Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrant _X_

Filed by a party other than the registrant ___

Check the appropriate box:

___ Preliminary Proxy Statement

_X_ Definitive proxy statement

___ Definitive additional materials

___ Soliciting material under Rule 14a-12

DILLARD'S, INC.

(Name of Registrant as Specified In Its Charter)

DILLARD'S, INC.

(Name of Person(s) Filing Proxy Statement,if other than Registrant)

Payment of filing fee (check the appropriate box):

5) Total fee paid:

___ Fee paid previously with preliminary materials.

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

DILLARD'S, INC.
PROXY STATEMENT

DILLARD'S, INC.
POST OFFICE BOX 486
LITTLE ROCK, ARKANSAS 72203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 20, 2000

PROXY STATEMENT

DILLARD'S, INC.
POST OFFICE BOX 486
LITTLE ROCK, ARKANSAS 72203

Notice is hereby given that the annual meeting of Stockholders of Dillard's, Inc., will be held at the auditorium of Dillard's Corporate Office, 1600 Cantrell Road, Little Rock, Arkansas on Saturday, May 20, 2000, at 9:30 a.m. for the following purposes:

1. To elect 12 Directors of the Company (four Directors to represent Class A Stockholders and eight Directors to represent Class B Stockholders).

2. To consider and act upon a proposal to adopt a stock option plan for certain key employees of the Company.

3. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The stock transfer books of the Company will not be closed, but only stockholders of record at the close of business on March 31, 2000, will be entitled to notice of, and to vote at, the meeting.

Your participation in the meeting is earnestly solicited. If you do not expect to be present in person at the meeting, please sign, date, and fill in the enclosed Proxy and return it by mail in the enclosed envelope to which no postage need be affixed if mailed in the United States of America.

DILLARD'S, INC.
POST OFFICE BOX 486
LITTLE ROCK, ARKANSAS 72203
Telephone (501) 376-5200

April 14, 2000

PROXY STATEMENT

The enclosed Proxy is solicited by and on behalf of the management of Dillard's, Inc. (the "Company"), a Delaware corporation, for use at the annual meeting of stockholders to be held on Saturday, May 20, 2000, at 9:30 a.m. at the auditorium of Dillard's Corporate Office, 1600 Cantrell Road, Little Rock, Arkansas, or at any adjournment or adjournments thereof.

Any stockholder giving a Proxy has the power to revoke it, at any time before it is voted, by written revocation delivered to the Secretary of the Company. Proxies solicited herein will be voted in accordance with any directions contained therein, unless the Proxy is received in such form or at such time as to render it ineligible to vote, or unless properly revoked. If no choice is specified, the shares will be voted in accordance with the recommendations of the Board of Directors as described herein.

If matters of business other than those described in the Proxy properly come before the meeting, the persons named in the Proxy will vote in accordance with their best judgment on such matters. The Proxies solicited herein shall not confer any authority to vote at any meeting of stockholders other than the meeting to be held on May 20, 2000, or any adjournment or adjournments thereof.

The cost of soliciting Proxies will be borne by the Company. The Company will reimburse brokers, custodians, nominees and other fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners of shares. In addition to solicitation by mail, certain officers and employees of the Company may solicit Proxies by telephone, telegraph and personally. These persons will receive no compensation other than their regular salaries. The Company has retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies. The fees of such firm are not expected to exceed $6,500.

The stock transfer books of the Company will not be closed, but only stockholders of record at the close of business on March 31, 2000, will be entitled to notice of, and to vote at, the meeting. At that date, there were 89,584,720 shares of Class A Common Stock outstanding and 4,010,929 shares of Class B Common Stock outstanding.

