S-8

Registration No. 333-_____

UNITED STATES

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. INVESTMENT & EMPLOYEE STOCK OWNERSHIP PLAN

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

(Full title of the plan)

_________________________

Dean L. Worley

Vice President, General Counsel, Secretary

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

501-376-5200

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

_________________________

With a copy to:

Daniel L. Heard

Kutak Rock LLP

124 West Capitol, Suite 2000

Little Rock, Arkansas 72201

501-975-3000

_________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount Of Registration Fee (3)
Class A Common Stock, par value $.01 per share	3,000,000 shares	$130.66	$391,980,000	$45,548.08

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), the number of shares of Class A Common Stock registered hereunder includes such indeterminate number of additional shares of Class A Common Stock as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Dillard’s, Inc. Investment & Employee Stock Ownership Plan.

(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices of the shares of the registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 3, 2015.

(3) Calculated pursuant to Section 6(b) of the Securities Act by multiplying .0001162 by the proposed     maximum aggregate offering price (as computed in accordance with Rule 457 under the Securities     Act solely for the purpose of determining the registration fee of the securities registered hereby).

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 3,000,000 shares of Class A Common Stock, par value $0.01 per share, of Dillard’s, Inc. (the “Company” or the “Registrant”) to be issued pursuant to the Dillard’s, Inc. Investment & Employee Stock Ownership Plan (formerly, the Dillard Department Stores, Inc. Retirement Plan) (the “Plan”). Accordingly, the contents of the earlier registration statement on Form S-8 (File No. 333-167937) filed with the United States Securities and Exchange Commission (the “Commission”) on July 1, 2010 are incorporated by reference in this Registration Statement to the extent not modified hereby.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents previously filed or furnished by the Company or the Plan with the Commission are incorporated by reference herein:

(a) The Company’s annual report on Form 10-K for the fiscal year ended February 1, 2014 and filed on March 27, 2014, and the Plan’s annual report on Form 11-K for the fiscal year ended December 31, 2013 and filed on June 3, 2014;    

(b) The Company’s quarterly reports for the periods ended May 3, 2014, August 2, 2014 and November 1, 2014, filed on June 5, 2014, September 4, 2014 and December 1, 2014, respectively, and its periodic reports on Form 8-K filed on April 2, 2014, May 21, 2014, August 22, 2014 and November 21, 2014; and

(c) The description of the Company’s Class A Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on June 8, 1989, and any amendment or report filed with the Commission for the purpose of updating such description.

    All documents subsequently filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is, or is deemed to be, incorporated by reference modifies or supersedes such statement. Any statement modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

Item 8. Exhibits.

See attached exhibit index following the signature page, which is incorporated herein by reference.

SIGNATURES

The Registrant. 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 City of Little Rock, State of Arkansas, this 6^th day of March, 2015.

	DILLARD’S, INC.
By:	/s/ Dean L. Worley
Name:	Dean L. Worley
Title:	Vice President, General Counsel, Secretary

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
*	Chief Executive Officer and	March 6, 2015
William Dillard, II (Principal Executive Officer)	Director
/s/ Chris B. Johnson	Principal Vice President	March 6, 2015
Chris B. Johnson (Co-Principal Financial Officer)
/s/ Phillip R. Watts	Principal Vice President	March 6, 2015
Phillip R. Watts
(Principal Accounting Officer and Co-Principal Financial Officer)
*	President and Director	March 6, 2015
Alex Dillard
*	Executive Vice President and	March 6, 2015
Mike Dillard	Director
*	Executive Vice President and	March 6, 2015
Drue Matheny	Director
*	Director	March 6, 2015
Frank R. Mori

*	Director	March 6, 2015
J.C.Watts, Jr.
*	Director	March 6, 2015
Robert C. Connor
*	Director	March 6, 2015
Nick White
*	Director	March 6, 2015
Warren A. Stephens
*	Director	March 6, 2015
H. Lee Hastings, III
*	Director	March 6, 2015
Reynie Rutledge
*	Director	March 6, 2015
James I. Freeman

*By:    /s/ Dean L. Worley    

Dean L. Worley, Attorney-in-Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, this 6^th day of March, 2015.

	DILLARD'S, INC. INVESTMENT & EMPLOYEE STOCK OWNERSHIP PLAN
By:	/s/ Dean L. Worley
Name:	Dean L. Worley
Title:	Administrator

EXHIBIT INDEX

Number	Description
5.1	Opinion of Kutak Rock, LLP.
5.2	In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby confirms that it has submitted the Plan and undertakes that it will submit all amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner, and that it has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
23.1	Consent of Kutak Rock, LLP (included in the opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP.
23.3	Consent of Crowe Horwath LLP.
24.1	Power of Attorney (filed herewith).

