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<SEC-DOCUMENT>0000028917-98-000004.txt : 19980427
<SEC-HEADER>0000028917-98-000004.hdr.sgml : 19980427
ACCESSION NUMBER:		0000028917-98-000004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	19980131
FILED AS OF DATE:		19980424
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DILLARD DEPARTMENT STORES INC
		CENTRAL INDEX KEY:			0000028917
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-DEPARTMENT STORES [5311]
		IRS NUMBER:				710388071
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06140
		FILM NUMBER:		98601079

	BUSINESS ADDRESS:	
		STREET 1:		1600 CANTRELL RD
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72201
		BUSINESS PHONE:		5013765200
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<TEXT>

<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, 1998

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

          DELAWARE                               71-0388071
      (State or other jurisdiction              (IRS Employer
   of incorporation or organization)           Identification Number)
                         
           1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS       72201
           (Address of principal executive offices)(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class                Name of each exchange on which registered    
  Class A Common Stock                     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                              None

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 by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.    [X]

State the aggregate market value of the voting stock held by non-affiliates 
of the Registrant as of March 31, 1997:   $3,744,035,235

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of March 31, 1998:

     Class A Common Stock, $.01 par value               103,630,436
     Class B Common Stock, $.01 par value                 4,016,929

<PAGE>


                  DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Stockholders Report for the fiscal
year ended January 31, 1998 (the "Report") are incorporated
by reference into Parts I and II.  

Portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held May 16, 1998 (the "Proxy Statement")
are incorporated by reference into Part III.  


<PAGE>

The Company cautions that any forward-looking statements (as
such term is defined in the Private Securities Litigation
Reform Act of 1995) contained in this report or made by
management of the Company involve risks and uncertainties
and are subject to change based on various important
factors.  The following factors, among others, could affect
the Company's financial performance and could cause actual
results for 1998 and beyond to differ materially from those
expressed or implied in any such forward-looking statements:
economic and weather conditions in the regions in which the
Company's stores are located and their effect on the buying
patterns of the Company's customers, changes in consumer
spending patterns and debt levels, trends in personal
bankruptcies and the impact of competitive market forces.  

                                PART I

ITEM 1.  BUSINESS.

      General

      Dillard's, Inc. ("Company" or "Registrant") is an
      outgrowth of a department store originally founded in
      1938 by William Dillard.  The Company was incorporated
      in Delaware in 1964.  The Company operates retail
      department stores located primarily in the southwest,
      southeast and midwest.

      The department store business is highly competitive. 
      The Company has several competitors on a national and
      regional level as well as numerous competitors on a
      local level.  Many factors enter into competition for
      the consumer's patronage, including price, quality,
      style, service, product mix, convenience and credit
      availability.  The Company's earnings depend to a
      significant extent on the results of operations for the
      last quarter of its fiscal year.  Due to holiday buying
      patterns, sales for that period average approximately
      one-third of annual sales.  

      For additional information with respect to the
      Registrant's business, reference is made to information
      contained on page 12, under the heading "Dillard's
      Locations," page 14 under the headings "Net Sales,"
      "Net Income," "Total Assets" and "Number of Employees -
       Average," and page 32 of the Report, which information
      is incorporated herein by reference.  

      Executive Officers of the Registrant

      The following table lists the names and ages of all
      Executive Officers of the Registrant, the nature of any
      family relationship between them, and all positions and
      offices with the Registrant presently held by each
      person named.  All of the Executive Officers listed
      below have been in managerial positions with the
      Registrant for more than five years, except for Paul J.
      Schroeder, Jr..  Mr. Schroeder has been employed by the
      Registrant as Vice President since January, 1998. 
      Prior to that employment, he was a Partner in St. Louis
      based, international law firm Bryan Cave, LLP
      specializing in labor and employment law. 
   
<PAGE>

Name                    Age   Position and Office       Family Relationships

William Dillard         83    Chairman of the Board;        Father of William
                              Chief Executive Officer       Dillard II, Drue
                                                            Corbusier, Alex
                                                            Dillard and Mike
                                                            Dillard

William Dillard II      53    Director; President           Son of
                              & Chief Operating Officer     William Dillard

Alex Dillard            48    Director; Executive           Son of
                              Vice President                William Dillard

Mike Dillard            46    Director; Executive           Son of 
                              Vice President                William Dillard

H. Gene Baker           59    Vice President                None

Joseph P. Brennan       53    Vice President                None

G. Kent Burnett         53    Vice President                None

Drue Corbusier          51    Director; Vice President      Daughter of
                                                            William Dillard 

David M. Doub           51    Vice President                None

John A. Franzke         66    Vice President                None

James I. Freeman        48    Director; Senior Vice         None
                              President; Chief Financial
                              Officer

Randal L. Hankins       47    Vice President                None

T. R. Gastman           68    Vice President                None

Paul J. Schroeder, Jr.  50    Vice President                None

<PAGE>

ITEM 2.  PROPERTIES.

      All of the Registrant's stores are owned or leased from a
      wholly-owned subsidiary or from third parties.  The
      Registrant's third-party store leases typically provide for
      rental payments based upon a percentage of net sales with a
      guaranteed minimum annual rent, while the lease terms between
      the Registrant and its wholly-owned subsidiary vary.  In
      general, the Company pays the cost of insurance, maintenance
      and any increase in real estate taxes related to these leases. 
      At fiscal year end there were 270 stores in operation with
      gross square footage of 43,300,000.  The Company owned or
      leased from a wholly-owned subsidiary a total of 204 stores
      with 33,200,000 square feet.  The Company leased 66 stores
      from third parties which totalled 10,100,000 square feet.  For
      additional information with respect to the Registrant's
      properties and leases, reference is made to information
      contained on page 12 under the heading "Dillard's Locations,"
      and Notes 3, 9 and 10, "Notes to Consolidated Financial
      Statements," on pages 25, 26, 29 and 30 of the Report, which
      information is incorporated herein by reference.

ITEM 3.  LEGAL PROCEEDINGS.

      The Company has no material legal proceedings pending against it.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      None

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.

      With respect to the market for the Company's common stock,
      market prices, and dividends, reference is made to information
      contained page 33 of the Report, which information is
      incorporated herein by reference.  As of March 31, 1998, there
      were 5,527 record holders of the Company's Class A Common
      Stock and 10 record holders of the Company's Class B Common
      Stock.  

ITEM 6.  SELECTED FINANCIAL DATA.

      Reference is made to information under the heading "Table of
      Selected Financial Data" on pages 14 and 15 of the Report,
      which information is incorporated herein by reference.  

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

      Reference is made to information under the heading
      "Management's Discussion and Analysis of Financial Condition
      and Results of Operation" on pages 16 through 18 of the
      Report, which information is incorporated herein by reference.

<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
      
      Reference is made to information under the heading
      "Quantitative and Qualitative Disclosures About Market Risk" on
      page 18 of the Report, which information is incorporated herein by
      reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      Reference is made to the consolidated financial statements and
      notes thereto included on pages 19 through 31 of the Report,
      which are incorporated herein by reference.

      
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

      None.  
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      A.    Directors of the Registrant.

            Information regarding directors of the Registrant is
            incorporated herein by reference to the information on
            pages 5 through 7 under the heading "Nominees for
            Election as Directors" and page 12 under the heading
            "Section 16(a) Beneficial Ownership Reporting 
            Compliance" in the Proxy Statement.  

      B.    Executive Officers of the Registrant.

            Information regarding executive officers of the
            Registrant is incorporated herein by reference to Item 1
            of this report under the heading "Executive Officers of
            the Registrant."  Reference additionally is made to the
            information under the heading "Section 16(a) Beneficial
            Ownership Reporting Compliance" on page 12 in the Proxy
            Statement, which information is incorporated herein by
            reference.  

ITEM 11. EXECUTIVE COMPENSATION.

      Information regarding executive compensation and compensation
      of directors is incorporated herein by reference to the
      information beginning on page 8 under the heading
      "Compensation of Directors and Executive Officers" and
      concluding on page 10 under the heading "Compensation
      Committee Interlocks and Insider Participation" in the Proxy
      Statement.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.  

      Information regarding security ownership of certain beneficial
      owners and management is incorporated herein by reference to
      the information on page 4 under the heading "Principal Holders
      of Voting Securities" and page 5 under the heading "Nominees
      for Election as Directors" and continuing through footnote 15
      on page 7 in the Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding certain relationships and related
      transactions is incorporated herein by reference to the
      information on page 12 under the heading "Certain
      Relationships and Transactions" in the Proxy Statement and to
      the information regarding Mr. Davis on page 10 under the
      heading "Compensation Committee Interlocks and Insider
      Participation" in the Proxy Statement.

                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
         FORM 8-K.

      (a)(1)      Financial Statements

The following consolidated financial statements of the Registrant
and its consolidated subsidiaries included in the Report are
incorporated herein by reference to Item 8 of this report:  

      Consolidated Balance Sheets - January 31, 1998 and February 1, 1997 
      Consolidated Statements of Income - Fiscal years ended January 31, 1998,
          February 1, 1997 and February 3, 1996 
      Consolidated Statements of Stockholders' Equity - Fiscal years ended 
          January 31, 1998, February 1, 1997 and February 3, 1996 
      Consolidated Statements of Cash Flows - Fiscal years ended
          January 31, 1998, February 1,1997 and February 3, 1996 
      Notes to Consolidated Financial Statements - Fiscal years ended 
          January 31, 1998, February 1, 1997 and February 3, 1996 
       

      (a)(2)      Financial Statement Schedules

The following consolidated financial statement schedule of the
Registrant and its consolidated subsidiaries is filed pursuant to
Item 14(d) (this schedule appears immediately following the
signature page):


      Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.

<PAGE>

      (a)(3)      Exhibits and Management Compensatory Plans
Exhibits

The following exhibits are filed pursuant to Item 14(c):

Number                        Description

* 3(a)      Restated Certificate of Incorporation (Exhibit 3 to Form
            10-Q for the quarter ended August 1, 1992 in 1-6140)
* 3(b)      By-Laws as currently in effect. (Exhibit 3(b) to Form 10-K
            for the fiscal year ended January 30, 1993 in 1-6140)
* 4(a)      Indenture between the Registrant and Chemical Bank,
            Trustee, dated as of October 1, 1985 (Exhibit (4) in 2-85556)
* 4(b)      Indenture between the Registrant and Chemical Bank,
            Trustee, dated as of October 1, 1986 (Exhibit (4) in 33-8859)
* 4(c)      Indenture between Registrant and Chemical Bank, Trustee,
            dated as of April 15, 1987 (Exhibit 4.3 in 33-13534) 
* 4(d)      Indenture between Registrant and Chemical Bank, Trustee,
            dated as of May 15, 1988, as supplemented (Exhibit 4 in
            33-21671, Exhibit 4.2 in 33-25114 and Exhibit 4(c) to
            Current Report on Form 8-K dated September 26, 1990 in 1-6140)
* 4(e)      Indenture between Dillard Investment Co., Inc. and
            Chemical Bank, Trustee, dated as of April 15, 1987, as
            supplemented (Exhibit 4.1 in 33-13535 and Exhibit 4.2 in
            33-25113)
*10(a)      Retirement Contract of William Dillard dated March 8,
            1997 (Exhibit 10(a) to Form 10-K for the fiscal year
            ended February 1, 1997 in 1-6140) 
*10(b)      1990 Incentive and Nonqualified Stock Option Plan
            (Exhibit 10(b) to Form 10-K for the fiscal year ended
            January 30, 1993 in 1-6140) 
*10(c)      Corporate Officers Non-Qualified Pension Plan (Exhibit
            10(c) to Form 10-K for the fiscal year ended January 29,
            1994 in 1-6140)
*10(d)      Senior Management Cash Bonus Plan (Exhibit 10(d) to Form
            10-K for the fiscal year ended January 28, 1995 in 1-6140)
 12         Statement Re:  Computation of Ratio of Earnings to Fixed
            Charges
 13         Incorporated portions of the Annual Stockholders Report
            for the fiscal year ended January 31, 1998
 21         Subsidiaries of the Registrant
 23         Consent of Independent Auditors
____________ 
* Incorporated herein by reference as indicated.