Each holder of Class A Common Stock and each holder of Class B Common Stock shall be entitled to one vote on the matters presented at the meeting for each share standing in his name except that the holders of Class A Common Stock are empowered as a class to elect one-third of the Directors and the holders of Class B Common Stock are empowered as a class to elect two-thirds of the Directors. In order to provide for a more manageable Board size, 12 nominees have been named instead of the 15 that are provided for by the Company's governing instruments. Stockholders will not be allowed to vote for a greater number of nominees than those named in this proxy statement. Nominees for director of each class, to be elected, must receive a plurality of the votes cast within that class. Cumulative voting for Directors is not permitted. Approval of the proposal to adopt a stock option plan for certain key employees requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting and entitled to vote. Under Delaware General Corporate Law, if shares are held by a broker that has indicated that it does not have discretionary authority to vote on a particular matter ("broker non-votes"), those shares will not be considered as present and entitled to vote with respect to that matter, but such shares will be counted with respect to determining whether a quorum is present. Abstentions will not be counted as votes cast for election of directors and with respect to the proposal to adopt a stock option plan, abstentions will have the effect of a vote against such proposal. Under New York Stock Exchange Rules, the stock option plan must be approved by a majority of the votes cast at the meeting on the proposal, provided the aggregate number of votes cast on the proposal represents a majority of the Company's outstanding shares. Abstentions count as votes cast, but have the effect of a vote against the stock option plan, while broker non-votes do not count toward the aggregate number of votes cast.

The last date for the acceptance of Proxies by management is the close of business on May 19, 2000, and no Proxy received after that date will be voted by management at the meeting.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth certain information regarding persons who beneficially owned five percent (5%) or more of a class of the Company's outstanding voting securities at the close of business on January 29, 2000.

(1) At January 29, 2000 there were a total of 94,767,310 shares of the Company's Class A Common Stock and 4,010,929 shares of the Company's Class B Common Stock outstanding.

(2) Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission.

(3) William Dillard, Chairman of the Board of Directors of the Company, William Dillard II, Chief Executive Officer, Alex Dillard, President, and Mike Dillard, Executive Vice President, are officers and directors of W.D. Company, Inc. and own 21.3%, 25.1%, 23.3% and 22.0%, respectively, of the outstanding voting stock of W.D. Company, Inc.

ELECTION OF DIRECTORS

Four Directors representing Class A Stockholders and eight Directors representing Class B Stockholders are to be elected by the Class A Stockholders and the Class B Stockholders, respectively, at the annual meeting for a term of one year and until the election and qualification of their successors. The Proxies solicited hereby will be voted "FOR" the election as Directors of the 12 persons hereinafter identified under "Nominees for Election as Directors" if not specified otherwise. Management does not know of any nominee who will be unable to serve, but should any nominee be unable or decline to serve, the discretionary authority provided in the Proxy will be exercised to vote for a substitute or substitutes. Management has no reason to believe that any substitute nominee will be required.

In 1998, the Company adopted a resolution amending its by-laws to provide that nominations to represent Class A stockholders shall be of independent persons only. For these purposes, independent shall mean a person who: has not been employed by the Company or an affiliate in any executive capacity within the last five years; was not, and is not a member of a corporation or firm that is one of the Company's paid advisers or consultants; is not employed by a significant customer, supplier or provider of professional services; has no personal services contract with the Company; is not employed by a foundation or university that receives significant grants or endowments from the Company; is not a relative of the management of the Company; is not a shareholder who has signed shareholder agreements legally binding him to vote with management; and is not the chairman of a company on which Dillard's, Inc. Chairman or Chief Executive Officer is also a board member.

All of the nominees to represent Class A Stockholders listed below qualify as independent persons as defined in the above resolution. Although there is no requirement that nominees to represent Class B Stockholders be independent, over half of all the nominees listed below qualify as independent persons under the above described resolution.

NOMINEES FOR ELECTION AS DIRECTORS

The following table briefly indicates the principal occupation of each nominee, the approximate number of shares of Class A and Class B Common Stock of the Company beneficially owned by each nominee as of January 29, 2000, and the year each nominee first was elected as a Director. The table also indicates the approximate number of shares of Class A and Class B Common Stock of the Company beneficially owned by the executive officers named under "Compensation of Directors and Executive Officers" and the number of shares beneficially owned by the directors and executive officers, as a group, as of January 29, 2000.

