SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549

                                FORM 10-Q

(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 2, 1996May 3, 1997

                                    OR

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

For the transition period from                to          .

Commission file number 1-6140


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

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

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

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

                      DILLARD DEPARTMENT STORES, INC. 
                (Former name if changed since last report)


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 period 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 November 2, 1996  109,557,787May 3, 1997      107,696,901
CLASS B COMMON STOCK as of November 2, 1996May 3, 1997        4,016,929 
                                                            


                  
                    PART I    FINANCIAL INFORMATION

ITEM 1    Financial Statements

CONSOLIDATED BALANCE SHEETS
DILLARD DEPARTMENT STORES, INC.
(Unaudited)
(Thousands)

                                              November 2   February 3   October 28
                                                 1996         1996         1995

ASSETS
CURRENT ASSETS
  Cash and cash equivalents                      $65,217      $58,442      $59,351
  Trade accounts receivable                    1,028,652    1,103,575    1,017,268
  Merchandise inventories                      2,046,085    1,486,045    1,892,616
  Other current assets                            22,982       10,163       20,631
        TOTAL CURRENT ASSETS                   3,162,936    2,658,225    2,989,866

INVESTMENTS AND OTHER ASSETS                     102,129       84,772       79,189
PROPERTY AND EQUIPMENT, NET                    2,110,737    1,980,790    2,056,578
CONSTRUCTION IN PROGRESS                          32,743       43,552       23,611
BUILDINGS UNDER CAPITAL LEASES                     5,411       11,196       21,617

                                              $5,413,956   $4,778,535   $5,170,861

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade accounts payable and accrued expenses   $950,033     $559,011     $900,455
  Commercial paper                               237,730      125,310      192,848
  Federal and state income taxes                  19,617       51,832       25,606
  Current portion of long-term debt              131,088      131,378      132,029
  Current portion of capital lease obligations     1,556        2,149        2,154
        TOTAL CURRENT LIABILITIES              1,340,024      869,680    1,253,092

LONG-TERM DEBT                                 1,225,004    1,157,864    1,151,204
CAPITAL LEASE OBLIGATIONS                         14,243       20,161       20,696
DEFERRED INCOME TAXES                            226,689      252,503      294,450

STOCKHOLDERS' EQUITY
  Preferred stock                                    440          440          440
  Common stock                                     1,136        1,131        1,130
  Additional paid-in capital                     638,728      625,249      624,086
  Retained earnings                            1,967,692    1,851,507    1,825,763
                                               2,607,996    2,478,327    2,451,419

                                              $5,413,956   $4,778,535   $5,170,861PART I    FINANCIAL INFORMATION

ITEM 1    Financial Statements

CONSOLIDATED BALANCE SHEETS
DILLARD'S, INC.
(Unaudited)
(Thousands)
                                          May 3     February 1      May 4
                                          1997         1997         1996
ASSETS
CURRENT ASSETS
  Cash and cash equivalents               $72,246      $64,094      $70,696
  Trade accounts receivable             1,046,856    1,130,504    1,038,569
  Merchandise inventories               1,874,310    1,556,958    1,750,318
  Other current assets                      9,897        9,080        6,237
        TOTAL CURRENT ASSETS            3,003,309    2,760,636    2,865,820

INVESTMENTS AND OTHER ASSETS              106,553      107,157       87,803
PROPERTY AND EQUIPMENT, NET             2,191,609    2,131,843    2,010,346
CONSTRUCTION IN PROGRESS                  107,221       55,024       38,975
BUILDINGS UNDER CAPITAL LEASES              4,823        5,066        9,347

                                       $5,413,515   $5,059,726   $5,012,291

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade accounts payable and  
     accrued expenses                    $793,654     $536,695     $700,305
  Commercial paper                        194,653      128,738      165,503
  Federal and state income taxes           58,751       46,220       43,805
  Current portion of long-term debt       106,564      181,564      206,378
  Current portion of capital lease 
     obligations                            1,559        1,529        1,835
        TOTAL CURRENT LIABILITIES       1,155,181      894,746    1,117,826