<PAGE>

Management Compensatory Plans

Listed below are the management contracts and compensatory plans
which are required to be filed as exhibits pursuant to Item 14(c):

      Retirement Contract of William Dillard dated March 8, 1997 
      1990 Incentive and Nonqualified Stock Option Plan
      Corporate Officers Non-Qualified Pension Plan 
      Senior Management Cash Bonus Plan


      (b)   Reports on Form 8-K filed during the fourth quarter:

      The Company filed a report on January 9, 1998 relating to the
      issuance of $100 million aggregate principal amount of 6 5/8%
      Notes maturing on January 15, 2018.
            
      (c)   Exhibits

      See the response to Item 14(a)(3).

      (d)   Financial statement schedules

      See the response to Item 14(a)(2).

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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's, Inc. 
                                          Registrant

  April 24, 1998                   /s/  James I. Freeman                   
Date                             James I. Freeman, Senior Vice President and 
                                        Chief Financial Officer
                                 (Principal Financial & Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacity and on the date
indicated.


 /s/ William Dillard                      /s/ Drue Corbusier                 
William Dillard                           Drue Corbusier
Chairman and Chief Executive              Vice President and Director
 Officer (Principal Executive
 Officer) 

/s/ Calvin N. Clyde, Jr.                  /s/ Robert C. Connor              
Calvin N. Clyde, Jr.                      Robert C. Connor
Director                                  Director

/s/ Will D. Davis                         /s/ Alex Dillard                  
Will D. Davis                             Alex Dillard
Director                                  Executive Vice President 
                                           and Director

/s/ Mike Dillard                          /s/ William Dillard II            
Mike Dillard                              William Dillard II
Executive Vice President and              President and Chief Operating 
 Director                                   Officer and Director


/s/ James I. Freeman                      /s/ William H. Sutton             
James I. Freeman                          William H. Sutton    
Senior Vice President and Chief           Director
 Financial Officer and Director

/s/ John Paul Hammerschmidt               /s/ William B. Harrison, Jr.      
John Paul Hammerschmidt                   William B. Harrison, Jr.
Director                                  Director

/s/ Jackson T. Stephens                   /s/ John H. Johnson         
Jackson T. Stephens                       John H. Johnson 
Director                                  Director

/s/ E. Ray Kemp                        
E. Ray Kemp            
Director          
                                     April 24, 1998                     
                                    Date

<PAGE>


INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of Dillard's, Inc.
Little Rock, Arkansas

We have audited the consolidated financial statements of Dillard's, Inc. and 
subsidiaries as of January 31, 1998 and February 1, 1997, and for each of the
three years in the period ended January 31, 1998, and have issued our report 
thereon dated February 23, 1998; such consolidated financial statements and 
report (which report includes an explanatory paragraph relating to a change 
in accounting for the impairment of long-lived assets and for long-lived 
assets to be disposed of) are included in your 1997 Annual Report to 
Stockholders and are incorporated herein by reference.  Our audits also 
included the consolidated financial statement schedule of Dillard's, Inc. and
subsidiaries, listed in Item 14.  This consolidated financial statement
schedule is the responsibility of the Company's management.  Our 
responsibility is to express an opinion based on our audits.  In our opinion,
such consolidated financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.



DELOITTE & TOUCHE LLP

New York, New York
February 23, 1998

<PAGE>
<TABLE>

                    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                           DILLARD'S, INC. AND SUBSIDIARIES
      
                           (DOLLAR AMOUNTS IN THOUSANDS)
    COL. A            COL. B         COL. C          COL.D          COL. E       COL. F

                                           ADDITIONS
                       BALANCE      CHARGED TO     CHARGED TO                    BALANCE
                    AT BEGINNING     COST AND    OTHER ACCOUNTS   DEDUCTIONS -    AT END
DESCRIPTION           OF PERIOD      EXPENSES       DESCRIBE       DESCRIBE      OF PERIOD
<C>                     <C>            <C>             <C> <C>      <C>    <C>    <C>
Allowance for losses on accounts
receivable:

Year ended
 January 31, 1998:      $24,169        55,816                       52,176 (2)    $27,809    

Year ended
 February 1, 1997:      $19,528        66,629           23 (1)      62,011 (2)    $24,169

Year ended
 February 3, 1996:      $15,307        52,522          708 (1)      49,009 (2)    $19,528



(1)   Represents the allowance for losses on accounts acquired.

(2)   Accounts written off and charged to allowance for losses on accounts 
      receivable (net of recoveries).

</TABLE>
<PAGE>

                      EXHIBIT INDEX

Number                 Description

* 3(a)      Restated Certificate of Incorporation
            (Exhibit 3 to Form 10-Q for the quarter
            ended August 1, 1992 in 1-6140)
* 3(b)      By-Laws as currently in effect (Exhibit 3(b) to Form 
            10-K for the fiscal year ended January 30, 1993, in 1-6140)
* 4(a)      Indenture between the Registrant and
            Chemical Bank, Trustee, dated as of
            October 1, 1985 (Exhibit (4) in 2-85556)
* 4(b)      Indenture between the Registrant and
            Chemical Bank, Trustee, dated as of
            October 1, 1986 (Exhibit (4) in 33-8859)
* 4(c)      Indenture between Registrant and
            Chemical Bank, Trustee, dated as of
            April 15, 1987 (Exhibit 4.3 in 33-13534)
* 4(d)      Indenture between Registrant and
            Chemical Bank, Trustee, dated as of
            May 15, 1988, as supplemented (Exhibit
            4 in 33-21671, Exhibit 4.2 in 33-25114
            and Exhibit 4(c) to Current Report on
            Form 8-K dated September 26, 1990 in 1-6140)
* 4(e)      Indenture between Dillard Investment
            Co., Inc. and Chemical Bank, Trustee,
            dated as of April 15, 1987, as
            supplemented (Exhibit 4.1 in 33-13535
            and Exhibit 4.2 in 33-25113)
*10(a)      Retirement Contract of William Dillard
            dated March 8,1997 (Exhibit 10(a) to
            Form 10-K for the fiscal year ended
            February 1, 1997 in 1-6140)
*10(b)      1990 Incentive and Nonqualified Stock
            Option Plan (Exhibit 10(b) to Form 10-K
            for the fiscal year ended January 30, 1993 in 1-6140)
*10(c)      Corporate Officers Non-Qualified Pension Plan
            (Exhibit 10(c) to Form 10-K for the fiscal year
            ended January 29, 1994 in 1-6140)
*10(d)      Senior Management Cash Bonus Plan (Exhibit 10(d)
            to Form 10-K for the fiscal year ended January 28, 1995 
            in 1-6140)
 12         Statement Re:  Computation of Ratio of
            Earnings to Fixed Charges
 13         Incorporated portions of the Annual
            Stockholders Report for the fiscal year
            ended January 31, 1998
 21         Subsidiaries of the Registrant
 23         Consent of Independent Auditors
__________________ 
* Incorporated herein by reference as indicated.

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>2
<TEXT>

<TABLE>

EXHIBIT 12 - STATEMENT RE:  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                               (DOLLAR AMOUNTS IN THOUSANDS)




                                                               Fiscal Year Ended
                                         JANUARY 31, FEBRUARY 1, FEBRUARY 3, JANUARY 28, JANUARY 29
                                            1998        1997        1996        1995        1994
<S>                                       <C>         <C>         <C>         <C>         <C>
Consolidated pretax income                $410,035    $378,761    $269,653    $406,110    $399,534
Fixed charges (less capitalized interest)  147,466     139,188     139,666     145,921     152,568

EARNINGS                                  $557,501    $517,949    $409,319    $552,031    $552,102

Interest                                  $129,237    $120,599    $120,054    $124,282    $130,915

Capitalized interest                         3,644       4,420       3,567       2,545       1,882

Interest factor in rent expense             18,229      18,589      19,612      21,639      21,653

FIXED CHARGES                             $151,110    $143,608    $143,233    $148,466    $154,450

Ratio of earnings to fixed charges            3.69        3.61        2.86        3.72        3.57

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<TEXT>

<PAGE>

Dillard's
Table of Contents

Page 1	    The Corporation
Page 2	    Letter to the Stockholders
Page 4	    Focused on Growth
Page 6	    Growth Through Development and Acquisition
Page 8	    New Stores, Stores Acquired and Stores Expanded
Page 10	   Corporate Organization
Page 11	   Board of Directors
Page 12	   Dillard's Store Locations
Page 13	   Financial Review

The Corporation

	Sixty years ago, William Dillard established the first Dillard's store in 
Nashville, Arkansas. From this humble beginning, the Company has emerged as one 
of the most successful retail chains in the United States, with annual sales of 
more than $6.6 billion.
	Today, Dillard's, Inc., comprises 263 full-line, traditional stores and 
seven clearance centers in 27 states, offering a distinctive mix of name-brand 
and private-label merchandise. With everyday value pricing and special emphasis 
on fashion apparel and home furnishings, Dillard's appeals to middle and upper-
middle income consumers.  
	The Company's philosophy continues to embrace an ambitious program of 
expansion and remodeling, as well as aggressive responses to industry trends in 
merchandise and pricing.

<PAGE 1>

Letter to the Stockholders

For nearly 60 years, Dillard's has grown steadily by delivering superior 
service to our customers on quality merchandise offered at an exceptional 
value. For 1997, I am pleased to report sales and net income reached record 
levels. Our sales grew to $6.6 billion, which is an overall growth rate of 6%. 
The sales for comparable stores increased by 2% in 1997, when compared with 
last year. Diluted earnings per share rose 10.5% to $2.31 in 1997, from $2.09 
for 1996. 
	During 1997, we constructed 12 new stores, growing opportunities in new 
markets and strengthening our presence in existing ones. We placed our 
footprint on the map in two new states, with our new stores constructed in 
Cheyenne, Wyoming, and Stockton, California. Our welcome in these new states by 
these communities was extremely enthusiastic and we were honored by the 
excitement of our new customers. In addition, stores were opened in Macon, 
Georgia; Memphis, Tennessee; Colorado Springs, Colorado; Longmont, Colorado; 
Waterloo, Iowa; Olathe, Kansas; Sandy, Utah; Meridian, Mississippi; Baton 
Rouge, Louisiana and Richmond, Indiana. We also expanded four stores and closed 
three stores during the year, two of which were clearance centers.

