SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                     _______________________

                            FORM 8-K

                         CURRENT REPORT
                     _______________________


             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                          May 12, 1997
        DATE OF REPORT (Date of earliest event reported)


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



     DELAWARE            1-6140             71-0388071
 (State or other        (Commission       (IRS Employer
 jurisdiction of        File Number)      Identification
  incorporation)                             Number)         


        1600 Cantrell Road, Little Rock, Arkansas  72201
            (Address of principal executive offices)
                           (Zip Code)

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



Item 5.   Other Events

     Pursuant to the terms and conditions of a Pricing Agreement
between Registrant and Morgan Stanley & Co. Incorporated dated May
12, 1997, Registrant will issue on or about May 15, 1997 its 7.75%
Notes limited to $100,000,000 aggregate principal amount maturing
on May 15, 2027.  The Notes are not subject to redemption prior to
the maturity date.  

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

     Exhibit 1(g)   Pricing Agreement dated May 12, 1997 between
                    Dillard Department Stores, Inc. and Morgan
                    Stanley & Co. Incorporated

     Exhibit 4(4)   Form of 7.75% Note


     

                            SIGNATURE

          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 hereunto duly authorized.

                              DILLARD DEPARTMENT STORES, INC.
                                   (Registrant)


                              By:  /s/ James I. Freeman                      
                                   James I. Freeman
                                   Senior Vice President and Chief
                                   Financial Officer

                                                

Date:  May 13, 1997
                   


                          Exhibit Index


                      Exhibits to Form 8-K



  Number in                        
Exhibit Table       Exhibit        


    1(g)            Pricing Agreement dated
                    May 12, 1997 between the
                    Registrant and Morgan Stanley
                    & Co. Incorporated

 
    4(h)            Form of 7.75% Note