DILLARD'S, INC. — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DILLARDS INC (DDS)
CIK: 0000028917
Period of Report: 2012-12-05

Reporting Person: FREEMAN JAME I (Director, Senior VP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Class A	S	2400	$84.03	Disposed	518866	Direct
2012-12-06	Common Class A	S	12255	$84.03	Disposed	506611	Direct
2012-12-07	Common Class A	S	60245	$84.28	Disposed	446366	Direct
2012-12-07	Common Class A	S	100	$85.01	Disposed	446266	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Class A - Retirement Plan	20096	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.00 to $84.17, inclusive. The reporting person undertakes to provide to Dillard's, Inc., any security holder of Dillard's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), and (4).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.00 to $84.17, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.00 to $84.99, inclusive.