<PAGE 2>

	Nineteen ninety-seven presented us with acquisition opportunities and, as 
planned, we were well-equipped to respond. We acquired seven stores in Virginia 
from Proffitt's, Inc., positioning Dillard's in Virginia for the first time. 
Additionally, ten Florida department store buildings from Dayton Hudson 
Corporation and three Macy's stores in Houston were purchased. Of these 
acquired stores, five were added to existing mall locations and four were not 
opened prior to the end of 1997. In total, we added 3.3 million square feet to 
our store base during the year.
	Continuing our pattern of growth, we plan to open eight new stores in 1998 
(two of which will be replacement stores), and to expand and remodel an 
additional nine stores in key mall locations. This will add 1.7 million square 
feet to our store base of 43.3 million square feet at January 31, 1998.
	In February, 1997, our Board of Directors approved a $300 million Class A 
share repurchase program. During 1997, we repurchased a total of $165 million 
in Class A common shares at an average price of $33 per share. This program 
highlights our confidence in the financial strength of your Company. We remain 
poised for growth.
	Our purpose remains as clear as it was 60 years ago, superior service and 
exceptional value. It's what we do best. Any success your Company has achieved 
is a tribute to our 45,000 associates who, following this simple philosophy and 
with your support, have made it happen.

William Dillard
Chairman of the Board and Chief Executive Officer
March 27, 1998

<PAGE 3>


Focused On Growth
	Steady, controlled growth has long been an essential building block of the 
Dillard's success story. The Company began with a single store 60 years ago. 
Soon afterward, William Dillard set the course for prudent, determined growth 
by initiating a pattern of new store construction, acquisition and expansion 
that continues to this day. During 1997, several significant achievements 
occurred within Dillard's to bolster this strategy of growth, helping to 
position the Company for even greater success in the future. 
	New market development. Nineteen ninety-seven will be remembered as a 
period  of remarkable market development for Dillard's. 
In October, the Company secured a foothold in the far west with the opening 
of a 200,000-square-foot new store in Stockton, California. In addition, 
Dillard's established a strong new presence in Virginia by acquiring seven 
Proffitt's stores. By the start of 1998, six of these stores had opened, adding 
approximately 500,000 square feet. Wyoming was another new state the Company 
entered in 1997, with an 85,000-square-foot store in Cheyenne.
	In addition to new market penetration, Dillard's significantly 
strengthened its position in several existing markets. For example, in Houston, 
Texas, the Company made a major move toward establishing market dominance 
through the acquisition of three Macy's stores. Dillard's now operates a total 
of 11 stores in this lucrative area. In Florida, by year end, the Company was 
able to open seven of ten Mervyn's stores acquired from Dayton Hudson 
Corporation. This added approximately 700,000 square feet, further enhancing 
Dillard's already strong position in the region.	
	Dillard's southeast region, which experienced notable growth through 
expansion into new markets, demonstrated particularly strong sales gains in 
1997 - up 12% over the previous year. Sales in the more mature southwest 
region, which has consistently performed as the Company's stronghold of 
profitability, grew by 6%, while sales in the midwest region grew by 2%. 
	"Double-header" dominance. Dillard's continues to pioneer a unique mall 
marketing concept the Company calls the "Dillard's double-header." By 

<PAGE 4>

establishing dual anchor stores inside key shopping centers, the Company is 
able to offer superior inventory selections while creating retail dominance 
within an individual mall. Essentially, one Dillard's store is separated into 
two locations, each carrying non-competing merchandise under the Dillard's 
name. Typically, the Company places cosmetics, women's clothing, accessories 
and home furnishings in one location, and men's, juniors', young men's, and 
children's clothing at the other. Approximately 40 of these co-anchor 
configurations exist throughout the Dillard's chain. Examples of this concept 
in practice can be found in Pembroke Lakes Mall in Pembroke Pines, Florida, and 
Oak Park Mall in Overland Park, Kansas.
	Stock repurchase program. In 1997, to further enhance shareholder value, 
the Company implemented a Class A common share repurchase program of up to $300 
million. This decision was authorized by the Board of Directors in the belief 
that Dillard's stock was underpriced in view of the Company's performance and 
potential. Taking advantage of a strong balance sheet, the Company had bought 
back $165 million at an average price of $33 per share, or approximately five 
million shares, in this repurchasing program by January 31, 1998. 
	Restructuring of operating divisions. Continuing realignment efforts begun 
the previous year, the Company further restructured operations to enable 
regional and corporate management to concentrate on specific geographic and 
climatic areas. A series of executive management changes was effected late in 
fiscal 1997, to strengthen overall store performance and streamline 
merchandising operations. Today, three of Dillard's most dynamic and 
accomplished operations officers are working to enhance store operations 
through the formation of three corporate operating regions. All district 
managers report to one of these three corporate executives, who are charged 
with the continuing goal of effecting superior store performance.
	The realignment of Dillard's buying and merchandising functions, which 
began in March 1996, has continued to complement the Company's supply-chain 
efficiencies. Dillard's five regional buying offices continue to serve 
customers by providing them with an attractive selection of merchandise at an 
honest value. To further intensify the Company's merchandising effort in the 
midwest, one of Dillard's most successful managers has now assumed 
responsibility of the St. Louis Division.
	Streamlining distribution. In 1997, the Company began a series of moves to 
streamline distribution throughout the Dillard's network. Two distribution 
centers - in Charlotte, North Carolina, and Cleveland, Ohio - are currently 
being phased out. A new 440,000- square-foot facility located in Salisbury, 
North Carolina, will be completed and on line in April, 1998. This new center 
will feature advanced distribution technology and will enable the Company to 
provide a faster and more accurate flow of merchandise to customers. In 1998, 
the Company plans to equip other distribution centers with this improved 
delivery system. By the end of the year, Dillard's will utilize a total of six 
distribution centers strategically situated throughout the U. S. In addition to 
Salisbury, other locations include: Little Rock, Arkansas; Fort Worth, Texas; 
Phoenix, Arizona; Olathe, Kansas and Valdosta, Georgia. 

<PAGE 5>

Growth Through Development and Acquisition
	Vigorously pursuing a strategy of growth through building, buying, 
integrating and upgrading superior store properties, Dillard's realized solid 
market gains during 1997. As of January, 1998, the Company operated 270 stores 
in 27 states, an increase from 250 stores in 24 states in 1996. In total, 
Dillard's added 3.3 million square feet to its store base during the year. In 
1998, the Company plans an increase of 1.7 million square feet.
	New Stores. Dillard's constructed 12 new stores in 1997. The locations 
vary in size from a 209,000-square-foot unit in Colorado Springs, Colorado, to 
a 30,000-square-foot outlet unit in Olathe, Kansas. All of these newly 
constructed stores, with the exception of the outlet unit, are owned by the 
Company. For the year, Dillard's closed three stores, two of which were 

<PAGE 6>

clearance centers. In 1998, Dillard's plans to build eight new stores, two of
which will be replacement stores.
	Expansions. Dillard's expanded four stores in 1997, adding approximately 
200,000 square feet of store space. In addition, the Company remodeled a number 
of stores throughout the year. For many years, Dillard's has followed a 
philosophy of expanding or updating stores on an ongoing basis. The Company 
expands existing locations to satisfy growing consumer demands and remodels 
other stores to keep them modern, efficient and competitive. During 1998, a 
number of stores in various markets are scheduled for improvements in keeping 
with this plan.
	Acquisitions. During 1997, Dillard's acquired a total of 20 stores: seven 
in Virginia from Proffitt's, Inc.,  ten in Florida from Dayton Hudson 
Corporation and three in Houston, Texas, from Macy's. Eleven of the stores 
provided the Company with a foothold in new mall locations and, in some cases, 
new markets. Another five of the acquisitions represented opportunities to 
expand Dillard's presence in existing mall locations. Of these, four locations 
embody the Company's "double-header" strategy. Four of the acquired stores were 
not yet opened prior to the end of the fiscal year. 

<PAGE 7>

New Stores
New Stores Constructed - 1997
Macon, Georgia - Macon Mall - February - 175,000
Memphis, Tennessee - Wolfchase Galleria - February - 200,000
Colorado Springs, Colorado - Chapel Hills Mall - March - 209,000
Cheyenne, Wyoming - Frontier Mall - March - 85,000
Longmont, Colorado - Twin Peaks Mall - March - 94,000
Waterloo, Iowa - Crossroads Mall - August - 150,000
Olathe, Kansas - Great Mall of the Great Plains - August - 30,000*
Sandy, Utah - South Towne Square - September - 200,000
Meridian, Mississippi - Bonita Lakes Mall - October - 126,000
Stockton, California - Weberstown Mall - October - 200,000
Baton Rouge, Louisiana - Mall of Louisiana - October - 200,000
Richmond, Indiana - Richmond Square - November - 86,000	
*Outlet center
Store sizes are presented in square feet.

Stores Acquired - 1997^
Richmond, Virginia - Chesterfield Towne Center - July - 65,000
Richmond, Virginia - Virginia Center Commons - July - 80,000
Chesapeake, Virginia - Chesapeake Square - August - 80,000
Hampton, Virginia - Coliseum Mall - August - 110,000
Chesapeake, Virginia - Greenbrier Mall - August - 79,000
Virginia Beach, Virginia - Pembroke Mall - August - 65,000
Miami, Florida - Cutler Ridge Mall - October - 93,000
Coral Springs, Florida - Coral Square Mall - October - 98,000
Miami, Florida - Miami International Mall - October - 100,000
Plantation, Florida - Broward Mall - November - 143,000
Houston, Texas - Deerbrook Mall - November - 210,000
^The Company acquired 20 stores in 1997, four of which were not
 opened by year's end.

<PAGE 8>

Stores Acquired - 1997 (in existing locations)(a)
Houston, Texas - Willowbrook Mall - July - 210,000
Houston, Texas - Baybrook Mall - July - 223,000
Melbourne, Florida - Melbourne Square - August - 100,000
Lakeland, Florida - Lakeland Square - August - 76,000
Pembroke Pines, Florida - Pembroke Lakes Mall - September - 77,000
(a)These stores were acquired within existing mall locations and represent no 
increase in total units. The Willowbrook Mall location replaces 120,000 
square feet.


Stores Expanded and Remodeled- 1997
Dallas, Texas - Redbird Mall - August - 60,000
Waco, Texas - Richland Mall - August - 63,000
Fort Smith, Arkansas - Central Mall - September - 35,000
Port Arthur, Texas - Central Mall - September - 36,000
Store sizes and expansions are presented in square feet.