LONG-TERM DEBT                          1,271,409    1,173,018    1,081,004

CAPITAL LEASE OBLIGATIONS                  13,330       13,690       18,400
DEFERRED INCOME TAXES                     261,094      261,094      252,503

STOCKHOLDERS' EQUITY
  Preferred Stock                             440          440          440
  Common Stock                              1,136        1,136        1,135
  Additional paid-in capital              641,437      641,388      636,475
  Retained earnings                     2,127,980    2,074,214    1,904,508
  Less Treasury Stock                     (58,492)           0            0
                                        2,712,501    2,717,178    2,542,558

                                       $5,413,515   $5,059,726   $5,012,291

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS DILLARD DEPARTMENT STORES, INC. (Unaudited) (Thousands, except per share data) Three Months Ended Nine Months Ended Twelve Months Ended November 2 October 28 November 2 October 28 November 2 October 28 1996 1995 1996 1995 1996 1995 Net sales (including leased departments) $1,496,578 $1,405,626 $4,290,206 $3,997,446 $6,210,798 $5,741,362 Service charges, interest, and other 46,689 45,967 141,643 138,315 182,428 182,755 1,543,267 1,451,593 4,431,849 4,135,761 6,393,226 5,924,117 Cost and expenses: Cost of sales 1,005,123 915,525 2,832,724 2,622,399 4,104,111 3,742,901 Advertising, selling, administrative and general expenses 394,606 359,743 1,121,876 1,018,164 1,540,158 1,389,151 Depreciation and amortization 52,539 53,496 153,116 151,666 193,255 199,270 Rentals 10,503 11,101 32,566 33,915 57,486 60,648 Interest and debt expense 30,308 29,433 89,117 86,980 122,191 117,693 Impairment charges 126,559 1,493,079 1,369,298 4,229,399 3,913,124 6,143,760 5,509,663 INCOME BEFORE INCOME TAXES 50,188 82,295 202,450 222,637 249,466 414,454 Federal and state income taxes 18,570 31,270 74,905 84,600 92,775 157,490 NET INCOME 31,618 51,025 127,545 138,037 156,691 256,964 Retained earnings at beginning of period 1,940,617 1,778,129 1,851,507 1,697,911 1,825,763 1,582,385 Cash dividends declared (4,543) (3,391) (11,360) (10,185) (14,762) (13,586) RETAINED EARNINGS AT END OF PERIOD $1,967,692 $1,825,763 $1,967,692 $1,825,763 $1,967,692 $1,825,763 Net income per common share $0.28 $0.45 $1.12 $1.22 $1.38 $2.27 Cash dividends declared per common share $0.04 $0.03 $0.10 $0.07 $0.12 $0.12 Average shares outstanding 114,005 113,264 114,053 113,139 113,830 113,106CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS DILLARD'S, INC. (Unaudited) (Thousands, except per share data) Three Months Ended Twelve Months Ended May 3 May 4 May 3 May 4 1997 1996 1997 1996 Net sales $1,515,344 $1,453,302 $6,289,627 $6,044,586 Service charges, interest and other 47,213 48,451 183,237 180,029 1,562,557 1,501,753 6,472,864 6,224,615 Cost and expenses: Cost of sales 995,203 955,797 4,164,171 3,967,655 Advertising, selling, administrative and general expenses 382,590 366,353 1,554,687 1,475,339 Depreciation and amortization 51,202 50,334 194,587 194,323 Rentals 10,630 11,158 55,238 58,364 Interest and debt expense 30,459 28,585 122,473 121,225 Impairment charges 0 0 0 126,559 1,470,084 1,412,227 6,091,156 5,943,465 INCOME BEFORE INCOME TAXES 92,473 89,526 381,708 281,150 Income taxes 34,215 33,125 141,230 105,945 NET INCOME 58,258 56,401 240,478 175,205 Retained earnings at beginning of period 2,074,214 1,851,507 1,904,508 1,742,899 2,132,472 1,907,908 2,144,986 1,918,104 Cash dividends declared (4,492) (3,400) (17,006) (13,596) RETAINED EARNINGS AT END OF PERIOD $2,127,980 $1,904,508 $2,127,980 $1,904,508 Net income per common share $0.52 $0.50 $2.11 $1.55 Cash dividends declared per common share $0.04 $0.03 $0.15 $0.12 Average shares outstanding 112,996 113,794 113,789 113,331 See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS DILLARD DEPARTMENT STORES,DILLARD'S, INC. (Unaudited) (Thousands) NineThree Months Ended November 2 October 28May 3 May 4 1997 1996 1995 