8-K

UNITED STATES

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

Date of report (Date of earliest event reported):  December 15, 2010

Dillard’s, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-6140	71-0388071
(Commission File Number)	(I.R.S. Employer Identification No.)

1600 Cantrell Road Little Rock, Arkansas	72201
(Address of Principal Executive Offices)	(Zip Code)

(501) 376-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Dillard’s, Inc. (the “Company”) has elected to change the recordkeeper for the Dillard’s, Inc. Investment & Employee Stock Ownership Plan (the “Plan”).  As a result of this change, there will be a blackout period in which Plan participants and beneficiaries temporarily will be unable to (i) direct or diversify investments in their individual accounts or (2) obtain a distribution from the Plan.  The blackout period will begin as of the close of business on Tuesday, January 25, 2011 and end no later than the week of Sunday, February 20, 2011 (the “Blackout Period”).

The Company received the notice of the Blackout Period required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on December 15, 2010.

On December 15, 2010, the Company sent a notice of the Blackout Period (the “Blackout Period Notice”) to the members of its Board of Directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934, informing them that they would be prohibited during the Blackout Period from purchasing and selling shares of the Company’s common stock (including derivative securities pertaining to such shares) that they acquire or have previously acquired in connection with their service or employment as a director or executive officer of the Company.

A copy of the Blackout Period Notice is attached hereto as Exhibit 99 and is incorporated herein by reference.  During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting Paul J. Schroeder, Jr., Vice President& General Counsel, by telephone at (501) 376-5200, or in writing, at Dillard’s, Inc., 1600 Cantrell Road, Little Rock, Arkansas 72201.

Item 9.01               Financial Statements and Exhibits

99Notice of Blackout Period to Directors and Executive Officers of Dillard’s, Inc. dated December 15, 2010 (filed herewith).

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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’S, INC.
DATED: December 15, 2010	By:	James I. Freeman
	Name:	James I. Freeman
	Title:	Senior Vice President & Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99	Notice of Blackout Period to Directors and Executive Officers of Dillard’s, Inc. dated December 15, 2010 (filed herewith).

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EX-99

Exhibit 99

Dillard’s, Inc.

1600 Cantrell Road · P.O. Box 486 · Little Rock, Arkansas 72203-0486

Paul J. Schroeder, Jr.

Vice President, Secretary and General Counsel

Telephone (501) 376-5365

Telecopier (501) 376-5031

paul.schroeder@dillards.com

To:	Members of the Board of Directors, Officers and Other Affected Employees of Dillard’s, Inc.
From:	Paul J. Schroeder, Jr., Vice President-General Counsel
Date:	December 15, 2010

This notice is to inform you that Dillard’s, Inc. (the “Company”) is in the process of implementing a change in service providers for the Dillard’s, Inc. Investment & Employee Stock Ownership Plan (the “Plan”) from Merrill Lynch & Co., Inc. to Wells Fargo Institutional Retirement & Trust. In connection with this change in service providers, a “blackout period” will be imposed restricting all investments under the Plan including investment in Dillard’s, Inc. Class A common stock. The blackout period will begin as of the close of business on Tuesday, January 25, 2011 and will end no later than the week of Sunday, February 20, 2011. During the blackout period, Plan participants will be unable to direct or diversify investments in their individual account, obtain a loan, withdrawal, or other distribution from the Plan.

As a result of the blackout period, Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934 generally prohibit any director or executive officer of the Company from, directly or indirectly, entering into any transaction with respect to the common stock of the Company. Specifically, during the blackout period, you are prohibited from purchasing, selling, exercising, or otherwise acquiring or transferring any Company common stock or derivative security, including the exercise of stock options or stock appreciation rights.

This trading restriction includes indirect trading where you have a pecuniary interest in the transaction. Accordingly, acquisitions and dispositions by family members, partnerships, corporations, or trusts where you have a pecuniary interest will be deemed a transaction by you.

There are limited exemptions to the restrictions of Section 306(a) and Regulation BTR for certain transactions in Company securities.  Notable exemptions include: bona fide gifts; sales of Company common stock that was not acquired in connection with your service or employment as a director or officer (which you must be able to prove); and transactions pursuant to a “10b5-1 plan” provided the 10b5-1 plan was not entered into or modified during the blackout period and you were unaware of the actual or approximate beginning or ending dates of the blackout period at the time of the transaction. Because these exemptions are narrow, proposed transactions should be discussed with Paul J. Schroeder, Jr., General Counsel for the Company before you or your family members take any action concerning Company equity securities.

Please note that the trading restrictions implemented because of the blackout period are in addition to other trading restrictions under Dillard’s, Inc.’s Blackout Policy and Procedure.

During the blackout period, you may obtain, without charge, information as to whether the blackout period has begun or ended by contacting:

Paul J. Schroeder, Jr., Vice President-General Counsel

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, AR 72201

(501) 376-5365

paul.schroeder@dillards.com