New Stores to be Opened - 1998
Oviedo, Florida - Marketplace at Oviedo - March - 214,000
Newport News, Virginia - Patrick Henry Mall - March - 65,000
Coralville, Iowa - Coral Ridge Mall - July - 126,000
Provo, Utah - Provo Towne Centre - August - 200,000
Boise, Idaho - Boise Towne Square - August - 180,000
Lake Charles, Louisiana - Prien Lake Mall - October - 158,000
Gastonia, North Carolina - Eastridge Mall - November - 204,000+
Scottsdale, Arizona - Fashion Square - August - 320,000++	

+Replaces 92,000 square feet  ++Replaces 234,000 square feet

<PAGE 9>

Senior Management
William Dillard, Chairman of the Board and Chief Executive Officer
William Dillard, II, President, Chief Operating Officer
Alex Dillard, Executive Vice President
Mike Dillard, Executive Vice President
James I. Freeman, Senior Vice President, Chief Financial Officer

Vice Presidents

W.R. Appleby, II
Gregg Athy
H. Gene Baker
Jan E. Bolton
Michael Bowen
Joseph P. Brennan
Kent Burnett
Larry Cailteux
Wynelle Chapman
James W. Cherry, Jr.
Neil Christensen
Drue Corbusier
David M. Doub
John A. Franzke
T.R. Gastman
Randal L. Hankins
Marva Harrell
G. William Haviland
John Hawkins
Mark Killingsworth
Gaston Lemoine
Denise Mahaffy
Robert G. McGushin
Michael S. McNiff
Jeff Menn
Anthony Menzie
Cindy Myers-Ray
Steven K. Nelson
Steven T. Nicoll
Tom C. Patterson
M.E. Ritchie, Jr.
Richard Roberds
James Schatz
Paul J. Schroeder, Jr. 
Linda Sholtis-Tucker
Sandra Steinberg
Burt Squires
Joseph W. Story
Ralph Stuart
Julie A. Taylor
David Terry
Richard Vasey
Keith White
Richard B. Willey
Linda Zwern

Merchandising Divisions

Fort Worth

Drue Corbusier
Chairman

Gregg Athy
Vice President, 
 Merchandising

Wynelle Chapman
Vice President, 
 Merchandising

Gaston Lemoine
District Manager

Anthony Menzie
District Manager

Richard Roberds
District Manager

James Schatz
District Manager

William B. Warner
Director of 
 Sales Promotion

Little Rock

Mike Dillard
Chairman

David Terry
Vice President, 
  Merchandising

Keith White
Vice President,   
  Merchandising

Tom C. Patterson
District Manager

Burt Squires
District Manager

Richard Vasey
District Manager

Richard B. Willey
District Manager

Ken Eaton 
Director of
 Sales Promotion

Phoenix

Kent Burnett
Chairman

Julie A. Taylor
Vice President,   
 Merchandising

Robert G. McGushin
District Manager

Jeff Menn
District Manager

Robert E. Baker
Director of
 Sales Promotion

St. Louis

Joseph P. Brennan
President

Mark Killingsworth
Vice President, 
 Merchandising

Larry Cailteux
District Manager

Neil Christensen
District Manager

Marva Harrell
District Manager

Cindy Myers-Ray
District Manager

Howard Hall
Director of
 Sales Promotion

Tampa

David M. Doub
President

Linda Zwern
Vice President, 
 Merchandising

W.R. Appleby, II
District Manager

Steven T. Nicoll
District Manager

Linda Sholtis-Tucker
District Manager

Sandra Steinberg
District Manager

Louise Platt
Director of
 Sales Promotion

<PAGE 10>

Board Of Directors

William Dillard
Chairman of the Board
Chief Executive Officer
Dillard's, Inc.

Calvin N. Clyde, Jr.
Chairman of the Board
T.B. Butler Publishing Co., Inc.
Tyler, Texas

Robert C. Connor
Investments

Drue Corbusier
Vice President
Dillard's, Inc.

Will D. Davis
Partner
Heath, Davis & McCalla, Attorneys
Austin, Texas

Alex Dillard
Executive Vice President
Dillard's, Inc.
Mike Dillard
Executive Vice President
Dillard's, Inc.

William Dillard, II
President
Chief Operating Officer
Dillard's, Inc.

James I. Freeman
Senior Vice President
Chief Financial Officer
Dillard's, Inc.

John Paul Hammerschmidt
Retired Member of Congress

William B. Harrison, Jr.
Vice Chairman
Chase Manhattan Corporation
New York, New York

John H. Johnson 
President and Publisher
Johnson Publishing Company, Inc.
Chicago, Illinois

E. Ray Kemp
Retired Vice Chairman and 
Chief Administrative Officer
Dillard's, Inc.

Jackson T. Stephens
Chairman
Stephens Group, Inc.
Little Rock, Arkansas

William H. Sutton
Managing Partner 
Friday, Eldredge & Clark, Attorneys
Little Rock, Arkansas

<PAGE 11>
	
Dillard's Locations

State								
                          	1997 	1996 	1995 	1994

Texas	                       64	   64	   63   	62
Florida	                     37	   34	   30	   27
Louisiana	                   16	   15	   16	   16
Missouri  	                  16	   16	   16	   16
Ohio	                        15	   15	   13	   13
North Carolina	              14	   14	   14	   13
Oklahoma 	                   14	   14	   14	   14
Arizona	                     13	   13	   13	   13
Tennessee	                   13	   12	   12	   12
Kansas	                       9	    9	    9	    9		
Arkansas	                     7	    7	    7	    7
South Carolina	               7	    7	    6	    6
Virginia	                     6			
New Mexico	                   5	    5	    4	    4
Colorado	                     4	    2	    1	
Kentucky	                     4	    4	    3	    1
Mississippi	                  4	    3    	3    	3
Nebraska	                     4	    4	    4	    4
Nevada	                       4	    4	    3	    3
Utah	                         3	    2	    2	    2
Georgia	                      2	    1		
Illinois	                     2	    2    	2	    2
Indiana                      	2	    1	    1	
Iowa	                         2	    1	    1	    1
Alabama	                      1	    1	    1	    1
California	                   1			
Wyoming	                      1

<PAGE 12>

Financial Review

 Table of Selected Financial Data				             Page 14
	Management's Discussion and Analysis			          Page 16
	Independent Auditors' Report					                Page 19
	Consolidated Balance Sheets					                 Page 20
	Consolidated Statements of Income				            Page 21
	Consolidated Statements of Stockholders' Equity	 Page 22
	Consolidated Statements of Cash Flows			         Page 23
	Notes to Consolidated Financial Statements		     Page 24
	Annual Meeting and General Information			        Page 32
	Stock Prices and Dividends by Quarter			      Inside Back Cover

<PAGE 13>
<TABLE>

    Table of Selected Financial Data
    Dillard's, Inc. And Subsidiaries

    (In thousands of dollars, except per share data)

                                           1997        1996        1995*           1994        1993
    <S>                                <C>          <C>         <C>            <C>         <C>
    Net Sales                           $6,631,752   $6,227,585  $5,918,038     $5,545,803  $5,130,648
      Percent Increase                           6%           5%          7%             8%          9%
    Cost of Sales                        4,393,291    4,124,765   3,893,786      3,614,628   3,306,757
      Percent of Sales                        66.2%        66.2%       65.8%          65.2%       64.4%
    Interest and Debt Expense              129,237      120,599     120,054        124,282     130,915
    Income Before Taxes                    410,035      378,761     269,653 (a)    406,110     399,534
    Income Taxes                           151,710      140,140     102,470        154,320     158,400
    Net Income                             258,325      238,621     167,183 (a)    251,790     241,134
    Per Common Share **
      Diluted earnings per share              2.31         2.09        1.48           2.23        2.14
      Dividends                               0.14         0.14        0.12           0.10        0.08
      Book Value                             25.70        23.91       21.91          20.55       18.42
    Average Number of Shares
      Outstanding  **                  111,993,814  113,988,633 113,143,842    113,013,998 112,808,262

    Accounts Receivable - Total          1,186,491    1,154,673   1,123,103      1,117,411   1,111,744
    Merchandise Inventories              1,784,765    1,556,958   1,486,045      1,362,756   1,299,944
    Property and Equipment               2,501,492    2,191,933   2,035,538      1,984,145   1,921,470
    Total Assets                         5,591,847    5,059,726   4,778,535      4,577,757   4,430,274

    Long-term Debt                       1,365,716    1,173,018   1,157,864      1,178,503   1,238,293
    Capitalized Lease Obligations           12,205       13,690      20,161         22,279      31,621
    Deferred Income Taxes - Total          314,971      261,094     248,469        302,801     284,981
    Stockholders' Equity                 2,807,938    2,717,178   2,478,327      2,323,567   2,081,647

    Number of Employees - Average           44,616       43,470      40,312         37,832      35,536

    Gross Square Footage (in thousands)     43,300       40,000      37,300         35,300      34,900

    Number of Stores
      Opened                                    12           15           9              7          10
      Acquired                                  11            0           0              0           0
      Closed                                     3            3           0              5           1
    Total - End of Year                        270          250         238            229         227
<PAGE 14>
</TABLE>
<TABLE>

    Table of Selected Financial Data
    Dillard's, Inc. And Subsidiaries

    (In thousands of dollars, except per share data)

                                           1992        1991         1990          1989*        1988
    <S>                                <C>          <C>         <C>            <C>          <C>
    Net Sales                           $4,713,987   $4,036,392  $3,605,518     $3,049,062  $2,558,395
      Percent Increase                          17%          12%         18%            19%         16%
    Cost of Sales                        3,043,348    2,565,904   2,287,891      1,926,971   1,636,861
      Percent of Sales                        64.5%        63.6%       63.5%          63.2%       64.0%
    Interest and Debt Expense              121,940      109,386      97,032         91,836      80,979
    Income Before Taxes                    375,330      322,157     280,778        227,892     172,529
    Income Taxes                           138,900      116,000      98,000         79,800      58,700
    Net Income                             236,430      206,157     182,778        148,092     113,829
    Per Common Share **
      Diluted earnings per share              2.11         1.84        1.67           1.45        1.18
      Dividends                               0.08         0.07        0.07           0.06        0.05
      Book Value                             16.28        14.19       12.31          10.23        7.80
    Average Number of Shares
      Outstanding  **                  112,292,575  111,832,758 109,351,914    101,890,272  96,655,737

    Accounts Receivable - Total          1,106,710    1,004,496     932,544        759,803     654,333
    Merchandise Inventories              1,178,562    1,052,683     889,333        716,054     527,931
    Property and Equipment               1,688,682    1,338,434   1,088,753        921,820     804,676
    Total Assets                         4,107,114    3,498,506   3,007,979      2,496,277   2,067,517

    Long-term Debt                       1,381,676    1,008,967     839,490        739,597     620,956
    Capitalized Lease Obligations           32,381       29,489      31,284         32,900      25,157
    Deferred Income Taxes - Total          178,311      143,463     115,854        108,426     128,565
    Stockholders' Equity                 1,832,018    1,583,475   1,364,885      1,094,721     752,178

    Number of Employees - Average           33,883       32,132      31,786         26,304      23,114

    Gross Square Footage (in thousands)     33,200       29,100      26,600         23,500      20,800

    Number of Stores
      Opened                                    11           10           4              3           7
      Acquired                                  12            7          23             19           4
      Closed                                     3            5           3              6           0
    Total - End of Year                        218          198         186            162         146

       * 53 Weeks
     ** Restated 3 for 1 stock split
     (a) Includes Impairment charges of $126.6 million before taxes ($78.5 million after tax).
</TABLE>
<PAGE 15>


Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
Dillard's, Inc. and Subsidiaries

Sales

Total sales increases on a comparable 52-week basis were 6%, 7% and 5% for 
1997,1996 and 1995, respectively. The comparable store sales increase was 2% 
for all three years. Comparable store sales include sales for stores that were 
in operation for a full period in both the current quarter and the 
corresponding quarter for the prior year.

Management believes that the majority of the increase in sales was attributable 
to an increase in the volume of goods sold rather than an increase in the price 
of goods. 

The sales mix for the past three years by category as a percent of total sales 
has been:

                              		1997       		1996	       	1995 

Cosmetics						                 12.7%	       12.9%	       12.7% 
Women's & Juniors' Clothing		   30.6%       	29.9%	       30.0%
Children's Clothing				          6.4%   	   	 6.5%	        6.5%
Men's Clothing & Accessories		  19.5%	       19.5%	       18.9%
Shoes, Accessories & Lingerie	  20.2%	       19.9%	       19.5%
Home							                     10.2%	       10.8%	       11.7%
Leased Departments				            .4% 	        .5%        	 .7%
Total					                    	100.0%	      100.0%	      100.0%

Cost of Sales

Cost of sales as a percentage of sales was 66.2%, 66.2% and 65.8% for 1997, 
1996 and 1995, respectively. 
Higher levels of markdowns necessitated by lower than expected sales caused the 
increases in the cost of sales percentage for 1997 and 1996 over 1995. 
Management cannot predict whether this trend will continue.