(a) Class A Director
(b) Class B Director
*Denotes less than 0.1%

(1) Based on information furnished by the respective individuals.

(2) William Dillard is a director and officer of W. D. Company, Inc. and owns 21.3% of the outstanding voting stock of such company. William Dillard II, Alex Dillard and Mike Dillard are sons of William Dillard and are directors and officers of W. D. Company, Inc. and own 25.1%, 23.3% and 22.0%, respectively, of the outstanding voting stock of such company.

(3) Includes 41,496 shares of Class A Common Stock and 3,985,776 of Class B Common Stock owned by W. D. Company, Inc., in which shares William Dillard, William Dillard II, Alex Dillard and Mike Dillard are each deemed to have a beneficial interest due to their respective relationships with W. D. Company, Inc. See "Principal Holders of Voting Securities." William Dillard and his wife individually own 317,254 and 2,772 shares, respectively, of Class A Common Stock; he has sole voting power with respect to 19,485 shares held in trust for three minor children and has the right to acquire beneficial ownership of 461,000 shares pursuant to currently exercisable options granted under Company stock option plans. William Dillard II individually owns 577,482 shares of Class A Common Stock and has the right to acquire beneficial ownership of 950,000 shares pursuant to currently exercisable options granted under Company stock option plans. Alex Dillard and his wife individually own 398,878 and 43,361 shares, respectively, of Class A Common Stock, and he has the right to acquire beneficial ownership of 950,000 shares pursuant to currently exercisable options granted under Company stock option plans. Mike Dillard individually owns 292,945 shares of Class A Common Stock, has sole voting power with respect to 31,305 shares held in trust for three minor children and has the right to acquire beneficial ownership of 750,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(4) Calvin N. Clyde owns 5,087 shares of Class A Common Stock and has the right to acquire beneficial ownership of 14,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(5) Includes nine shares owned by his wife. Robert C. Connor owns 8,000 shares of Class A Common Stock and has the right to acquire beneficial ownership of 14,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(6) Drue Corbusier owns 116,791 shares of Class A Common Stock and has the right to acquire beneficial ownership of 480,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(7) Will D. Davis owns 12,040 shares of Class A Common Stock and has the right to acquire beneficial ownership of 14,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(8) James I. Freeman individually owns 106,718 shares and has the right to acquire beneficial ownership of 451,474 shares pursuant to currently exercisable options granted under Company stock option plans.

(9) John Paul Hammerschmidt has the right to acquire beneficial ownership of 14,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(10) Johnson Publishing Company, Inc., of which John H. Johnson is President and Publisher, owns 3,000 shares of Class A Common Stock, and he has the right to acquire beneficial ownership of 14,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(11) William H. Sutton owns 9,000 shares of Class A Common Stock and has the right to acquire beneficial ownership of 11,000 shares pursuant to currently exercisable options granted under Company stock option plans.

(12) The shares in which William Dillard, William Dillard II, Alex Dillard and Mike Dillard are deemed to have a beneficial interest due to their respective relationships with W. D. Company, Inc. have been included in this computation only once and were not aggregated for such purpose.

(13) Includes the right to acquire beneficial ownership of 5,088,442 shares pursuant to currently exercisable options granted under Company stock option plans.

The following nominees for director also hold directorships in the designated companies:

The business associations of the nominees as shown in the table under "Nominees for Election as Directors" have been continued for more than five years, except that prior to 1998 William Dillard was Chief Executive Officer of the Company, Drue Corbusier was Vice President of the Company, Alex Dillard was Executive Vice President of the Company and William Dillard II was President and Chief Operating Officer of the Company. Each nominee for Director was elected to the Board of Directors at the annual meeting of stockholders held May 15, 1999.

The Board of Directors met four times during the last 12 months, on May 15, August 28, and November 13, 1999 and March 4, 2000.

Audit Committee members are Calvin N. Clyde, Jr., Chairman; John H. Johnson; and William H. Sutton. The Audit Committee held two meetings during the year.

The Executive Compensation and Stock Option Committee members are Robert C. Connor; Will D. Davis, Chairman and John Paul Hammerschmidt. The Executive Compensation and Stock Option Committee held two meetings during the year.

