DILLARD'S, INC. — Director's Dealing 2009

Jul 14, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DILLARDS INC (DDS)
CIK: 0000028917
Period of Report: 2009-02-03

Reporting Person: SCHROEDER PAUL J JR (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-03	Common Class A	A	53	$4.40	Acquired	66104	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Class A - Retirement Plan	8317	Direct

Footnotes

F1: Represents an aquisition of Class A Common Stock from contributions to the Dillard's, Inc "Stock Purchase Plan". Effective January 1, 2008, the Issuer's qualified defined contribution retirement plan was amended and, accordingly, subsequent to that date the Stock Purchase Plan no longer meets all of the requirements for an "Excess Benefit Plan" under which transactions are generally exempt from reporting pursuant to Rules16b-3(c) and 16a-3(f)(1)(i)(B) under the Securities Exchange Act of 1934 ( the "Act"). Such aquisistions, however, continue to be exempt from potential liability under Section 16(b) of the Act pursuant to Rule 16b-3(d) under the Act.