Expenses

Expenses as a percentage of sales for the past three years were as follows:

                                       		1997   		1996   		1995 
Advertising, Selling, Administrative 
	& General Expenses   		                 24.6%   	24.7%   	24.3%
Depreciation & Amortization		             3.0%    	3.1%    	3.3% 	
Rentals					 	                             .8%	   	 .9%    	1.0% 	
Interest & Debt Expense		 	               2.0%    	2.0%    	2.0% 

<PAGE 16>

Advertising, selling, administrative and general expenses decreased as a 
percentage of sales during 1997 primarily due to a reduction in bad debt 
expense, offset by an increase in payroll expense. Payroll expense in the 
selling area increased as a percentage of sales in both 1997 and 1996 as the 
Company sought to invest more in its sales force. Additionally, bad debt 
expense increased as a percentage of sales in 1996 as compared to 1995. 
Management cannot predict whether the 1997 decline in bad debt expense as a 
percentage of sales will continue. Depreciation and amortization decreased as a 
percentage of sales during 1996. This was caused by the lower depreciation 
expense in 1996 due to the write down of the carrying values of property and 
equipment at certain stores in 1995. In connection with the adoption of 
Statement of Financial Accounting Standards No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in 
1995, the Company recorded an after-tax charge of approximately $78.5 million, 
which represented the amount required to write down the carrying value of 
property and equipment to its then estimated fair value. Rentals continued to 
decrease slightly as a percentage of sales during 1997 and 1996, primarily due 
to a higher proportion of the Company's properties being owned rather than 
leased.

Liquidity & Capital Resources

	Net cash flows from operations were $247 million for 1997. In addition to 
cash flows from operations, the Company borrowed $300 million by issuing 
unsecured notes in underwritten public offerings. The Company's commercial 
paper increased $290 million during the year.

	Capital expenditures were $509 million for 1997. During 1997, the Company 
constructed 12 new stores, acquired seven stores in Virginia from Proffitt's, 
Inc., acquired ten Florida department store buildings from Dayton Hudson 
Corporation and acquired three Macy's stores in Houston. Five of these acquired 
stores were added to existing locations and four were not opened prior to the 
end of the year. The Company also expanded and remodeled four stores during the 
year. During 1997, the Company repaid $183 million of its long-term debt and 
capitalized lease obligations.

	In February 1997, the Company announced that the Board of Directors had 
authorized the implementation of a Class A common share repurchase program of 
up to $300 million. As of January 31, 1998, the Company has purchased 5,044,500 
shares of Class A common stock at a cost of $165 million.

During 1997, the Company's merchandise inventories increased by $228 million. 
This 14 1/2% increase was caused primarily by the store expansions discussed 
above. On a comparable store basis, the merchandise inventories increased 
6 1/2%. Trade accounts receivable increased by $28 million in 1997.

For 1998, the Company plans to construct eight stores (two of which will be 
replacement stores), a distribution center and expand nine stores. Capital 
expenditures are projected to be approximately $320 million for 1998. 
Maturities of the Company's long-term debt over the next five years are $107 
million, $108 million, $109 million, $60 million and $111 million, 
respectively.

The Company has line of credit agreements with various banks aggregating $110 
million. Additionally, the Company and DIC have a revolving line of credit in 
the amount of $750 million. The revolving line of credit requires that 
consolidated stockholders' equity be maintained at $1 billion or more. No funds 
were borrowed under the revolving line of credit or the line of credit 
agreements during fiscal 1997. At the end of 1997, the Company had an 
outstanding shelf registration for unsecured notes in the amount of $300 
million.

<PAGE 17>
 
	The Company expects to finance its capital expenditures, common stock 
repurchase activity, and working capital requirements, including required debt 
repayments from cash flows generated from operations and by issuing new debt.

Quantitative and Qualitative Disclosures 
about Market Risk

The table below provides information about the Company's debt obligations that 
are sensitive to changes in interest rates. The table presents maturities of 
the Company's long-term debt and related weighted average interest rates by 
expected maturity dates.

<TABLE>
                         	Expected Maturity Date
                  1998    1999     2000     2001    2002   Thereafter   Total   	Fair Value
<C>            <C>      <C>      <C>      <C>     <C>       <C>      <C>        <C>
Long-Term Debt
 ($000)        $107,268 $108,005 $108,788 $59,636 $110,555	 $978,732	$1,472,984	$1,617,870
Average Interest
 Rate		             8.5%		   7.6%	   	9.3%	  	9.6%	   	7.5%	    	7.8%	     	8.0%

</TABLE>
	
Year 2000 Compliance

The Company has identified all significant applications that will require 
modification to insure year 2000 compliance. Internal resources are being used 
to make the required modifications and test year 2000 compliance. Management 
does not expect that either costs of modifications or consequences of any 
unsuccessful modifications should have a material adverse effect on the 
financial position, results of operations or liquidity of the Company.

Recent Accounting Pronouncements

In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information" was issued and is effective for fiscal periods beginning 
after December 15, 1997. SFAS No. 131 established standards for the reporting 
of information about operating segments. The Company will adopt SFAS No. 131 in 
1998 and is currently evaluating the disclosure requirements.

Forward-Looking Information
	
	The Company cautions that any forward-looking statements (as such term is 
defined in the Private Securities Litigation Reform Act of 1995) contained in 
this report, the Company's annual report on Form 10-K or made by management of 
the Company involve risks and uncertainties and are subject to change based on 
various important factors. The following factors, among others, could affect 
the Company's financial performance and could cause actual results for 1998 and 
beyond to differ materially from those expressed or implied in any such 
forward-looking statements: economic and weather conditions in the regions in 
which the Company's stores are located and their effect on the buying patterns 
of the Company's customers, changes in consumer spending patterns and debt 
levels, trends in personal bankruptcies and the impact of competitive market 
factors.
	
<PAGE 18>

			
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Dillard's, Inc.
Little Rock, Arkansas



We have audited the accompanying consolidated balance sheets of Dillard's, 
Inc. and subsidiaries as of January 31, 1998 and February 1, 1997, and the 
related consolidated statements of income, stockholders' equity and cash 
flows for each of the three years in the period ended January 31, 1998.  
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of Dillard's, Inc. and 
subsidiaries as of January 31, 1998 and February 1, 1997, and the results of 
their operations and their cash flows for each of the three years in the 
period ended January 31, 1998 in conformity with generally accepted 
accounting principles.  

As discussed in Note 10 to the consolidated financial statements, during 
fiscal 1995, the Company changed its method of accounting for the impairment 
of long-lived assets and for long-lived assets to be disposed of to conform 
with Statement of Financial Accounting Standards No. 121. 

Deloitte & Touche LLP
New York, New York
February 23, 1998


<PAGE 19>

DILLARD'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Share Data)	


ASSETS                                   	January 31, 1998 	 February 1, 1997
CURRENT ASSETS:
	Cash and cash equivalents	                       $	41,833	          $	64,094
	Trade accounts receivable (net of 
  allowance for doubtful accounts
		of $27,809 and $24,169)	                      	1,158,682	        	1,130,504
	Merchandise inventories		                       1,784,765		        1,556,958
	Other current assets 		                            12,777            		9,080
					Total current assets	                      	2,998,057		        2,760,636

PROPERTY AND EQUIPMENT
	Land and land improvements                       		36,045           		37,038
	Buildings and leasehold improvements		          1,799,072        		1,576,058
	Furniture, fixtures and equipment		             2,125,688        		1,839,970
	Buildings under construction		                     37,691	           	55,024
	Buildings under capital leases		                   25,148	           	25,148
	Less accumulated depreciation and amortization	(1,522,152)       	(1,341,305)
                                          							2,501,492        		2,191,933
OTHER ASSETS	                                      	92,298          		107,157
TOTAL ASSETS	                                  $	5,591,847        	$5,059,726


LIABILITIES AND STOCKHOLDERS' EQUITY     	January 31, 1998   February 1, 1997
CURRENT LIABILITIES:
	Trade accounts payable and accrued expenses	    $	530,034	         $	536,695
	Commercial paper		                                419,136	          	128,738
	Federal and state income taxes		                   40,761           		46,220
	Current portion of long-term debt		               107,268	          	181,564
	Current portion of capital lease obligations		      1,651	            	1,529
					Total current liabilities		                 1,098,850          		894,746

LONG-TERM DEBT	                                 	1,365,716	        	1,173,018
CAPITAL LEASE OBLIGATIONS		                         12,205		           13,690
DEFERRED INCOME TAXES	                            	307,138          		261,094
OPERATING LEASES AND COMMITMENTS 
STOCKHOLDERS' EQUITY 
	Preferred stock - 4,400 shares issued and 
   outstanding	                                        440               	440
	Common stock, Class A - 110,251,634 and 
   109,594,496 shares issued; 105,207,134 
   and 109,594,496 shares outstanding		              1,103             	1,096
	Common stock, Class B (convertible) - 
   4,016,929 shares issued and outstanding              40	               	40
	Additional paid-in capital		                      657,137	          	641,388
	Retained earnings		                             2,314,709        		2,074,214
	Less treasury stock, at cost, Class A - 
   5,044,500 shares 		                            (165,491)              		-
					Total stockholders' equity	                	2,807,938        		2,717,178
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    	$	5,591,847	       $	5,059,726

See notes to consolidated financial statements.

<PAGE 20>

DILLARD'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)	
 
	                                           	Year Ended
	                         January 31, 1998 	February 1, 1997 	February 3, 1996

NET SALES	                     $	6,631,752      	$	6,227,585       $	5,918,038
SERVICE CHARGES, INTEREST 
 AND OTHER INCOME                  185,157         		184,475         		179,100
                          							6,816,909       		6,412,060       		6,097,138

COSTS AND EXPENSES:
	Cost of sales                 		4,393,291	       	4,124,765	       	3,893,786
	Advertising, selling, 
  administrative and	general
  expenses		                     1,629,721	       	1,538,450		       1,436,446
	Depreciation and amortization	   	199,939         		193,719	         	191,805
	Rentals			                         54,686           	55,766           	58,835
	Interest and debt expense		       129,237         		120,599         		120,054
	Impairment charges		                    -               		-	         	126,559
					Total costs and expenses	  	6,406,874	       	6,033,299	       	5,827,485

INCOME BEFORE INCOME TAXES       		410,035		         378,761         		269,653

INCOME TAXES		                     151,710         		140,140	         	102,470

NET INCOME	                      $	258,325	        $	238,621	        $	167,183

BASIC EARNINGS PER COMMON SHARE    	$	2.32	           $	2.10           	$	1.48

DILUTED EARNINGS PER COMMON SHARE  	$	2.31	           $	2.09	           $	1.48


See notes to consolidated financial statements.