All of the nominees for director attended more than 75% of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings held by all committees of the board on which they served.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Cash and Other Compensation

The following table sets forth, for the fiscal years indicated, the cash and other compensation provided by the Company and its subsidiaries to the Chief Executive Officer and each of the four most highly compensated executive officers (the "named executive officers") of the Company in all capacities in which they served.

Summary Compensation Table

(1) Amounts represent the Company's defined contributions for the benefit of the named executive officers pursuant to its Retirement Plan.

Option/SAR Grants in Last Fiscal Year

Stock Option Exercises and Holdings

The following table sets forth information concerning stock options exercised during the last fiscal year and stock options held as of the end of the last fiscal year by the named executive officers.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

(1) Represents the amount by which the market price at fiscal year end of the shares underlying unexercised options exceeds the exercise price for such shares.

Pension Plan

The following table shows the estimated annual benefits payable pursuant to the Company's pension plan to persons in specified compensation and years of service categories upon retirement.

Pension Plan Table

A participant's compensation covered by the Company's pension plan is his average salary (as reported in the Summary Compensation Table) for the last five years of his employment with the Company. The credited years of service for each of the named executive officers is as follows: William Dillard II, 31 years; Alex Dillard, 28 years; Mike Dillard, 28 years; Drue Corbusier, 31 years; and James I. Freeman, 11 years. Benefits shown are computed as a single life annuity with five years term certain beginning at age 65 and are not subject to deduction for social security or other offset amounts.

Compensation of Directors

Directors who are not officers of the Company each receive an annual retainer of $30,000, $1,250 for attendance at each board meeting, $500 for each committee meeting, and actual travel expenses.

Compensation Committee Interlocks and Insider Participation

The Company's Executive Compensation and Stock Option Committee is composed of Robert C. Connor; Will D. Davis; and John Paul Hammerschmidt. Mr. Davis is a partner of the law firm Heath, Davis & McCalla, which was retained by the Company for legal services prior to January 29, 2000.

Report of Executive Compensation and Stock Option Committee

The following report addressing the Company's compensation policies for executive officers for fiscal 1999 is submitted by the Executive Compensation and Stock Option Committee (the "Compensation Committee") of the Board of Directors.

General

The Compensation Committee, which is composed of independent directors who are not employees of the Company, establishes policies relating to the compensation of employees and oversees the administration of the Company's employee benefit plans. The compensation program of the Company has been designed (1) to provide compensation opportunities that are equivalent to those offered by comparable companies, thereby allowing the Company to compete for and retain talented executives who are critical to the Company's long-term success, (2) to motivate key senior officers by rewarding them for attainment of profitability of the Company, and (3) to align the interests of executives with the long-term interests of stockholders by awarding stock options to executives as part of the compensation provided to them.

In order to develop a competitive compensation package for the executive officers of the Company, the Compensation Committee compares the Company's compensation package with those of a comparison group. The comparison group is composed of department stores, specialty stores and other public companies that were family-founded and continue to be family-managed. Not all of the companies in the comparison group are included in the Standard & Poor's Department Store Index. The Compensation Committee believes that the companies in the comparison group are comparable to the Company in management style and management culture. Although the Compensation Committee has made these comparisons, it also has taken into account that as the Company has grown in size, the number of senior executives has not grown proportionately, so that the number of senior executives retained by the Company is lower than the number of senior executives at other companies of similar size.

Currently, the Company's compensation program consists of salary, annual cash performance bonus based on the profitability of the Company, and long-term incentive opportunities in the form of stock options. The compensation program is focused both on short-term and long-term performance of the Company, rewarding executives for both achievement of profitability and growth in stockholder value.

Salary -- Each year the Compensation Committee establishes the salary for all executive officers. Such salaries are set at the discretion of the Compensation Committee and are not specifically related to any company performance criteria as are both the cash performance bonus and stock option portions of the compensation program, which are discussed below. The Compensation Committee does, however, base any increase in salary on targets based on a regression analysis of salaries paid versus total revenues for the comparison group. For fiscal 1999, the salaries set by the Compensation Committee were below the target salaries produced by this analysis.

