered under Section 203 of
                          the Investment Advisors Act of 1940

                (f)  ( )  Employee  Benefit  Plan,  Pension  Fund  which  is
                          subject to the Provisions of the Employee  Retire-
                          ment  Income  Security  Act of 1974  or  Endowment
                          Fund; see ss. 240.13d-1 (b)(1)(ii)(F)

                (g)  (X)  Parent  Holding  Company,  in  accordance  with
                          ss. 240.13d-1(b)(ii)(G) (Note: See Item 7)

                (h)  ( )  Group    in    accordance    with    ss. 240.13d-1
                          (b)(1)(ii)(H)

Item 4.         Ownership.
-------         ----------

                (a)  Amount Beneficially owned: 2,554,660 shares

                (b)  Percent of Class: 10.63%

                (c)  Number of shares as to which such person has:

                     (i)   sole power to vote or to direct the vote:
                           790,800

                     (ii)  shared power to vote or to direct the vote:
                           1,168,360

                     (iii) sole power to dispose or to direct the
                           disposition of:
                           790,800

                     (iv)  shared power to dispose or to direct the
                           disposition of:
                           1,763,860




Item 5.         Ownership of Five Percent or Less of a Class
-------         --------------------------------------------

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following ( )

Item 6.         Ownership of More than Five Percent on Behalf of Another Person:
-------         ----------------------------------------------------------------

Westport Asset Management,  Inc. is deemed to be a beneficial owner for purposes
of Rule 13 (d) since it has shared  power to make  decisions  whether to retain,
dispose of the securities of many unrelated clients.  Westport Asset Management,
Inc. does not,  however,  have an economic  interest in the  securities of those
clients. The clients are actual owners of the securities and have the sole right
to receive  and the power to direct the  receipt of  dividends  from or proceeds
from the sale of such  securities.  The Reporting  Person  disclaims  beneficial
ownership of such shares and disclaims the existence of any group.

Westport Asset Management, Inc. owns 50% of Westport Advisors LLC, which is also
an investment  adviser  registered under Section 203 of the Investment  Advisors
Act of 1940.  With  regard  to the  shares  set forth  under  Item 4. (c ) (ii),
Westport  Asset  Management  Inc.  and  Westport  Advisers  LLC are deemed to be
beneficial  owners for purposes of Rule 13 (d) since they both have shared power
to make decisions whether to retain or dispose and vote the securities. Westport
Advisers LLC serves as investment  manager of The Westport  Funds,  mutual funds
which hold such shares in the  ordinary  course of their  business  not with the
purpose  nor with the  effect of  changing  or  influencing  the  control of the
issuer.

Item 7.         Identification and Classification of the Subsidiary Which
-------         acquired the Security Being Reported on By the Parent Holding
                Company.
                ----------------------------------------------------------------

Westport Asset Management,Inc. makes this filing pursuant to Rule 13D-1 (b) (ii)
(G) since it owns 50% of Westport Advisers LLC. Westport Asset Management,  Inc.
is an investment  advisor and Westport Advisors LLC is an investment advisor for
a Series of Public Mutual Funds.

Item 8.         Identification and Classification of Members of the Group.
-------         ----------------------------------------------------------
                N/A

Item 9.         Notice of Dissolution of Group.
-------         -------------------------------
                N/A




Item 10.        Certification
--------        -------------

     By signing  below,  I certify that, to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

Disclaimer
----------

     The  undersigned  expressly  declares  that the filing of this Schedule 13G
shall not be construed  as an admission  that such person is, for the purpose of
Section 13(d) or 13(g) of the Securities  Act of 1934,  the beneficial  owner of
any securities covered by this statement.

     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.

Date  February 12, 2004


                                             Westport Asset Management, Inc.


                                             By /s/ Andrew J. Knuth
                                             -------------------------------
                                             Andrew J. Knuth, Chairman