<PAGE 21>
<TABLE>

DILLARD'S, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in Thousands, Except Per Share Data)	
			                                                  Additional
                           	Preferred 	Common Stock  	 Paid-in 	Retained 	Treasury
                             	Stock 	 Class A	Class B 	Capital 	Earnings	  Stock	   Total
<S>                           <C>     <C>      <C>   <C>      <C>           <C>     <C>        <C>
BALANCE, JANUARY 28, 1995     $440    $1,090   $40   $624,086 $1,697,911  	 $	-		   $2,323,567

	Issuance of 41,964 shares 
  under stock option,
		employee savings and 
  stock bonus plans            		-	        	1   		-    		1,163        		-	   	-   		     1,164
	Net income		                    -        		-   		-	        	-	 	 167,183  	 	-		      167,183
	Cash dividends declared:
		Preferred stock, $5 per share		-		        -		   -		        -     		(22)		   - 		         (22)
		Common stock, $.12 per share		 -		        -	   	-		        -	 	(13,565)     -        (13,565)

BALANCE, FEBRUARY 3, 1996	    $440    	$1,091 	$	40	 $	625,249	$1,851,507   $ -     $2,478,327

	Issuance of 523,805 shares 
  under stock option,
		employee savings and 
  stock bonus plans	            	-	        	5   		-   		16,139	       	-	     -      		 16,144
	Net income		                    -		        -		   -		        -	 	238,621      -        238,621
	Cash dividends declared:
		Preferred stock, $5 per share	 -         	-   	 -	        	-	     	(22)		   -  		        (22)
		Common stock, $.14 per share		 -	         -   		-	        	- 		(15,892)		   -		      (15,892) 

BALANCE, FEBRUARY 1, 1997	    $440	   $	1,096	 $	40 	$	641,388	$2,074,214 $ 	 -	      $2,717,178

	Issuance of 657,138 shares 
  under stock option,
		employee savings and 
  stock bonus plans		            -        		7	   	-	   	15,749       		-		    -           15,756
	Purchase of treasury stock	     -          -     -          -         -	  (165,491)    (165,491)
	Net income		                    -		        -	   	-	        	-	 	258,325     	-          258,325
	Cash dividends declared:
	Preferred stock, $5 per share	 	-	        	-	   	-		        -		     (22)		   -              (22)
 Common stock, $.16 per share  		-	        	-	   	-	        	-	 	(17,808)		   -          (17,808)

BALANCE, JANUARY 31, 1998	    $440	   $	1,103	 $	40 	$	657,137	$2,314,709	$(165,491) 	$2,807,938

 See notes to consolidated financial statement
</TABLE>
<PAGE 22>

DILLARD'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)	
<TABLE>
                                                      		Year Ended 	
  	                                    January 31, 1998 	February 1, 1997 	February 3,
 <S>                                        <C>             <C>             <C>
OPERATING ACTIVITIES:
	Net income	                                $	258,325      	$	238,621      	$	167,183
	Adjustments to reconcile net income to
		net cash provided by operating activities:
		Depreciation and amortization		             201,410	       	195,186       		193,313
		Deferred income taxes                    		  53,877        		12,625	        (54,332)
		Impairment charges		                              -	             	-      	 	126,559
		Changes in operating assets and liabilities: 
			Increase in trade accounts receivable		     (28,178)      		(26,929)       	(1,471)
			Increase in merchandise inventories		      (227,807)      		(70,913)	     (123,289)
			(Increase) decrease in other current assets		(3,697)		        1,083		       (1,316)
			Decrease (increase) in other assets		        13,388       		(23,852)		     (23,176)
			(Decrease) increase in trade accounts payable
				and accrued expenses and income taxes		    (19,853)	      	(36,516)      		15,653

					Net cash provided by operating activities	247,465       		289,305	      	299,124

INVESTING ACTIVITIES:
	Purchase of property and equipment		         (509,498)     		(350,114)		    (347,202)

				Net cash used in investing activities 	  	(509,498)     		(350,114)    		(347,202)

FINANCING ACTIVITIES:
	Net increase in commercial paper		            290,398	         	3,428		       35,404
	Proceeds from long-term borrowings		          300,000	       	200,000		      100,000
	Principal payments on long-term debt and 
		capital lease obligations		                 (182,961)     		(141,751)	     	(64,155)
	Dividends paid		                              (17,930)      		(11,360)	    	 (16,988) 
	Common stock issued		                          15,756 	       	16,144		        1,164
	Purchase of treasury stock		                 (165,491)	            	-             	-

				Net cash provided by financing activities 	239,772        		66,461	      	 55,425

(DECREASE) INCREASE IN CASH AND
	CASH EQUIVALENTS                            		(22,261)        		5,652      		  7,347

CASH AND CASH EQUIVALENTS, 
 BEGINNING	OF YEAR		                            64,094	        	58,442		       51,095

CASH AND CASH EQUIVALENTS, 
 END OF YEAR	                                 $	41,833       	$	64,094	      $	58,442

See notes to consolidated financial statements.
</TABLE>
<PAGE 23>

DILLARD'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 1998, FEBRUARY 1, 1997 AND FEBRUARY 3, 1996	


1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Description of Business - Dillard's, Inc. (the "Company") operates retail 
department stores located primarily in the Southeastern, Southwestern and 
Midwestern areas of the United States.  The Company's fiscal year ends on 
the Saturday nearest January 31.  Fiscal year 1997 ended on January 31, 1998 
and included 52 weeks.  Fiscal year 1996 ended on February 1, 1997 and 
included 52 weeks.  Fiscal year 1995 ended on February 3, 1996 and included 
53 weeks.

	Consolidation - The accompanying consolidated financial statements include 
the accounts of the Company and its wholly-owned subsidiaries, including its 
real estate subsidiary, Construction Developers, Inc. (which leases property 
principally to the Company), its wholly-owned finance subsidiary, Dillard 
Investment Co., Inc. ("DIC"), and Dillard National Bank ("DNB"), a wholly-
owned subsidiary of DIC (which grants credit card loans to the Company's 
customers).  Intercompany accounts and transactions are eliminated in 
consolidation.  Investments in and advances to joint ventures in which the 
Company has a 50% ownership interest are accounted for by the equity method.

	Use of Estimates - The preparation of financial statements in conformity 
with generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the date 
of the financial statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from 
those estimates.

	Merchandise Inventories - The retail last-in, first-out ("LIFO") inventory 
method is used to value merchandise inventories.  At January 31, 1998 and 
February 1, 1997, the LIFO cost of merchandise was approximately equal to 
the first-in, first-out ("FIFO") cost of merchandise.

	Property and Equipment - Property and equipment owned by the Company is 
stated at cost, which includes related interest costs incurred during the 
construction period, less accumulated depreciation and amortization.  
Capitalized interest was $3.6 million, $4.4 million and $3.6 million in 
fiscal 1997, 1996 and 1995, respectively.  For tax reporting purposes, 
accelerated depreciation or cost recovery methods are used and the related 
deferred income taxes are included in noncurrent deferred income taxes in 
the consolidated balance sheets. For financial reporting purposes, 
depreciation is computed by the straight-line method over estimated useful 
lives:

				Buildings and leasehold improvements		20 - 40 years
				Furniture, fixtures and equipment  		  3 - 10 years

	Properties leased by the Company under lease agreements which are determined 
to be capital leases are stated at an amount equal to the present value of 
the minimum lease payments during the lease term, less accumulated 
amortization.  The properties under capital leases and leasehold 
improvements under operating leases are being amortized on the straight-line 
method over the shorter of their useful lives or their related lease terms.  
The provision for amortization of leased properties is included in 
depreciation and amortization expense.

	Preopening Costs - Preopening costs of new stores are expensed in the 
quarter that the store opens.

	Income Taxes - Deferred income taxes reflect the future tax consequences of 
differences between the tax bases of assets and liabilities and their 
financial reporting amounts at year-end.
 
	Accounts Receivable - Customer accounts receivable are classified as current 
assets and include some which are due after one year, consistent with 
industry practice.  Concentrations of credit risk with respect to customer 
receivables are limited due to the large number of customers comprising the 
Company's credit card base, and their dispersion across the country.

	Cash Equivalents - The Company considers all highly liquid investments with 
a maturity of three months or less when purchased to be cash equivalents.

<PAGE 24>

	Employees' Retirement Plan - The Company has a retirement plan with a 401(k) 
salary deferral feature for eligible employees.  Under the terms of the 
plan, employees may contribute up to 5% of gross earnings which will be 
matched 100% by the Company.  The contributions are used to purchase Class A 
Common Stock of the Company for the account of the employee.  The terms of 
the plan provide a five-year cliff vesting schedule for the Company 
contribution to the plan.

	Reclassification - Certain reclassifications have been made to prior year 
financial statements to conform with fiscal 1997 presentation.

2.	COMMERCIAL PAPER AND REVOLVING CREDIT AGREEMENT

	DIC commercial paper generally matures within 45 days from the date of issue 
at effective interest rates ranging from 5.50% to 5.88% at January 31, 1998.  
At January 31, 1998 and February 1, 1997, the weighted average interest rate 
for outstanding commercial paper was 5.57% and 5.37%, respectively.  The 
average amount of commercial paper outstanding during fiscal 1997 was $244 
million, at a weighted average interest rate of 5.46%.  The average amount 
of commercial paper outstanding during fiscal 1996 was $134 million, at a 
weighted average interest rate of 5.43%.

	At January 31, 1998, the Company and DIC had revolving line of credit 
agreements with various banks aggregating $750 million.  The line of credit 
agreements require that consolidated stockholders' equity be maintained at 
$1 billion or more.  These agreements expire on May 9, 2002.  A commitment 
fee of .075% of the committed amount is paid to the banks to secure these 
line of credit agreements, which cannot be withdrawn except in the case of 
defaults by the Company or DIC.  Interest may be fixed for periods from one 
to six months at the election of the Company or DIC.  Interest is payable at 
the lead bank's certificate of deposit rate, alternative base rate or 
Eurodollar rate.  In addition, at January 31, 1998, the Company had line of 
credit agreements with various banks aggregating $110 million.  The 
agreements have no fixed date of expiration, and interest on amounts drawn 
fluctuates daily based on market rates.  There were no funds borrowed under 
the revolving line of credit agreements or line of credit agreements during 
fiscal 1995 through fiscal 1997

3.	LONG-TERM DEBT

	Long-term debt consists of the following (in thousands of dollars):

                                       	January 31, 1998	 February 1, 1997
	
	Unsecured notes at rates ranging from 
		6.625% to 9.50%, due 1998 through 2027	    $	1,300,000	      $	1,100,000

	Unsecured 9.25% note of DIC 
		due 2001		                                     100,000         		175,000

	Mortgage notes, payable monthly or 
		quarterly (some with balloon payments)
		over periods up to 31 years from
		inception and bearing interest at 
		rates ranging from 6.75% to 13.25%		            72,984		         79,582

                                          					1,472,984      		1,354,582
	Current portion		                              (107,268)      		(181,564)
                                         				$	1,365,716	     $	1,173,018


Building, land, land improvements and equipment with a carrying value of 
$97.4 million at January 31, 1998 are pledged as collateral on the mortgage 
notes.

<PAGE 25>

	Maturities of long-term debt over the next five years are $107.3 million, 
$108.0 million, $108.8 million, $59.6 million and $110.6 million.

	Interest and debt expense consists of the following (in thousands of dollars):

                                       	Fiscal 1997	 Fiscal 1996 	Fiscal 1995
	Long-term debt:
		Interest	                              $	118,466   	$	110,265	    $107,572
		Amortization of debt expense		             1,471	      	1,422	      	1,400
                                       				119,937    		111,687    		108,972

	Interest on capital lease obligations		     1,626	      	1,813		      2,241
	Commercial paper interest		                13,321	      	7,299		      6,014
	Other		                                    (5,647)     	 	(200)	     	2,827
                                      			$	129,237	   $	120,599	   $	120,054


	Interest paid during fiscal 1997, 1996 and 1995 was approximately 
$135.7 million, $129.4 million and $121.4 million, respectively.