Cash Performance Bonus -- Cash performance bonuses may be paid annually to senior management. For bonuses to be paid, however, the Company must have income before federal and state income taxes ("pre-tax income") for the fiscal year. The Compensation Committee, within ninety (90) days after the start of a fiscal year, designates those individuals in senior management eligible to receive a cash performance bonus. Bonuses are paid at the conclusion of a fiscal year from a bonus pool which is equal to one and one-half percent (1-1/2%) of the Company's pre-tax income plus three and one-half (3-1/2%) of the increase in pre-tax income over the prior fiscal year. When the Compensation Committee designates the individuals eligible to participate in the cash performance bonus program, it also designates the percent of the bonus pool each individual will be entitled to receive. The Compensation Committee retains at all times the authority to adjust downward the amount of bonus any individual may receive pursuant to the above-described formula. For fiscal 1999, the Company experienced a pre-tax income of $283,949,000 and an increase in pre-tax income of $64,865,000 over the prior fiscal year.

The Compensation Committee made a decision to adjust downward by approximately $2,000,000 the amount of bonus which the named executive officers would receive for fiscal 1999 pursuant to the cash performance bonus program.

Stock Options -- Stock option grants under the Company's 1998 Incentive and Non-Qualified Stock Option Plan are utilized by the Company for long-term incentive compensation for executive officers. These stock option grants relate their compensation directly to the performance of the Company's stock. The exercise price for the options granted is one hundred percent (100%) of the fair market value of the shares underlying such options on the date of grant and have value to the executive officers only if the Company's stock price increases. The stock options are exercisable on or after February 5, 1999 and December 10, 1999. When making option grants, the Compensation Committee does not consider the number of options already held by an executive officer.

As discussed in previous Compensation Committee Reports, the Omnibus Budget Reconciliation Act of 1993 prevents public corporations from deducting as a business expense that portion of compensation exceeding $1 million paid to a named executive officer in the Summary Compensation Table. This deduction limit does not apply to "performance-based compensation." The Compensation Committee believes that the necessary steps have been taken to qualify as performance-based compensation the compensation paid under the cash performance bonus and stock option portions of the Company's compensation program.

Chief Executive Officer

In setting the Chief Executive Officer's compensation, the Compensation Committee makes the same determination with regard to salary, cash performance bonus and stock options as discussed above for the other named executive officers. For fiscal 1999, the increase in the Chief Executive Officer's salary over the prior fiscal year resulted in a salary lower than the target salary produced by the regression analysis discussed above

Robert C. Connor
John Paul Hammerschmidt
Will D. Davis, Chairman

Company Performance

The graph below compares for each of the last five fiscal years the cumulative total returns on the Company's Class A Common Stock, the Standard & Poor's 500 Index and the Standard & Poor's Department Stores Index. The cumulative total return on the Company's Class A Common Stock assumes $100 invested in such stock on January 29, 1995 and assumes reinvestment of dividends.

The following data points are submitted in lieu of the graphic presentation:

CERTAIN RELATIONSHIPS AND TRANSACTIONS

William Dillard II, Drue Corbusier, Alex Dillard and Mike Dillard are children of William Dillard.

Mr. William H. Sutton is Managing Partner of the law firm Friday, Eldredge & Clark, which is retained by the Company for legal services.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's Class A Common Stock, to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of stock of the Company.

To the Company's knowledge, based solely on a review of copies of reports provided by such individuals to the Company and written representations of such individuals that no other reports were required, during the fiscal year ended January 29, 2000, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.

The Company's Board of Directors, on March 4, 2000, approved the 2000 Incentive and Nonqualified Stock Option Plan (the "Plan") pursuant to which options may be granted to certain key employees and outside directors of the Company (the "Optionees") for the purchase from time to time of shares of the Company's Class A Common Stock (the "Shares") during the term of the Plan. The number of Shares available for issuance pursuant to the Plan is 7,000,000.

