8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                     _______________________

                            FORM 8-K

                         CURRENT REPORT
                     _______________________


             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                          May 12, 1997
        DATE OF REPORT (Date of earliest event reported)


                 DILLARD DEPARTMENT STORES, INC.
     (Exact name of registrant as specified in its charter)



     DELAWARE            1-6140             71-0388071
 (State or other        (Commission       (IRS Employer
 jurisdiction of        File Number)      Identification
  incorporation)                             Number)         


        1600 Cantrell Road, Little Rock, Arkansas  72201
            (Address of principal executive offices)
                           (Zip Code)

                         (501) 376-5200
      (Registrant's telephone number, including area code)



Item 5.   Other Events

     Pursuant to the terms and conditions of a Pricing Agreement
between Registrant and Morgan Stanley & Co. Incorporated dated May
12, 1997, Registrant will issue on or about May 15, 1997 its 7.75%
Notes limited to $100,000,000 aggregate principal amount maturing
on May 15, 2027.  The Notes are not subject to redemption prior to
the maturity date.  

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

     Exhibit 1(g)   Pricing Agreement dated May 12, 1997 between
                    Dillard Department Stores, Inc. and Morgan
                    Stanley & Co. Incorporated

     Exhibit 4(4)   Form of 7.75% Note


     

                            SIGNATURE

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              DILLARD DEPARTMENT STORES, INC.
                                   (Registrant)


                              By:  /s/ James I. Freeman                      
                                   James I. Freeman
                                   Senior Vice President and Chief
                                   Financial Officer

                                                

Date:  May 13, 1997
                   


                          Exhibit Index


                      Exhibits to Form 8-K



  Number in                        
Exhibit Table       Exhibit        


    1(g)            Pricing Agreement dated
                    May 12, 1997 between the
                    Registrant and Morgan Stanley
                    & Co. Incorporated

 
    4(h)            Form of 7.75% Note

EX-1

                        Pricing Agreement

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036
                                                     May 12, 1997

Dear Sirs:

     Dillard Department Stores, Inc. (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statements on Form S-3 (Nos. 33-64355
and 333-26343) (the "Underwriting Agreement"), to issue and sell to
you the Securities specified in Schedule I hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement; provided, however, the
Underwriting Agreement shall be amended, for purposes of this
Pricing Agreement only, as follows:

     (1)  The following clause shall be added to the end of Section
     2:

          (c)  The Company has complied with all provisions of
          Section 1 of Laws of Florida, Chapter 92-198 Securities -
          Business with Cuba.  

     (2)  Clauses (i) through (iii) of Section 7(g) shall be
     deleted and the following shall be inserted in lieu thereof:

          (i)  trading generally shall have been suspended or
          materially limited on or by, as the case may be, any of
          the New York Stock Exchange, the American Stock Exchange,
          the National Association of Securities Dealers, Inc., the
          Chicago Board Options Exchange, the Chicago Mercantile
          Exchange or the Chicago Board of Trade, (ii) trading of
          any securities of the Company shall have been suspended
          on any exchange or in any over-the-counter market, (iii)
          a general moratorium on commercial banking activities in
          New York shall have been declared by either Federal or
          New York State authorities, or (iv) there shall have
          occurred any outbreak or escalation of hostilities or any
          change in financial markets or any calamity or crisis
          that, in  your judgment, is material or adverse, if the



          effect of any such event specified in clauses (i) through
          (iv), singly or together with any other such event makes
          it, in your judgment, impracticable to market the
          Designated Securities on the terms and in the manner
          contemplated in the Prospectus;

     (3)  Section 8(a) is hereby amended by inserting on the
     fifteenth line following the word "Underwriter" the words "as
     such expenses are incurred."

     (4)  Section 8(b) is hereby amended by inserting on the
     penultimate line following the word "Company" the words "as
     such expenses are incurred."

     (5)  Section 8(c) is hereby amended by deleting the second
     sentence and inserting in lieu thereof the following:

          The indemnifying party, upon request of the indemnified
          party, shall retain counsel reasonably satisfactory to
          the indemnified party to represent the indemnified party
          and any others the indemnifying party may designate in
          such proceeding and shall pay the fees and disbursements
          of such counsel related to such proceeding.  In any such
          proceeding, any indemnified party shall have the right to
          retain its own counsel, but the fees and expenses of such
          counsel shall be at the expense of such indemnified party
          unless (i) the indemnifying party and the indemnified
          party shall have mutually agreed to the retention of such
          counsel or (ii) the named parties to any such proceeding
          (including any impleaded parties) include both the
          indemnifying party and the indemnified party and
          representation of both parties by the same counsel would
          be inappropriate due to actual or potential differing
          interests between them.  It is understood that the
          indemnifying party shall not, in connection with any
          proceeding or related proceedings in the same
          jurisdiction, be liable for (a) the fees and expenses of
          more than one separate firm (in addition to any local
          counsel) for the Underwriter and all persons, if any, who
          control the Underwriter within the meaning of either
          Section 15 of the Act or Section 20 of the Exchange Act
          and (b) the fees and expenses of more than one separate
          firm (in addition to any local counsel) for the Company,
          its directors, its officers who sign the Registration
          Statement and each person, if any, who controls the
          Company within the meaning of either such Section.  In
          the case of any such separate firm for the Underwriter
          and such control persons of the Underwriter, such firm
          shall be designated by Morgan Stanley & Co. Incorporated. 
          In the case of any such separate firm for the Company and
          such control persons of the Company, such firm shall be
          designated by the Company.  No indemnifying party shall,
          without the prior written consent of the indemnified
          party, effect any settlement of any pending or threatened
          proceeding in respect of which any indemnified party is
          or could have been a party and indemnity could have been



          sought hereunder by such indemnified party, unless such
          settlement includes an unconditional release of such
          indemnified party from all liability on claims that are
          the subject matter of such proceeding.

     Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined.  The address of the Representatives referred to
in Section 12 of the Underwriting Agreement is your address as set
forth above. 

     A supplement to the Prospectus relating to the Designated
Securities, in the form heretofore delivered to you, is now
proposed to be filed with the Commission. 

     Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to you, and you agree to purchase
from the Company, at the time and place and at the purchase price
set forth in Schedule I hereto, $100,000,000 in aggregate principal
amount of Designated Securities.  

     If the foregoing is in accordance with your understanding,
please sign and return to us two counterparts hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between
you and the Company. 


                              Very truly yours,


                              DILLARD DEPARTMENT STORES, INC.



                              BY:     James I. Freeman           


Accepted as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED


By:    Harold J. Hendershot III  



                           SCHEDULE I

Title of Designated Securities:

     7.75% Notes due 2027

Aggregate principal amount:

     $100,000,000

Price to Public:

     100.000% of the principal amount of the Designated Securities 
     
Purchase Price by Underwriters:

     99.125% of the principal amount of the Designated Securities 
     
Specified funds for payment of purchase price:

     Federal Reserve (same day) Funds

Indenture:

     Indenture, dated as of May 15, 1988, as supplemented, between
     the Company and The Chase Manhattan Bank (formerly known as
     Chemical Bank) as Trustee

Maturity:

     May 15, 2027

Interest Rate:

     7.75% 

Interest Payment Dates:

     May 15 and November 15, commencing November 15, 1997

Redemption Provisions:

     No provisions for redemption or sinking fund

Time of Delivery:

     10:00 a.m., New York City time, May 15, 1997

Closing Location:

     Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue,
     New York, New York  10017-3909

EX-4

                 DILLARD DEPARTMENT STORES, INC.

                       7.75% NOTE DUE 2027
REGISTERED                                             REGISTERED

NO. R-1
CUSIP 254063 AW0

     If this Security is registered in the name of The
     Depository Trust Company (the "Depositary") (55 Water
     Street, New York, New York) or its nominee, this Security
     may not be transferred except as a whole by the
     Depositary to a nominee of the Depositary or by a nominee
     of the Depositary to the Depositary or another nominee of
     the Depositary or by the Depositary or any such nominee
     to a successor Depositary or a nominee of such successor
     Depositary unless and until this Security is exchanged in
     whole or in part for Securities in definitive form. 
     Unless this certificate is presented by an authorized
     representative of the Depositary to the Company or its
     agent for registration of transfer, exchange or payment,
     and any certificate issued is registered in the name of
     Cede & Co. or such other name as requested by an
     authorized representative of the Depositary and any
     payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
     PERSON IS WRONGFUL since the registered owner hereof,
     Cede & Co. has an interest herein.

          DILLARD DEPARTMENT STORES, INC., a Delaware corporation
(herein called the "Company", which term includes any successor
corporation under the Indenture, hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION
DOLLARS) on MAY 15, 2027 and to pay interest thereon from May 15,
1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on May
15 and November 15 in each year, commencing November 15, 1997, at
the rate of 7.75% per annum, until the principal hereof is paid or
made available for payment.  

     Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

     Dated:  May 15, 1997                                        

  TRUSTEE'S CERTIFICATE            DILLARD DEPARTMENT STORES, INC.
    OF AUTHENTICATION



This is one of the Securities      By:                            
of the series designated           Senior Vice President and Chief
therein referred to in the              Financial Officer
within-mentioned Indenture. 
                              
THE CHASE MANHATTAN BANK (formerly      ATTEST:
known as Chemical Bank), Trustee

By: _____________________          By: ___________________________
     Authorized Officer                    Assistant Secretary



                     Reverse Side of Note

     The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall
be the May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the
Company maintained for that purpose in New York, New  York, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.

     This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of May
15, 1988, as supplemented by a First Supplemental Indenture, dated
as of December 16, 1988 and a Second Supplemental Indenture dated
as of September 14, 1990 (as so supplemented, herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(formerly known as Chemical Bank), Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to be, authenticated
and delivered.  This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to
$100,000,000.

     The Securities of this series are not subject to redemption
prior to maturity.

     If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the



Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 66-2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.

     No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at
the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiples thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering
the same.

     No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.



     The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:

     TEN COM - as tenants in common
     TEN ENT - as tenants by the entireties
     JT TEN  - as joint tenants with right of survivorship and not
               as tenants in common
     UNIF GIFT MIN ACT - ___________________ Custodian ___________
                                (Cust)                    (Minor)
                         under Uniform Gifts to Minors Act _______
                                                            (State)


            Additional abbreviations may also be used
                  though not in the above list.




     FOR VALUE RECEIVED, ____________________ hereby sell, assign
and transfer unto 

PLEASE INSERT SOCIAL 
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
 ____________________
/____________________/                                            
                      Please print or typewrite name and address of 
                       assignee

                                                                  
the within Instrument of the said Company and do hereby irrevocably
constitute and appoint

                                                      , Attorney to
transfer the said Instrument on the books of the said Company with
full power of substitution in the premises.


Dated: _________________________


                                   _______________________________
                                   NOTICE: THE SIGNATURE TO THIS
                                   ASSIGNMENT MUST CORRESPOND WITH
                                   THE NAME AS WRITTEN UPON THE
                                   FACE OF THE INSTRUMENT IN EVERY
                                   PARTICULAR, WITHOUT ALTERATION
                                   OR ENLARGEMENT, OR ANY CHANGE
                                   WHATEVER