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 (State or other jurisdiction of incorporation or organization) 71-0388071 (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:

David McDaniel

Kutak Rock LLP

124 West Capitol Ave., 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer ýAccelerated filer o

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

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933.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	$56.82	$170,460,000	$19,756.31

(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 August 15, 2017.

(3) Calculated pursuant to Section 6(b) of the Securities Act by multiplying .0001159 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 (the "Class A Stock"), 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”). The Registrant previously registered 3,000,000 shares of Class A Stock issuable under the Plan pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2010 (File No. 333-167937) (the “2010 S-8”). The Registrant registered an additional 3,000,000 shares of Class A Stock issuable under the Plan pursuant to a Registration Statement on Form S-8 filed with the Commission on March 23, 2012 (File No. 333-181623) (the "2012 S-8"). The Registrant registered an additional 3,000,000 shares of Class A Stock issuable under the Plan pursuant to a Registration Statement on Form S-8 filed with the Commission on March 6, 2015 (File No. 333-202574) (the “2015 S-8” and together with the 2012 S-8 and the 2010 S-8, the “Prior Registration Statements”). The content of the Prior Registration Statements are incorporated herein by reference 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 January 28, 2017 and filed on March 24, 2017, and the Plan’s annual report on Form 11-K for the fiscal year ended December 31, 2016, dated May 31, 2017 and filed on June 6, 2017;    

(b) The Company’s quarterly report for the period ended April 29, 2017, filed on June 6, 2017, and its periodic reports on Form 8-K filed on May 23, 2017 and August 11, 2017; 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. The Company 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.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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, this18^th day of August, 2017.

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, this registration statement has been signed by the following persons in the capacities and on the date indicated. 

SIGNATURE	TITLE	DATE
* William Dillard, II (Principal Executive Officer)	Chairman of the Board and Chief Executive Officer	August 18, 2017
/s/ Chris B. Johnson Chris B. Johnson	Senior Vice President and Co-Principal Financial Officer	August 18, 2017
/s/ Phillip R. Watts Phillip R. Watts	Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer	August 18, 2017
* Alex Dillard	President and Director	August 18, 2017
* Mike Dillard	Executive Vice President and Director	August 18, 2017
* Drue Matheny	Executive Vice President and Director	August 18, 2017
* Frank R. Mori	Director	August 18, 2017
* J.C. Watts, Jr.	Director	August 18, 2017
* Robert C. Connor	Director	August 18, 2017

* Nick White	Director	August 18, 2017
* Warren A. Stephens	Director	August 18, 2017
* H. Lee Hastings, III	Director	August 18, 2017
* Reynie Rutledge	Director	August 18, 2017
* James I. Freeman	Director	August 18, 2017

*By: /s/ Dean L. Worley

Dean L. Worley, Attorney-in-Fact

The Plan. Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have 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 18^th day of August, 2017.

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

EXHIBIT INDEX

Number Description

23.1 Consent of KPMG LLP.

23.2 Consent of Crowe Horwath LLP.

24.1 Power of Attorney (filed herewith).

EX-23.1

EX-23.2

Exhibit 23.2 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 26, 2017, on the financial statements of the Dillard’s, Inc. Investment & Employee Stock Ownership Plan appearing in the 2016 Annual Report on Form 11-K of the Dillard’s, Inc. Investment & Employee Stock Ownership Plan. Crowe Horwath LLP South Bend, Indiana August 18, 2017

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 18^th day of August, 2017.

Signed:	/s/ William Dillard, II
Name:	WILLIAM DILLARD, II
Signed:	/s/ Alex Dillard
Name:	ALEX DILLARD
Signed:	/s/ Mike Dillard
Name:	MIKE DILLARD
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