EX-5.1

Exhibit 5.1

March 6, 2015

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

Re: REGISTRATION ON FORM S-8 OF SHARES OF CLASS A COMMON STOCK PAR VALUE $.01 PER SHARE, OFFERED PURSUANT TO THE DILLARD’S, INC. INVESTMENT & EMPLOYEE STOCK OWNERSHIP PLAN

Ladies and Gentlemen:

We are acting as counsel to Dillard’s, Inc., a Delaware corporation (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, of up to 3,000,000 shares (the “Shares”) of Class A Common Stock, par value $.01 per share, of the Company issuable under the Dillard’s, Inc. Investment & Employee Stock Ownership Plan (the “Plan”).

We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, we are of the opinion that the Shares to be offered and sold, when issued and delivered in accordance with the terms and provisions of the Plan, against receipt of the consideration provided for therein, will be validly issued, fully paid, and nonassessable.

In rendering this opinion, we have (i) assumed and have not independently verified (a) the due authorization, execution and delivery of the Plan, (b) that all signatures on all certificates and other documents examined by us are genuine, and that, where any such signature purports to have been made in a corporate, governmental or other capacity, the person who affixed such signature to such certificate or other document had authority to do so, and (c) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies and (ii) as to certain factual matters, relied upon certificates of public officials and of the Company and its officers and have not independently checked or verified the accuracy of the factual statements contained therein. In addition, our examination of matters of law has been limited to the General Corporation Law of the State of Delaware and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws and the federal laws of the United States of America and reported judicial decisions interpreting such laws, in each case as in effect on the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is furnished to you in connection with the filing of the Registration Statement on Form S-8.

Very truly yours,

/s/ Kutak Rock LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Dillard’s, Inc.:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting in Dillard’s, Inc. Form 10-K for the fiscal year ended February 1, 2014 and incorporated herein by reference.

/s/KPMG LLP

Dallas, Texas
March 6, 2015

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Dillard’s, Inc. of our report dated May 30, 2014, on the financial statements of the Dillard’s, Inc. Investment & Employee Stock Ownership Plan appearing in the 2013 Annual Report on Form 11-K of the Dillard’s, Inc. Investment & Employee Stock Ownership Plan.

	Crowe Horwath LLP
Oak Brook, Illinois
March 5, 2015

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or officer, or both, of Dillard’s, Inc. (“Dillard’s”), acting pursuant to authorization of the Board of Directors of Dillard’s, hereby appoints Dean L. Worley, Chris B. Johnson and Phillip R. Watts, or any one of them, attorneys-in-fact and agents for me and in my name and on my behalf, individually and as a director or officer, or both, of Dillard’s, to sign a Registration Statement on Form S-8, together with all necessary exhibits, and any amendments (including post effective amendments) and supplements thereto, to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to (i) the issuance and sale of up to 3,000,000 shares of Class A Common Stock, $.01 par value, of Dillard’s to be issued and delivered in accordance with the Dillard’s, Inc. Investment & Employee Stock Ownership Plan (formerly, the Dillard Department Stores, Inc. Retirement Plan) (the “Plan”); and (ii) an indeterminate number of interests to be offered or sold pursuant to the Plan, and generally to do and perform all things necessary to be done in connection with the foregoing as fully in all respects as I could do personally.

Executed as of the 26^th day of February, 2015.                         

Signed:	/s/ William Dillard, II
Name:	WILLIAM DILLARD, II
Signed:	/s/ Alex Dillard
Name:	ALEX DILLARD
Signed:	/s/ Mike Dillard
Name:	MIKE DILLARD (as of March 4, 2015)
Signed:	/s/ Drue Matheny
Name:	DRUE MATHENY
Signed:	/s/ Frank R. Mori
Name:	FRANK R. MORI
Signed:	/s/ J.C. Watts, Jr.
Name:	J.C. WATTS, JR.
Signed:	/s/ Robert C. Connor
Name:	ROBERT C. CONNOR
Signed:	/s/ Nick White
Name:	NICK WHITE
Signed:	/s/ Warren A. Stephens
Name:	WARREN A. STEPHENS

Signed:	/s/ H. Lee Hastings, III
Name:	H. LEE HASTINGS, III
Signed:	/s/ Reynie Rutledge
Name:	REYNIE RUTLEDGE
Signed:	/s/ James I. Freeman
Name:	JAMES I. FREEMAN