4.	TRADE ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	Trade accounts payable and accrued expenses consist of the following 
(in thousands of dollars): 

                                     		January 31, 1998 	February 1, 1997

	Trade accounts payable	                    $	317,774	       $ 342,238
 
	Accrued expenses:
		Taxes, other than income		                   48,497         		41,528
		Salaries, wages, and employee benefits		     57,894	         	51,569
		Interest		                                   36,523         		34,969
		Rent		                                       11,245         		13,105
		Other	                                      	58,101	         	53,286
                                         			$	530,034       	$	536,695

5.	INCOME TAXES

	The provision for Federal and state income taxes is summarized as follows 
 (in thousands of dollars):

		
                               	Fiscal 1997   Fiscal 1996  	Fiscal 1995
	Current:
		Federal	                        $	89,839 	   $	117,230	    $	138,102
		State		                            7,994	      	10,285		      18,700
                                				97,833     		127,515		     156,802
	Deferred:
		Federal		                         49,292	      	11,310	     	(47,832)
		State	                            	4,585		       1,315	      	(6,500)
               			                 	53,877	      	12,625	     	(54,332)
                              			$	151,710    	$	140,140	    $	102,470

<PAGE 26>

A reconciliation between income taxes computed using the effective income 
tax rate and the Federal statutory income tax rates is presented below 
(in thousands of dollars):

                                        Fiscal 1997 	Fiscal 1996 	Fiscal 1995

Income tax at the statutory Federal rate 	$	143,512	   $	132,377	   $	 94,379
State income taxes, net of Federal benefit 	  8,176      		7,584      	 7,970
Other		                                          22		        179		        121
                                       			$	151,710   	$	140,140   	$	102,470


	Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for income tax purposes.  
Significant components of the Company's deferred tax assets and liabilities 
as of January 31, 1998 and February 1, 1997 are as follows (in thousands of 
dollars):

                                       		January 31, 1998  	 February 1, 1997

Property and equipment bases and 
 depreciation differences                     	$	264,526           	$244,076
State income taxes		                              24,018	            	21,111
Differences between book and tax basis 
 of inventory		                                   27,607             	13,304
Other                                            		2,789              	3,016
		Total deferred tax liabilities	               	318,940	           	281,507

Accruals not currently deductible 	              	(3,639)          		(18,715)
State income taxes                                		(330)           		(1,698)
		Total deferred tax assets		                     (3,969)          		(20,413)
			
		Net deferred tax liabilities	                $	314,971           	$261,094

	Deferred tax assets and liabilities are presented as follows in the 
accompanying consolidated balance sheets:

                                      		 January 31, 1998	    February 1, 1997

	Current deferred tax liabilities 	           $	  7,833           $      	-
	Non current deferred tax liabilities		         307,138		           261,094
		Net deferred tax liabilities	               $ 314,971          		$261,094

	Income taxes paid during fiscal 1997, 1996 and 1995 were approximately 
$100.0 million, $116.4 million and $158.0 million, respectively.

6.	STOCKHOLDERS' EQUITY 

	Capital stock is comprised of the following:
	
 Type                                 			Par Value    Shares Authorized

	Preferred (5% cumulative)              			$	100           		5,000	
	Additional preferred                   			$	.01      		10,000,000			
	Class A, common			                        $	.01	     	289,000,000		
	Class B, common			                        $	.01	      	11,000,000		

<PAGE 27>

	Holders of Class A are empowered as a class to elect one-third of the 
members of the Board of Directors and the holders of Class B are empowered 
as a class to elect two-thirds of the members of the Board of Directors.  
Shares of Class B are convertible at the option of any holder thereof into 
shares of Class A at the rate of one share of Class B for one share 
of Class A.

	
7. EARNINGS PER SHARE

During the fouth quarter of fiscal 1997, the Company adopted the provisions 
of Statement of Financial Accounting Standards ("SFAS") No. 128, 
"Earnings Per Share."  In accordance with SFAS No. 128, basic earnings per 
share has been computed based upon the weighted average of Class A and Class 
B common shares outstanding, after deducting preferred dividend 
requirements.  Diluted earnings per share gives effect to outstanding stock 
options 

	Earnings per common share have been computed as follows:
<TABLE>

 (Dollar amounts and shares
	in thousands; per share           	Fiscal 1997 	       Fiscal 1996        	Fiscal 1995
 amounts in dollars)	             Basic 	Diluted      	Basic 	Diluted     	Basic	 Diluted
<S>                            <C>       <C>        <C>       <C>        <C>
Net income                    	$ 258,325 $ 258,325  $ 238,621 $ 238,621 	$	167,183	$	167,183
Preferred stock dividends          		(22)    		(22)	     	(22)	    	(22)	     	(22)		    (22)	
Net earnings available for 	   
	  per-share calculation	      $ 258,303 $ 258,303 	$	238,599	$	238,599	 $	167,161	$	167,161
			
Average shares common
   stock outstanding           		111,303 		111,303  		113,482 		113,482  		113,047  	113,047
Stock options                 			             	691    				          507          				     97
Total average equivalent shares		111,303 		111,994	  	113,482	 	113,989	  	113,047		 113,144
	  
Earnings per share               		$2.32   		$2.31	    	$2.10   		$2.09    		$1.48		   $1.48

</TABLE>

Options to purchase 2,618,406, 4,806,120 and 4,245,797 shares of Class A 
common stock at prices ranging from $31.25 to $45.13 per share were 
outstanding in 1997, 1996 and 1995, respectively, but were not included in 
the computation of diluted earnings per share because the exercise price of 
the options exceed the average market price and would have been anitdilutive.


8.	STOCK OPTIONS

	The Company's 1990 Incentive and Nonqualified Stock Option Plan provides for 
the granting of options to purchase 12 million shares of Class A common 
stock to certain key employees of the Company.  Exercise and vesting terms 
for options granted under this plan are determined at each grant date.  All 
options were granted at not less than fair market value at dates of grant. 
At the end of fiscal 1997, 1,600,925 shares were available for grant under 
the plan and 8,150,265 shares of Class A common stock were reserved for 
issuance under the 1990 stock option plan.

	Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" was effective for the Company for fiscal 1996.  SFAS 
No. 123 encourages (but does not require) compensation expense to be 
measured based on the fair value of the equity instrument awarded.  In 
accordance with APB No. 25, no compensation cost has been recognized in the 
Consolidated Statements of Income for the Company's stock option plans.  If 
compensation cost for the Company's stock option plans had been determined 
in accordance with the fair value method prescribed by SFAS No. 123, the 
Company's net income would have been $245 million,  $229 million and $164 
million for 1997, 1996 and 1995 respectively. Diluted earnings per share 
would have been $2.18, $2.01 and $1.45 for 1997, 1996 and 1995, 
respectively.  Basic earnings per share would have been $2.20, $2.02 and 
$1.45 for 1997, 1996 and 1995, respectively.  This pro forma information may 
not be representative of the amounts to be expected in future years as the 
fair value method of accounting prescribed by SFAS No. 123 has not been 
applied to options granted prior to 1995.

<PAGE 28>

	Stock option transactions are summarized as follows:
<TABLE>
                            					Fiscal 1997  	  		Fiscal 1996 		  		  Fiscal 1995  
		                                    Weighted- 	      Weighted-	          Weighted-
		                                     Average 	         Average             Average
		                                    Exercise 	        Exercise 	          Exercise
 Fixed Option          			    	Shares		 Price 		  Shares 	 Price      Shares  	Price 		
 <S>                       <C>         <C>       <C>       <C>      <C>       <C> 
	Outstanding,
	  beginning of year      		7,058,685 	$	33.85 		6,448,006	$	33.08		4,537,521	$	35.63
	Granted		                  1,956,220  		32.71 		1,896,030	 	36.45		1,990,450	 	27.45
	Exercised		               (1,815,180) 		32.92		  (848,366)		31.69        		-     		-
	Forfeited 		                (650,385) 		39.05  		(436,985)		37.91		  (79,965)		37.69
	Outstanding, end of year 		6,549,340  $ 33.25	 	7,058,685	$ 33.85 	6,448,006 $	33.08
 Options exercisable
   at year-end            		3,245,640 	$	32.41 		3,079,350	$	35.57		3,946,866	$	35.52
	Weighted-average fair 
  value of options 
  granted during the year	     	$7.78		           		$12.19          				$9.26

</TABLE>



	The following table summarizes information about stock options outstanding 
at January 31, 1998:
<TABLE>
                        			     			Options Outstanding               	   		Options Exercisable
                       								Weighted-Average  		 Weighted-        	             Weighted-
Range of 		  	     Options	     		Remaining			       Average	          Options       Average
Exercise Prices 	Outstanding Contractual Life(Yrs) 	Exercise Price  	Exercisable	 Exercise Price
<C>                <C>               <C>               <C>           <C>              <C>
$27.25-$32.25   			3,930,934       		4.8	            		$30.10    			 2,419,634	       $	30.11
$37.00-$39.50   			2,618,406	       	4.4		            	 37.98       			826,006		        39.14
					              6,549,340	       	4.6		            	$33.25	     		3,245,640	       $	32.41
</TABLE>


	The fair value of each option grant is estimated on the date of each grant 
using the Black-Scholes option-pricing model with the following weighted 
average assumptions used for grants in 1997, 1996, and 1995, respectively:  
risk free interest rate 6.13%, 6.27% and 6.32%; expected life 2.9 years, 4.3 
years and 4.3 years; expected volatility of 25.9%, 29.4% and 29.9%; dividend 
yield .49%, .38% and .44%.  The fair values generated by the Black-Scholes 
model may not be indicative of the future benefit, if any, that may be 
received by the option holder.	


9.	LEASES

	Rental expense consists of the following (in thousands of dollars):

                                   	 Fiscal 1997   	Fiscal 1996   	Fiscal 1995

	Operating leases:
		Buildings:
			Minimum rentals	                    $	29,639      	$	28,842 	     $	30,034
			Contingent rentals		                  11,863	       	12,482       		13,625
		Equipment		                            11,661	       	13,100       		14,015
                               			     		53,163		       54,424		       57,674
	Contingent rentals on capital leases	   	1,523	        	1,342	        	1,161
                                   				$	54,686      	$	55,766      	$	58,835



	Contingent rentals on certain leases are based on a percentage of annual 
sales in excess of specified amounts.  Other contingent rentals are based 
entirely on a percentage of sales.

<PAGE 29>


The future minimum rental commitments as of January 31 1998 for all 
noncancelable leases for buildings and equipment are as follows (in 
thousands of dollars):

	Fiscal Year                       Operating Leases    	Capital Leases
	1998	                                 $	36,257	            $	2,987
	1999		                                  33,821	             	2,711
	2000		                                  29,967	             	2,627
	2001		                                  26,530	             	2,371
	2002		                                  25,647	             	2,371
	After 2002		                           136,301	            	11,092

	Total minimum lease payments	        $	288,523	           $	24,159
	Less amount representing interest			                      	(10,303)

	Present value of net minimum lease payments
	(of which $1,651 is currently payable)	                 		$	13,856

	Renewal options from three to twenty-five years exist on the majority of 
leased properties.  At January 31, 1998, the Company is committed to incur 
costs of approximately $227 million to acquire, complete and furnish certain 
stores.