OPERATING ACTIVITITES Net income $127,545 $138,037$58,258 $56,401 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 154,224 152,78951,487 50,716 Changes in operating assets and liabilities: Decrease in trade accounts receivable 74,923 84,83683,648 65,006 Increase in merchandise inventories and other current assets (572,859) (541,644)(318,169) (260,347) Decrease (Increase) in investments and other assets (18,465) (11,502)319 (3,413) Increase in trade accounts payable and accrued expenses and income taxes 332,993 315,095274,044 133,267 NET CASH PROVIDED BY OPERATING ACTIVITIES 98,361 137,611149,587 41,630 INVESTING ACTIVITIES Purchase of property and equipment (266,469) (269,327)(162,922) (73,464) NET CASH USED IN INVESTING ACTIVITIES (266,469) (269,327)(162,922) (73,464) FINANCING ACTIVITIES Net increase in commercial paper 112,420 102,94265,915 40,193 Proceeds from long-term borrowings 200,000 109,150100,000 0 Principal payments on long-term debt and capital lease obligations (139,661) (61,925)(76,939) (3,935) Dividends paid (11,360) (10,195)(9,046) (3,400) Common stock sold 13,484issued 49 11,230 Purchase of treasury stock (58,492) 0 NET CASH PROVIDED BY FINANCING ACTIVITIES 174,883 139,97221,487 44,088 INCREASE (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 6,775 8,2568,152 12,254 Cash and cash equivalents at beginning of period 64,094 58,442 51,095 CASH AND CASH EQUIVALENTS AT END OF PERIOD $65,217 $59,351$72,246 $70,696 See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ninethree month period ended November 2, 1996May 3, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ended February 1, 1997ending January 31, 1998 due to the seasonal nature of the business. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended February 3, 1996.1, 1997. 2. The retail last-in, first-out (LIFO) inventory method is used to value merchandise inventories. Under this method, at November 2, 1996 the LIFO cost of merchandise inventories was approximately equal to the first-in, first-out (FIFO) cost. At October 28, 1995, the LIFO cost of merchandise inventories was approximately $1.8 million less than the FIFO cost. At each of February 3, 1996 and January 28, 1995, the LIFO cost of merchandise inventories was approximately equal to FIFO cost. 3. Net sales include leased department sales of $6.3 million and $7.3 million for the quarters ended November 2, 1996 and October 28, 1995, respectively. Leased department sales for the nine months ended November 2, 1996 and October 28, 1995 were $21.1 million and $23.2 million, respectively. Leased department sales for the twelve months ended November 2, 1996 and October 28, 1995 were $36.4 million and $41.6 million, respectively. 4. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," which is effective forOn May 19, 1997 the Company beginningamended its Certificate of Incorporation in order to change its name to Dillard's, Inc. 3. On February 4, 1996. SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages (but does not require) compensation cost to be measured based on fair value of the equity instrument awarded. Companies are permitted, however, to continue to apply APB Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock based compensation awards to employees and will disclose the required pro forma effect on net income and earnings per share. 5. On June 7, 1996,1997, the Company issued $100 million aggregate principal amount of its 7.375%7.15% notes due JuneFebruary 1, 2006. On July 17, 1996, the Company issued $100 million aggregate principal amount of its 7.75% notes due July 15, 2006.2007. The notes were sold in an underwritten public offerings.offering. 4. On February 21, 1997, the Board of Directors authorized the implementation of a Class A common stock repurchase program of up to $300 million. For the quarter ended May 3, 1997, a total of 1.9 million shares were purchased for a total of $58.5 million. 