UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                          FORM 10-Q/A
(Mark One)
[x]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 1999

                         OR

[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number 1-6140

                   DILLARD'S, INC.
    (Exact name of registrant as specified in its
                      charter)

           DELAWARE                             71-0388071
       (State or other jurisdiction            (IRS Employer
       of incorporation or organization)       Identification Number)

        1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS  72201
             (Address of principal executive office)
                         (Zip Code)


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


                Indicate by checkmark whether the Registrant(1)
      has filed all reports required to be filed by Section 13
      or 15(d) of the  Securities Exchange Act of 1934  during
      the preceding  12  months  (or for such shorter time that the
     registrant was required to file such reports), and (2) has been
     subject to such filing requirements for the past 90 days.
        Yes x   No

     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the latest practicable date.



          CLASS A COMMON STOCK as of July 31, 1999     103,331,368(1)
          CLASS B COMMON STOCK as of July 31, 1999       4,016,929




     (1) This 10Q/A is being filed solely to correct
     the outstanding shares.



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