DILLARD'S, INC. — Director's Dealing 2006

Jan 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DILLARDS INC (DDS)
CIK: 0000028917
Period of Report: 2006-01-20

Reporting Person: DILLARD WILLIAM T II (Director, CEO, Chairman of Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-13	Common Class A	G	900	—	Disposed	656085	Direct
2006-01-20	Common Class A	M	150000	$25.125	Acquired	816422	Direct
2006-01-20	Common Class A	F	146826	$25.95	Disposed	669596	Direct
2006-01-20	Common Class A	M	300000	$24.01	Acquired	969596	Direct
2006-01-20	Common Class A	F	285197	$25.95	Disposed	684399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-20	Employee Stock Option	$25.125	M	150000	Disposed	2006-02-05	Common Class A (150000)	Direct
2006-01-20	Employee Stock Option	$25.95	F	146826	Acquired	2006-02-06	Common Class A (146826)	Direct
2006-01-20	Employee Stock Option	$24.01	A	300000	Disposed	2009-05-14	Common Class A (300000)	Direct
2006-01-20	Employee Stock Option	$25.125	F	285197	Acquired	2006-02-05	Common Class A (285197)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Dillard's Capital Trust 1 7.5% Capital Securities	64250	Direct
Common Class A - Retirement Plan	79710	Direct
Common Class A	41496	Direct
Common Class B	3985776	Direct

Footnotes

F1: Col 5 includes 10,337 shares of Class A acquired under Rule 16(b)-3(c).

F2: Gift