5. On March 31, 1997, the Company purchased seven stores in Virginia from Proffitt's, Inc. and on April 14, 1997 the Company purchased ten Mervyn's stores in Florida. ITEM 2 Management's Discussion And Analysis Of Financial Condition And Results Of Operations Results of Operations The following table sets forth operating results expressed as a percentage of net sales for the periods indicated: Three Months Ended Nine Months Ended Twelve Months Ended November 2 October 28 November 2 October 28 November 2 October 28 1996 1995 1996 1995 1996 1995 Net sales 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Cost of sales 67.2 65.1 66.0 65.6 66.1 65.2 Gross Profit 32.8 34.9 34.0 34.4 33.9 34.8 Advertising, selling, administrative and general expenses 26.4 25.6 26.1 25.5 24.8 24.2 Depreciation and amortization 3.5ITEM 2 Management's Discussion And Analysis Of Financial Condition And Results Of Operations Results of Operations The following table sets forth operating results expressed as a percentage of net sales for the periods indicated: Three Months Ended Twelve Months Ended May 3 May 4 May 3 May 4 1997 1996 1997 1996 Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 65.7 65.8 66.2 65.6 Gross Profit 34.3 34.2 33.8 34.4 Advertising, selling, administrative and general expenses 25.2 25.2 24.7 24.4 Depreciation and amortization 3.4 3.4 3.1 3.2 Rentals 0.7 0.8 0.9 1.0 Interest and debt expense 2.0 1.9 1.9 2.0 Impairment charges 0.0 0.0 0.0 2.1 Total operating expenses 31.3 31.3 30.6 32.7 Other income 3.1 3.3 2.9 3.0 Income before income taxes 6.1 6.2 6.1 4.7 Income taxes 2.3 2.3 2.3 1.8 Net income 3.8 3.9 3.8 3.6 3.7 3.1 3.5 Rentals 0.7 0.8 0.8 0.8 0.9 1.1 Interest and debt expense 2.0 2.1 2.1 2.2 2.0 2.0 Impairment charges 0.0 0.0 0.0 0.0 2.0 0.0 Total operating expenses 32.6 32.3 32.6 32.2 32.8 30.8 Other income 3.1 3.2 3.3 3.5 2.9 3.2 Income before income taxes 3.3 5.9 4.7 5.6 4.0 7.2 Federal and state income taxes 1.2 2.2 1.7 2.1 1.5 2.7 Net income 2.1 3.6 3.0 3.5 2.5 4.5
Sales for the thirdfirst quarter of 19961997 were $1,496.6$1,515.3 million as compared to $1,405.6$1,453.3 million for the thirdfirst quarter of 1995.1996. This is an increase of 6%4%. The sales increase forin comparable stores was 1%.were flat for the period versus last year. The ninetwelve month sales increase for 1997 over 1996 over 1995 was 7%4%; for comparable stores the increase was 3%. The twelve month sales increase for 1996 over 1995 was 8%; for comparable stores the increase was 3%1%. The majority of the increase in sales on a comparable store basis was attributable to an increase in the volume of goods sold rather than an increase in the price of goods. Cost of sales increaseddecreased slightly from 65.1%65.8% of net sales for the thirdfirst quarter of 19951996 to 67.2%65.7% for the thirdfirst quarter of 1996. For the nine months ended November 2, 1996 the increase was from 65.6% to 66.0% of net sales.1997. For the twelve months ended November 2,May 3, 1997 and May 4, 1996, and October 28, 1995, the cost of sales increased from 65.2%65.6% to 66.1%66.2% of net sales. These increases wereThis increase was due to a higher level of markdowns in the current year than in the prior year. Advertising, selling, administrative and general expenses increased to 26.4%remained constant at 25.2% of net sales for the third quarterfirst quarters of 1996 compared to 25.6% for the third quarter of 1995. For the nine months ended November 2, 19961997 and October 28, 1995 these expenses increased from 25.5% to 26.1% of net sales.1996. For the twelve months ended November 2,May 3, 1997 and May 4, 1996 and October 28, 1995 these expenses increased from 24.2%24.4% to 24.8%24.7% of net sales. The Company expensed the preopening costs associated with sixteen new stores opened in the first nine months of 1996. In prior years the Company expensed all preopening costs for the year in the fourth quarter. Additionally, the badBad debt expense increased as a percent of sales for the nine months ended November 2, 1996 as compared to the nine months ended October 28, 1995. Also,and payroll