DILLARD INVESTMENT CO INC
15-12G, 1994-03-03
INVESTORS, NEC
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                   FORM 15

           Certification and Notice of Termination of Registration
          under Section 12(g) of the Securities Exchange Act of 1934
          or Suspension of Duty to File Reports Under Section 13 and
               15(d) of the Securities Exchange Act of 1934

                       Commission File Number 0-13750

                        Dillard Investment Co., Inc.
           (Exact name of registrant as specified in its charter)

     1600 Cantrell Road, Little Rock, Arkansas 72201  (501)376-5200
     (Address, including zip code, and telephone number, including
      area code, of registrant's principal executive offices)

      Common Stock $10 Per Value
      9 1/4% Notes Due May 1, 1997
      Medium Term Notes 9.25% due February 1, 2001
      (Title of each class of securities covered by this Form)

                             None
     (Titles of all other classes of securities for which a duty to
      file reports under section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate
     rule provision(s) relied upon to terminate or suspend the duty
     to file reports:
      Rule 12g-4(a)(1)(i)  [x]              Rule 12h-3(b)(1)(ii)  [ ]
      Rule 12g-4(a)(1)(ii) [ ]              Rule 12h-3(b)(2)(i)   [ ]
      Rule 12g-4(a)(2)(i)  [ ]              Rule 12h-3(b)(2)(ii)  [ ]
      Rule 12g-4(a)(2)(ii) [ ]              Rule 15d-6            [ ]
      Rule 12h-3(b)(1)(i)  [x]
     Approximate number of holders of record as of the
     certification or notice date:

      Common Stock $10 Per Value                         1
      9 1/4% Notes Due May 1, 1997                      35
      Medium Term Notes 9.25% due February 1, 2001      68

     Pursuant to the requirements of the Securities Exchange Act of
     1934, Dillard Investment Co., Inc. has caused this
     certification/notice to be signed on its behalf by the
     undersigned duly authorized person.

     DATE: March 3, 1994            BY:  /s/    John Hawkins              
                                                John Hawkins
                                                Vice President, Treasurer 
    


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