The purpose of the Plan is to encourage ownership of stock in the Company by key employees and outside directors, and thereby cause such key employees and outside directors to increase their efforts on behalf of the Company. The Plan will be administered by a Executive Compensation and Stock Option Committee (the "Committee") consisting of four directors of the Company appointed by the Board of Directors. All persons designated as members of the Committee shall be "non-employee directors" as that term currently is defined or subsequently may be defined by Rule 16b-3, or any successor to such rule, of the Securities and Exchange Commission ("Rule 16b-3"), as promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). The Committee will make the determination as to whom options shall be granted, the terms of such options, and the number of Shares to be covered by such options. In making these determinations, the Committee shall take into account the duties and responsibilities of the proposed Optionees, their present and potential contribution to the success of the Company, their past record, and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

Pursuant to the terms of the Plan, the Committee may grant either incentive stock options ("ISO's") or nonqualified stock options ("NQSO's"). ISO's are options that meet the requirements of Section 422A(b) of the Internal Revenue Code of 1986, as amended (the "Code"). NQSO's are options taxed pursuant to Section 83 of the Code and that do not receive the special tax treatment received by ISO's.

The exercise price for ISO's or NQSO's granted pursuant to the Plan shall not be less than 100% of the fair market value of an equivalent number of Shares on the date the option is granted. ISO's or NQSO'S granted pursuant to the Plan shall not be exercisable after the expiration of seven years from the date such option is granted.

If the Optionee owns 10% or more of the total combined voting power of all classes of stock of the Company, the exercise price for an ISO granted under the Plan shall not be less than 110% of the fair market value of an equivalent number of Shares on the date the option is granted and the option shall not be exercisable after the expiration of five years from the date such option is granted. To the extent that an Optionee has currently exercisable ISO's at the beginning of a calendar year with an aggregate fair market value exceeding $100,000, the excess over $100,000 cannot be treated as ISO's. The aggregate fair market value is determined by the exercise price of the option at the time of granting.

Options granted pursuant to the Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution.

Optionees may exercise options granted pursuant to the Plan by paying to the Company either cash or shares of the Company's Class A Common Stock held by the Optionee. If payment for exercise of an option is made in the form of shares of the Company's Class A Common Stock, the Optionee shall be granted on the date of exercise a reload option to purchase the number of shares that equals the number of shares tendered to the Company. The price per share at which each reload option may be exercised shall be equal to the fair market value of a share on the date of grant of the reload option. The term of each reload option shall expire on the same date as that of the original option.

From time to time the Committee may modify any outstanding Option, provided no such modification shall impair the Option without the consent of the holder of the Option. The Committee may not at any time lower the option price of any outstanding Option or cancel outstanding Options for reissuance in a transaction which would cause the Plan to be a variable plan in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" or Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation".

The Board of Directors may amend, alter or discontinue the Plan at any time. However, no amendment, alteration or discontinuation of the Plan may adversely affect any options granted prior to the time of such amendment, alteration or discontinuation. No amendment or alteration shall require stockholder approval unless such approval is required by Rule 16b-3, the listing requirements of the New York Stock Exchange, or relevant provisions of the Code.

The New York Stock Exchange requires, as a condition for listing of a company's shares, that a company obtain shareholder approval when establishing a stock option plan pursuant to which stock may be acquired by officers or directors.

This proposal to approve the Plan requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE 2000 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN.

Dillard's, Inc.

Post Office Box 486

Little Rock, Arkansas 72203 PROXY The undersigned hereby appoints

1. ELECTION OF DIRECTORS.

__ FOR all Class A nominees listed below (except as marked to the contrary below)

__ WITHHOLD AUTHORITY to vote for all Class A nominees

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Class A Nominees

Robert C. Connor * Will D. Davis * John Paul Hammerschmidt * John H. Johnson

__ FOR

__ AGAINST

__ ABSTAIN

3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

DATED: , 2000

Signature

Signature, if jointly held

PLEASE MARK, SIGN, DATE AND RETURN

THE PROXY CARD PROMPTLY USING THE