expense in the selling area waswere higher as a percentage of net sales in 1996for the twelve months ended May 3, 1997 as compared to 1995.the twelve months ended May 4, 1996. Depreciation and amortization expense was constant as a percentage of sales for the three months ended May 3, 1997 compared to the three months ended May 4, 1996 and decreased slightly as a percentage of sales from 19951996 in the three, nine and twelve month periodsperiod ended November 2, 1996.May 3, 1997. This decrease was due to the write down of certain impaired assets in the fourth quarter of 1995, somewhat offset by the fact that a higher proportion of the Company's properties wereare owned rather than leased. Rental expense decreased slightly from .8% of net sales for the thirdfirst quarter of 19951996 to .7% for the thirdfirst quarter of 1996. For the nine months ended November 2, 1996 and October 28, 1995 these expenses remained constant at .8% of net sales.1997. For the twelve months ended November 2,May 3, 1997 and May 4, 1996 and October 28, 1995 these expenses decreasedthe decrease was from 1.1%1.0% to .9% of net sales. This was due to a higher proportion of the Company's properties being owned rather than leased. Interest and debt expense decreasedincreased slightly from 2.1%1.9% of net sales for the thirdfirst quarter of 19951996 to 2.0% of net sales for the thirdfirst quarter of 1996. For the nine months ended November 2, 1996 and October 28, 1995, the decrease was from 2.2%1997 due to 2.1%a relatively higher level of net sales.debt for 1997 versus 1996. For the twelve months ended November 2,May 4, 1997 and May 3, 1996 and October 28, 1995 the interest and debt expense wasit decreased slightly from 2.0% to 1.9% of net sales. Interest and debt expense declined as a percentage of net sales due to a lower level of debt relative to sales, partially offset by higher interest rates on short- term debt. Service charges, interest and other income decreased from 3.3% of net sales for the first quarter of 1996 to 3.1% of net sales for the third quarters in 1996 and 1995. For the nine months ended November 2, 1996 and October 28, 1995 it decreased from 3.5% to 3.3%first quarter of net sales.1997. For the twelve months ended November 2,May 3, 1997 and May 4, 1996 and October 28, 1995 the decrease was from 3.2%3.0% to 2.9%. of net sales. The primary cause for this decrease was a decline in proprietary credit card sales as a percentage of total sales. The effective federal and state income tax rate was 37% for the threefirst quarter of 1997 and the nine months ended November 2, 1996 and 38% for the three and the nine months ended October 28, 1995.1996. Financial Condition The Company's working capital was $1,822,912,000$1.8 billion at November 2, 1996, $1,788,545,000May 3, 1997, $1.9 billion at February 3, 1996,1, 1997, and $1,736,774,000$1.7 billion at October 28, 1995.May 4, 1996. The current ratio for each of these periods was 2.4,2.6, 3.1 and 2.4,2.6, respectively. The lowerchanges in working capital and current ratio were caused by a higher level of inventory at each of November 2, 1996 and October 28, 1995May 3, 1997 compared to February 3, 1996 was primarily caused by a lower level of accounts receivable. This fluctuation in the accounts receivable balance arises from normal seasonal variation within the retail industry.1, 1997. The ratio of long-term debt to capitalization ratio was 32.2%32.1%, 32.2%30.4% and 32.3%30.2% at November 2,May 3, 1997, February 1, 1997, and May 4, 1996, February 3, 1996, and October 28, 1995, respectively. The ratio of long-term debt to capitalization is calculated by dividing the total amount of long-term debt and capitalcapitalized lease obligations by the sum of the total amount of long-term debt and capitalized lease obligations plus total equity. The increase in this ratio at May 3, 1997 was caused by a higher level of long-term debt as well as the repurchase of $58.5 million of the Company's Class A common stock during the quarter. On