S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER ___, 2008

REGISTRATION NO. 333-_____

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

_____________

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 Exchange Act.

Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨

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
Class A Common Stock, par value $.01 per share	8,000,000 shares	$	3.53	$	28,240,000	$	$1,109.83

(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 $ 3.53 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on December 3, 2008.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

REGISTRATION OF ADDITIONAL SECURITIES

Dillard's, Inc. (the "Company") is hereby registering 8,000,000 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 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 (Exhibit 4.2 to Form S-8 filed November 27, 2007 in 333-147636).
5.1	Opinion of Friday, Eldredge & Clark, LLP, regarding Common Stock.
5.2	Internal Revenue Service Determination Letters (Exhibit 5.2 to Form S-8 filed November 27, 2007 in 333-147636).
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 9th day of December, 2008.

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, II	Chief Executive Officer and Director	November 25, 2008
William Dillard II	(Principal Executive Officer)
/s/ Alex Dillard	President and Director	November 25, 2008
Alex Dillard
/s/ Mike Dillard	Executive Vice	November 25, 2008
Mike Dillard	President and Director
/s/ Drue Corbusier	Executive Vice	November 25, 2008
Drue Corbusier	President and Director
/s/ James I. Freeman	Senior Vice President and Chief	November 25, 2008
James I. Freeman	Financial Officer and Director
/s/ Frank R. Mori	Director	November 25, 2008
Frank R. Mori
/s/ James A. Haslam, III	Director	November 25, 2008
James A. Haslam, III
/s/ Robert C. Connor	Director	November 25, 2008
Robert C. Connor
/s/ Nick White	Director	November 25, 2008
Nick White
/s/ Warren A. Stephens	Director	November 25, 2008
Warren A. Stephens
/s/ Peter R. Johnson	Director	November 25, 2008
Peter R. Johnson
/s/ R. Brad Martin	Director	November 25, 2008
R. Brad Martin

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 (Exhibit 4.2 to Form S-8 filed November 27, 2007 in 333-147636).
5.1	Opinion of Friday, Eldredge & Clark, LLP, regarding Common Stock.
5.2	Internal Revenue Service Determination Letters (Exhibit 5.2 to Form S-8 filed November 27, 2007 in 333-147636).
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.

EX-5.1

Exhibit 5.1

December 3, 2008

Dillard's, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

Re: Registration Statement on Form S-8

Dillard's, Inc. Retirement Plan Trust

Ladies and Gentlemen:

We have acted as counsel to Dillard's, Inc. (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) for the Dillard's, Inc. Retirement Plan Trust (the “Plan”) being filed under the Securities Act of 1933, as amended (the “Act”), on or about the date of this letter, to register 8,000,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued from time to time pursuant to the Plan.

We are familiar with the Registration Statement and the exhibits thereto. We have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments, as we have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact relevant to this opinion, we have relied upon certificates or statements from officers and other appropriate representatives of the Company and its subsidiaries or public officials. In all such examinations, we have assumed the genuineness of all signatures, the authority to sign and the authenticity of all documents submitted to us as originals. We have also assumed the conformity to the original of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

2. The shares of Common Stock have been duly authorized and, when offered and sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable.

We hereby consent to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

/s/ FRIDAY, ELDREDGE & CLARK, LLP

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 our reports dated April 2, 2008, relating to the financial statements of Dillard’s, Inc. and subsidiaries (the “Company”) (which expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Financial Accounting Standards Board Interpretation No. 48,  Accounting for Uncertainty in Income Taxes,  effective February 4, 2007 ,  the adoption of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans , relating to the recognition and related disclosure provisions, effective February 3, 2007, and the adoption of Statement of Financial Accounting Standards No. 123(R),  Share-Based Payment , as revised, effective January 29, 2006), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Dillard’s, Inc, for the year ended February 2, 2008.

,

DELOITTE & TOUCHE LLP

New York, New York

December 8, 2008