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.