DILLARD'S, INC. — Registration Form 2007

Nov 27, 2007

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 2007

REGISTRATION NO. 33-_____

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DILLARD’S, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	71-0388071
(State
or Other Jurisdiction of Incorporation
or organization)	(I.R.S.
Employer Identification
No.)

1600 CANTRELL ROAD

LITTLE ROCK, ARKANSAS 72201

501-376-5200

(Address of Principal Executive Offices)

_______

DILLARD’S, INC. RETIREMENT PLAN TRUST

(formerly, the Dillard Department Stores, Inc. Retirement Plan)

(Full title of the plan)

_______

JAMES I. FREEMAN

SENIOR VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER

DILLARD’S, INC.

1600 CANTRELL ROAD

LITTLE ROCK, ARKANSAS 72201

501-376-5200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______

With a copy to:

ROBERT T. SMITH

FRIDAY, ELDREDGE & CLARK, LLP

400 WEST CAPITOL, SUITE 2000

LITTLE ROCK, ARKANSAS 72201

501-376-2011

CALCULATION OF REGISTRATION FEE

| TITLE
OF SECURITIES
TO BE
REGISTERED | MAXIMUM AMOUNT
TO BE REGISTERED
(1) | AGGREGATE OFFERING
PRICE PER
SHARE (2) | PROPOSED AMOUNT
OF OFFERING PRICE
(2) | PROPOSED MAXIMUM REGISTRATION FEE |
| --- | --- | --- | --- | --- |
| Class
A Common Stock, par
value $.01 per share | 3,000,000
shares | $ 18.14 | $ 54,420,000 | $ 1,670.69 |

(1) Pursuant to Rule 416(a) the number of shares of Common Stock registered hereunder includes such indeterminate number of additional shares of Common Stock as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of $18.14 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on November 23, 2007.

Item 3. Incorporation of Documents by Reference.

REGISTRATION OF ADDITIONAL SECURITIES

Dillard's, Inc. (the "Company") is hereby registering 3,000,000 additional shares of its common stock, par value $.01 per share (the "Common Stock"), for issuance under the Dillard's, Inc. Retirement Plan Trust (formerly known as the Dillard Department Stores, Inc. Retirement Plan ) which shares may be either newly issued by the Company or purchased in open market transactions. A registration statement on Form S-8 (Registration No. 33-42553) (the "Prior Registration Statement") as filed with the Securities and Exchange Commission on August 30, 1991, relating to the same class of securities and the same employee benefit plan are currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters regarding shares of Common Stock will be passed upon for the Company by Friday, Eldredge & Clark, LLP. William H. Sutton, the former managing partner of Friday, Eldredge & Clark, LLP, and a current director of the Company, beneficially owns or has the right to acquire 59,382 shares of Common Stock.

Item 8. Exhibits.

Number	Description
4.1	Restated
Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter
ended
August 1, 1992 in 1-6140).
4.2	Amended
&
Restated By-Laws, as currently in effect.
5.1	Opinion
of Friday, Eldredge & Clark, LLP, regarding Common
Stock.
5.2	Internal
Revenue Service Determination Letters.
23.1	Consent
of Friday, Eldredge & Clark, LLP (included in the opinion filed as
Exhibit 5.1).
23.2	Consent
of Independent Registered Public Accounting
Firm.

Item 9. Undertakings.

The undersigned registrant hereby undertakes to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Pulaski, State of Arkansas, this 27th day of November, 2007.

| DILLARD'S,
INC. | |
| --- | --- |
| By: | /s/
James I. Freeman |
| Name: James
I. Freeman | |
| Title: Senior
Vice President and Chief | |
| Financial
Officer | |

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	TITLE	DATE
/s/
William Dillard	Chief
Executive Officer and Director	November
17, 2007
William
Dillard II	(Principal
Executive Officer)
/s/
Alex Dillard	President
and Director	November
17, 2007
Alex
Dillard
/s/
Mike Dillard	Executive
Vice	November
17, 2007
Mike
Dillard	President
and Director
/s/
Drue Corbusier	Executive
Vice	November
17, 2007
Drue
Corbusier	President
and Director
/s/
James I. Freeman	Senior
Vice President
James
I. Freeman	and
Chief Financial
Officer and Director	November
17, 2007
/s/ J.C.
Watts, Jr.	Director	November
17, 2007
J.C.
Watts, Jr.
/s/
Will D. Davis	Director	November
17, 2007
Will
D. Davis
/s/
Robert C. Connor	Director	November
17, 2007
Robert
C. Connor
/s/
William H. Sutton	Director	November
17, 2007
William
H. Sutton
/s/
Warren A. Stephens	Director	November
17, 2007
Warren
A. Stephens
/s/
John Paul Hammerschmidt	Director	November
17, 2007
John
Paul Hammerschmidt
/s/
Peter R. Johnson	Director	November
17, 2007
Peter
R. Johnson

EXHIBIT INDEX

Number	Description
4.1	Restated
Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter
ended
August 1, 1992 in 1-6140).
4.2	Amended
&
Restated By-Laws, as currently in effect.
5.1	Opinion
of Friday, Eldredge & Clark, LLP, regarding Common
Stock.
5.2	Internal
Revenue Service Determination Letters.
23.1	Consent
of Friday, Eldredge & Clark, LLP (included in the opinion filed as
Exhibit 5.1).
23.2	Consent
of Independent Registered Public Accounting
Firm.