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

                         July 30, 1998
        DATE OF REPORT (Date of earliest event reported)


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

     DELAWARE                    1-6140                71-0388071
 (State  or  other              (Commission           (IRS Employer
jurisdiction of incorporation)   File  Number)    Identification 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  certain  Terms
Agreements between Registrant and Morgan Stanley dated  July  30,
1998,  Registrant  will  issue on or about  August  7,  1998  its
$200,000,000 aggregate principal amount of 6.43% Notes due  2004,
$100,000,000 aggregate principal amount of 6.69% Notes due  2007,
$200,000,000 aggregate principal amount of  the 7.13%  Debentures
due  2018,  $100,000,000 aggregate principal amount of the  6.08%
REset  Put  Securities due 2010, $100,000,000 aggregate principal
amount  of  the 6.17% REset Put Securities due 2011, $150,000,000
aggregate principal amount of  the 6.31% REset Put Securities due
2012  and  $150,000,000 aggregate principal amount of  the  6.39%
REset Put Securities due 2013.

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

     Exhibit 1(a)   Terms  Agreement dated July 30, 1998  between
                    Dillard's,  Inc.  ("Dillard's")  and   Morgan
                    Stanley & Co. Incorporated, as representative
                    of   the  Underwriters  named  in  the  Terms
                    Agreement ("Morgan Stanley"), relating to the
                    6.43% Notes due 2004

     Exhibit 1(b)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.69% Notes due 2007

     Exhibit 1(c)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    7.13% Debentures due 2018

     Exhibit 1(d)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.08% REset Put Securities due 2010

     Exhibit 1(e)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.17% REset Put Securities due 2011

     Exhibit 1(f)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.31% REset Put Securities due 2012

     Exhibit 1(g)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.39% REset Put Securities due 2013


     Exhibit 4(a)   Form of 6.43% Notes due 2004

     Exhibit 4(b)   Form of 6.69% Notes due 2007

     Exhibit 4(c)   Form of 7.13% Debentures due 2018

     Exhibit 4(d)   Form of 6.08% REset Put Securities due 2010

     Exhibit 4(e)   Form of 6.17% REset Put Securities due 2011

     Exhibit 4(f)   Form of 6.31% REset Put Securities due 2012

     Exhibit 4(g)   Form of 6.39% REset Put Securities due 2013



     

                           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'S, INC.
                                   (Registrant)


                              By: /s/ Steven K. Nelson
                                  Steven K. Nelson
                                   Vice President



Date: August 4, 1998


                         Exhibit Index


                      Exhibits to Form 8-K



       Number in
     Exhibit Table                 Exhibit


     Exhibit 1(a)   Terms  Agreement dated July 30, 1998  between
                    Dillard's,  Inc.  ("Dillard's")  and   Morgan
                    Stanley & Co. Incorporated, as representative
                    of   the  Underwriters  named  in  the  Terms
                    Agreement ("Morgan Stanley"), relating to the
                    6.43% Notes due 2004

     Exhibit 1(b)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.69% Notes due 2007

     Exhibit 1(c)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    7.13% Debentures due 2018

     Exhibit 1(d)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.08% REset Put Securities due 2010

     Exhibit 1(e)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.17% REset Put Securities due 2011

     Exhibit 1(f)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.31% REset Put Securities due 2012

     Exhibit 1(g)   Terms  Agreement dated July 30, 1998  between
                    Dillard's and Morgan Stanley, relating to the
                    6.39% REset Put Securities due 2013

     Exhibit 4(a)   Form of 6.43% Notes due 2004

     Exhibit 4(b)   Form of 6.69% Notes due 2007

     Exhibit 4(c)   Form of 7.13% Debentures due 2018

     Exhibit 4(d)   Form of 6.08% REset Put Securities due 2010

     Exhibit 4(e)   Form of 6.17% REset Put Securities due 2011

     Exhibit 4(f)   Form of 6.31% REset Put Securities due 2012

     Exhibit 4(g)   Form of 6.39% REset Put Securities due 2013