June 7, 1996,February 4, 1997, the Company issued $100 million 7.375%7.15% notes due JuneFebruary 1, 2006.2007. On July 17, 1996,May 15, 1997, the Company issued $100 million 7.75% notes due JulyMay 15, 2026.2027. The proceeds were used to reduce commercial papershort term borrowings. The Company invested $266,469,000$162.9 million in capital expenditures for the ninethree months ended November 2, 1996May 3, 1997 as compared to $269,327,000$73.5 million for the ninethree months ended October 28, 1995.May 4, 1996. In the first nine monthsquarter of 1997, the Company opened five new stores. During 1997, the Company plans to build six additional new stores and expand and remodel four existing stores. Also, during the first quarter of 1997 the Company completed the acquisition of seven stores in Virginia from Proffitt's, Inc. and ten Mervyn's stores in Florida.These stores are being remodeled and most will open during the third quarter of 1997.In June 1997, the Company plans to complete the purchase of three Houston area stores from Macy's. In 1996, the Company opened sixteen new stores one(one of which was a replacement store, andstore), expanded four existing stores. In 1995, the Company opened eleven new stores, two of which were replacementsix stores and expanded six existingclosed three stores. Merchandise inventories increased by 8%7% from $1,892,616,000$1.75 million at October 28, 1995May 4, 1996 to $2,046,085,000$1.87 million at November 2, 1996.May 3, 1997. The Company operated fifteen10 more stores at November 2, 1996May 3, 1997 versus October 28, 1995.May 4, 1996. This was the primary reason for the increase in inventory. On a comparable store basis, the rate of increase in merchandise inventories was 2%. The merchandise inventoryCompany's Registration Statement registering an additional $400 million in comparable stores increased by 1% from October 28, 1995 to November 2, 1996.debt securities went effective on May 9, 1997. Fluctuations in certain other balance sheet accounts between February 1, 1997 and May 3, 1996 and November 2, 19961997 reflect normal seasonal variations within the retail industry. The levels of merchandise inventories and accounts receivable fluctuate due to the seasonal nature of the retail business. Along with the fluctuations in these current assets, there is also a corresponding fluctuation in trade accounts payable and commercial paper. Item 3. Quantitative and Qualitative Disclosure About Market Risk. Interim information is not required until after the first fiscal year end in which this item is applicable. PART II OTHER INFORMATION ITEM 5 Other Information Ratio of Earnings to Fixed Charges The Company has calculated the ratio of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the Securities and Exchange Commission as follows: NineThree Months Ended Fiscal Year Ended November 2 OctoberMay 3 May 4 Feb. 1 Feb. 3 Jan. 28 February 3 January 28 JanuaryJan. 29 JanuaryJan. 30 February 11997 1996 19951997 1996 1995 1994 1993 1992 2.92 3.183.63 3.69 3.61 2.86 3.72 3.57 3.59 3.41 ITEM 6 Exhibits and Reports on Form 8-K (a) Exhibit (3): Restated Certificate of Incorporation, as amended Exhibit (11): Statement re: Computation of Per Share Earnings Exhibit (12): Statement re: Computation of Ratio of Earnings to Fixed Charges (b) Reports on Form 8-K filed during the thirdfirst quarter: None.The Company filed a report on February 3, 1997 relating to the issue of $100 million aggregate principal amount of 7.15% Notes maturing on February 1, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DILLARD DEPARTMENT STORES,DILLARD'S, INC. (Registrant) DATE: December 17, 1996June 6, 1997 /s/James I. Freeman James I. Freeman Senior Vice President & Chief Financial Officer (Principal Financial & Accounting Officer) EXHIBIT INDEX Exhibits to Form 10-Q Exhibit Number Exhibit 3 Restated Certificate of Incorporation, as amended 11 Statement re: Computation of Per Share Earnings 12 Statement re: Computation of Ratio of Earnings to Fixed Charges