Securities and Exchange Commission
                          Washington, D.C.  20549


                               Form 10-Q/A

                      Dillard Department Stores, Inc.
                (Exact Name of Registrant as Specified in Charter)

                              Amendment No. 1

The undersigned registrant hereby amends Item 1 of its
Quarterly Report on form 10-Q for the quarterly period ended
April 29, 1995, by amending the twelve months average shares 
outstanding and the headings appearing above the columns on its 
Consolidated Statements of Income and Retained Earnings.
Item 1, as amended, appears below in its entirety.



ITEM 1    Financial Statements

CONSOLIDATED BALANCE SHEETS
DILLARD DEPARTMENT STORES, INC.
(Unaudited)
(Thousands)
                                        April 29    January 28    April 30
                                          1995         1995         1994
ASSETS
CURRENT ASSETS
  Cash and cash equivalents               $48,889      $51,095      $49,619
  Trade accounts receivable             1,034,356    1,102,104    1,031,967
  Merchandise inventories               1,584,719    1,362,756    1,480,884
  Other current assets                      9,410        8,847        5,086
        TOTAL CURRENT ASSETS            2,677,374    2,524,802    2,567,556

INVESTMENTS AND OTHER ASSETS               75,653       68,810       68,038
PROPERTY AND EQUIPMENT, NET             1,942,851    1,911,453    1,874,578
CONSTRUCTION IN PROGRESS                   33,399       49,469       19,293
BUILDINGS UNDER CAPITAL LEASES             22,831       23,223       24,788

                                       $4,752,108   $4,577,757   $4,554,253

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade accounts payable and  
     accrued expenses                    $660,364     $545,522     $633,105
  Commercial paper                        129,825       89,906      137,124
  Federal and state income taxes           44,967       65,454       46,036
  Current portion of long-term debt        55,865       55,903       65,082
  Current portion of capital lease 
     obligations                            2,038        2,173        2,060
        TOTAL CURRENT LIABILITIES         893,059      758,958      883,407

LONG-TERM DEBT                          1,173,998    1,178,503    1,236,616

CAPITAL LEASE OBLIGATIONS                  22,046       22,279       23,890
DEFERRED INCOME TAXES                     294,450      294,450      282,648

STOCKHOLDERS' EQUITY
  Preferred Stock                             440          440          440
  Common Stock                              1,130        1,130        1,130
  Additional paid-in capital              624,086      624,086      622,634
  Retained earnings                     1,742,899    1,697,911    1,503,488
                                        2,368,555    2,323,567    2,127,692

                                       $4,752,108   $4,577,757   $4,554,253

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      Twelve Months Ended
                                  April 29   April 30      April 29   April 30
                                    1995       1994         1995       1994

Net sales (including leased
  departments)                   $1,326,754 $1,283,941   $5,588,616 $5,251,410
Service charges, interest,
   and other                         47,522     48,022      182,285    182,393
                                  1,374,276  1,331,963    5,770,901  5,433,803


Cost and expenses:
  Cost of sales                     881,928    853,079    3,643,477  3,405,886
  Advertising, selling, 
     administrative and general
     expenses                       327,460    311,210    1,344,603  1,256,628
  Depreciation and amortization      47,816     45,716      192,399    175,941
  Rentals                            11,629     13,395       63,150     65,487
  Interest and debt expense          27,414     30,652      121,044    128,564
                                  1,296,247  1,254,052    5,364,673  5,032,506
     INCOME BEFORE INCOME TAXES      78,029     77,911      406,228    401,297
Federal and state income taxes       29,650     29,605      154,365    160,030
     NET INCOME                      48,379     48,306      251,863    241,267
Retained earnings at beginning
  of period                       1,697,911  1,457,443    1,503,488  1,271,275
                                  1,746,290  1,505,749    1,755,351  1,512,542
Cash dividends declared              (3,391)    (2,261)     (12,452)    (9,054)
     RETAINED EARNINGS AT END
       OF PERIOD                 $1,742,899 $1,503,488   $1,742,899 $1,503,488

Net income per common share           $0.43      $0.43        $2.23      $2.14
Cash dividends declared 
   per common share                   $0.03      $0.02        $0.08      $0.08
Average shares outstanding          113,046    113,001      113,025    112,888


See notes to consolidated financial statements.




CONSOLIDATED STATEMENTS OF CASH FLOWS
DILLARD DEPARTMENT STORES, INC.
(Unaudited)
(Thousands)

                                                           Three Months Ended
                                                          April 29   April 30
                                                            1995       1994


OPERATING ACTIVITITES
   Net income                                              $48,379    $48,306
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                        48,153     46,118
       Changes in operating assets and liabilities:
         Decrease in trade accounts receivable              67,748     64,563
         Increase in merchandise inventories and 
           other current assets                           (222,526)  (177,050)
         Increase in investments and other assets           (7,180)   (16,330)
         Increase in trade accounts payable and 
           accrued expenses and income taxes                94,365     95,644
            NET CASH PROVIDED BY (USED IN) 
                          OPERATING ACTIVITIES              28,939     61,251

INVESTING ACTIVITIES
   Purchase of property and equipment                      (62,752)   (42,905)
            NET CASH USED IN INVESTING ACTIVITIES          (62,752)   (42,905)


FINANCING ACTIVITIES
   Net increase (decrease) in commercial paper              39,919     (8,152)
   Principal payments on long-term debt and 
     capital lease obligations                              (4,911)    (9,569)
   Dividends paid                                           (3,401)    (2,250)
            NET CASH PROVIDED BY FINANCING ACTIVITIES       31,607    (19,971)
DECREASE INCREASE IN CASH AND CASH EQUIVALENTS              (2,206)    (1,625)

Cash and cash equivalents at beginning of period            51,095     51,244

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $48,889    $49,619


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 three month period ended April 29, 1995 are
         not necessarily indicative of the results that may be expected for the
         fiscal year ended February 3, 1996 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 January 28, 1995.


2.       The retail last-in, first-out (LIFO) inventory method is used to value
         merchandise inventories.  Under this method, at April 29, 1995, and
         April 30, 1994, the LIFO cost of merchandise inventories was
         approximately $500,000 and $14,500,000, respectively, less than the
         first-in, first-out (FIFO) cost.  At January 28, 1995, the LIFO cost of
         merchandise inventories was approximately equal to FIFO  cost.  At
         January 29, 1994, the LIFO cost of merchandise inventories was
         approximately $13,200,000 less than FIFO cost. 

3.       Net sales include leased department sales of $7,300,000 and $8,900,000
         for the quarters ending April 29, 1995 and April 30, 1994, 
         respectively.  Leased department sales for the twelve months ending 
         April 29, 1995 and April 30, 1994 were $44,600,000 and $61,200,000,
         respectively. 


4.       On June 1, 1995, the Company issued $100,000,000 aggregate principal
         amount of its 6.875% coupon, (6.99% yield to maturity) notes due 
         June 1, 2005.  The notes were sold in an underwritten public 
         offering.


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly
authorized.


                                Dillard Department Stores, Inc.


Date:   June 19, 1995           By:    Steven K. Nelson      
                                     Steven K. Nelson
                                Vice President, Controller