10.	IMPAIRMENT OF LONG-LIVED ASSETS

	In the fourth quarter of fiscal 1995, the Company adopted the provisions of 
Statement of Financial Accounting Standards No. 121, "Accounting for the 
Impairment of Long-Lived Assets  and for Long-Lived Assets to be Disposed 
Of," which requires that long-lived assets and certain intangibles to be 
held and used by an entity be reviewed for impairment whenever events or 
changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable.
 
	The Company evaluated its investment in long-lived assets to be held and 
used in operations on an individual store basis and determined that, based 
upon the history of operating results and updated operating projections, the 
property and equipment at certain stores was impaired.  The Company 
estimated the fair value of the assets at these stores based on operating 
projections and future discounted cash flows.  As a result, the Company 
recorded an after-tax charge of approximately $78.5 million in 1995 ($.69 
per share) representing the amount required to write down the carrying value 
of the property and equipment to their estimated fair value of approximately 
$112 million at February 3, 1996.  The Company believes that no material 
impairment existed at January 31, 1998 and February 1, 1997.


11.	FAIR VALUE DISCLOSURES

	The estimated fair values of financial instruments which are presented 
herein have been determined by the Company using available market 
information and appropriate valuation methodologies.  However, considerable 
judgment is required in interpreting market data to develop estimates of 
fair value.  Accordingly, the estimates presented herein are not necessarily 
indicative of amounts the Company could realize in a current market 
exchange.

	The fair value of trade accounts receivable is determined by discounting the 
estimated future cash flows at current market rates, after consideration of 
credit risks and servicing costs using historical rates.  The fair value of 
the Company's long-term debt is based on market prices or dealer quotes (for 
publicly traded unsecured notes) and on discounted future cash flows using 
current interest rates for financial instruments with similar 
characteristics and maturity (for bank notes and mortgage notes).

	The fair value of the Company's cash and cash equivalents, trade accounts 
receivable and commercial paper borrowings approximates their carrying 
values at January 31, 1998 and February 1, 1997 due to the short-term 
maturities of these instruments.  The fair value of the Company's long-term 
debt at January 31, 1998 and February 1, 1997 was $1,618 million and $1,435 
million, respectively.  The carrying value of the Company's long-term debt 
at January 31, 1998 and February 1, 1997 was $1,473 million and $1,355 
million, respectively.

<PAGE 30>

12.	QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

	The following is a tabulation of the unaudited quarterly results of 
operations for the years ended January 31, 1998 and February 1, 1997 
  (in thousands, except per share data):

                                             			Fiscal 1997		
		                                          Three Months Ended	
      	                        May 3      August 2	   November 1    January 31

	Net sales	               $	1,515,344	  $	1,453,152	  $	1,592,118	 $	2,071,138
	Gross profit		               520,141	     	507,033		     535,815		    675,472
	Net income		                  58,258      		44,342      		44,347    		111,378
	Basic earnings per share	       	.52	         	.40	         	.40	       	1.01
	Diluted earnings per share		     .52         		.40         		.40       		1.00


                                             			Fiscal 1996		
		                                          Three Months Ended	
                             	May 4	      August 3	   November 2	   February 1

	Net sales	              $	1,453,302   	$	1,340,326  	$	1,496,578	 $	1,937,379
	Gross profit		              497,505	      	468,522     		491,455	    	645,338
	Net income	                 	56,401       		39,526      		31,618	    	111,076 
	Basic earnings per share	      	.50	          	.35         		.28        		.98
	Diluted earnings per share     	.50	           .35          	.28         	.98

<PAGE 31>


Annual Meeting and General Information

Annual Meeting

Saturday, May 16, 1998, at 9:30 a.m., Auditorium, Dillard's Corporate Office
1600 Cantrell Road, Little Rock, Arkansas 72201

Form 10-K

Copies of the Company's 10-K Annual Report may be obtained by written request 
to:  James I. Freeman, Senior Vice President and Chief Financial Officer
     Post Office Box 486, Little Rock, Arkansas 72203

Corporate Headquarters

1600 Cantrell Road, Little Rock, Arkansas 72201

Mailing Address

Post Office Box 486, Little Rock, Arkansas 72203
Telephone: 501-376-5200
Telex: 910-722-7322
Fax: 501-376-5917

Transfer Agent And Registrar

ChaseMellon, 85 Challenger Road, Overpeck Centre, Ridgefield Park, 
   New Jersey 07660

Listing

New York Stock Exchange, Ticker Symbol "DDS"	

<PAGE 32>


Stock Prices And Dividends By Quarter

                     Sales Prices - Common Shares
		                        1997 	    			1996         			Dividends Per Share
Quarter	              High  		Low    High     Low          1997    	1996
First	              $32.50	$28.00	 $41.38	 $29.75	        $0.04	   $0.03
Second	              38.06	 30.63 	 40.38  	31.38	         0.04     0.03
Third	               44.75 	34.00 	 34.88  	30.88        	 0.04   	 0.04
Fourth	              41.38 	32.56 	 32.63  	29.13	         0.04 	   0.04

Inside Back Cover 
			
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<TEXT>

                              EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT. 

                                 STATE OF           NAME UNDER WHICH
     NAME                      INCORPORATION    SUBSIDIARY IS DOING BUSINESS  

Dillard Investment Co., Inc.      Delaware      Dillard Investment Company

Construction Developers, 
  Incorporated                    Arkansas      Dillard's

The Higbee Company                Delaware      Dillard's

J. B. Ivey & Company          North Carolina    Dillard's 

Dillard National Bank         National Banking  Dillard National Bank
                                Association

Dillard Travel, Inc.              Arkansas      Dillard Travel, Inc.

Pulaski Realty Company            Arkansas      Pulaski Realty Company 

Dillard USA, Inc.                 Nevada        Dillard's

Dillard's Utah, Inc.              Utah          Dillard's Utah, Inc. 

Dillard International, Inc.       Nevada        Dillard International, Inc.

Dillard Distribution, Inc.        Arkansas      Dillard Distribution, Inc. 

Dillard's Wyoming, Inc.           Wyoming       Dillard's

Dillard Ticketing Systems, Inc.   Arizona       Dillard Ticketing Systems, Inc.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<TEXT>







INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by reference in Registration Statement Number
 33-42500 on Form S-8, in Registration Number 33-42553 on Form S-8, in 
Registration Statement Number 33-42499 on Form S-8, and in Registration 
Statement Number 333-26343 on Form S-3, of our reports (which express an 
unqualified opinion and include an explanatory paragraph relating to a change
in accounting for the impairment of long-lived assets and for long-lived 
assets to be disposed of) dated February 23, 1998, appearing in and 
incorporated by reference in this Annual Report on Form 10-K of Dillard's, 
Inc. and subsidiaries for the year ended January 31, 1998. 


DELOITTE & TOUCHE LLP

New York, New York
April 20, 1998


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-31-1998
<PERIOD-END>                               JAN-31-1998
<CASH>                                          41,833
<SECURITIES>                                         0
<RECEIVABLES>                                1,158,682
<ALLOWANCES>                                    27,809
<INVENTORY>                                  1,784,765
<CURRENT-ASSETS>                             2,998,057
<PP&E>                                       4,002,591
<DEPRECIATION>                               1,501,099
<TOTAL-ASSETS>                               5,591,847
<CURRENT-LIABILITIES>                        1,098,850
<BONDS>                                      1,377,921
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        440
<COMMON>                                         1,143
<OTHER-SE>                                   2,806,355
<TOTAL-LIABILITY-AND-EQUITY>                 5,591,847
<SALES>                                      6,631,752
<TOTAL-REVENUES>                             6,816,909
<CGS>                                        4,393,291
<TOTAL-COSTS>                                4,393,291
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                55,816
<INTEREST-EXPENSE>                             129,237
<INCOME-PRETAX>                                410,035
<INCOME-TAX>                                   151,710
<INCOME-CONTINUING>                            258,325
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   258,325
<EPS-PRIMARY>                                     2.32<F1>
<EPS-DILUTED>                                     2.31<F2>
<FN>
<F1>BASIC PER SFAS NO. 128
<F2>DILUTED PER SFAS NO. 128
</FN>
        

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>7
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS                   YEAR
<FISCAL-YEAR-END>                          JAN-31-1998             JAN-31-1998             JAN-31-1998              FEB-1-1997
<PERIOD-END>                                MAY-3-1997              AUG-2-1997             NOV-01-1997              FEB-1-1997
<CASH>                                          72,246                  73,225                  65,509                  64,094
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                1,046,856               1,031,524               1,054,062               1,130,504
<ALLOWANCES>                                    25,277                  26,751                  25,923                  24,169
<INVENTORY>                                  1,874,310               1,750,239               2,255,564               1,556,958
<CURRENT-ASSETS>                             3,003,309               2,864,269               3,410,152               2,760,636
<PP&E>                                       3,675,899               3,811,712               3,912,754               3,513,155
<DEPRECIATION>                               1,372,246               1,419,304               1,458,890               1,321,222
<TOTAL-ASSETS>                               5,413,515               5,347,080               5,967,141               5,059,726
<CURRENT-LIABILITIES>                        1,155,181               1,040,997               1,617,359                 894,746
<BONDS>                                      1,284,739               1,332,721               1,330,747               1,186,708
<PREFERRED-MANDATORY>                                0                       0                       0                       0
<PREFERRED>                                        440                     440                     440                     440
<COMMON>                                         1,136                   1,138                   1,143                   1,136
<OTHER-SE>                                   2,710,925               2,710,690               2,756,358               2,715,602
<TOTAL-LIABILITY-AND-EQUITY>                 5,413,515               5,347,080               5,967,141               5,059,726
<SALES>                                      1,515,344               2,968,496               4,560,615               6,227,585
<TOTAL-REVENUES>                             1,562,557               3,061,897               4,701,232               6,412,060
<CGS>                                          995,203               1,941,322               2,997,625               4,124,765
<TOTAL-COSTS>                                  995,203               1,941,322               2,997,625               4,124,765
<OTHER-EXPENSES>                                     0                       0                       0                       0
<LOSS-PROVISION>                                14,989                  28,057                  40,462                  66,629
<INTEREST-EXPENSE>                              30,459                  63,939                  97,158                 120,599
<INCOME-PRETAX>                                 92,473                 162,860                 233,247                 378,761
<INCOME-TAX>                                    34,215                  60,260                  86,300                 140,140
<INCOME-CONTINUING>                             58,258                 102,600                 146,947                 238,621
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                    58,258                 102,600                 146,947                 238,621
<EPS-PRIMARY>                                      .52<F1>                 .92<F1>                1.32<F1>                2.10<F1>
<EPS-DILUTED>                                      .52<F2>                 .91<F2>                1.31<F2>                2.09<F2>
<FN>
<F1>EPS-BASIC PER SFAS NO. 128
<F2>EPS-DILUTED PER SFAS NO. 128
</FN>
        

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.2
<SEQUENCE>8
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS                   YEAR
<FISCAL-YEAR-END>                           FEB-1-1997              FEB-1-1997              FEB-1-1997              FEB-3-1996
<PERIOD-END>                                MAY-4-1996              AUG-3-1996              NOV-2-1996              FEB-3-1996
<CASH>                                          70,696                  68,768                  65,217                  58,442
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                1,038,569               1,008,554               1,028,652               1,103,575
<ALLOWANCES>                                    18,272                  16,797                  17,618                  19,528
<INVENTORY>                                  1,750,318               1,618,252               2,046,085               1,486,045
<CURRENT-ASSETS>                             2,865,820               2,708,989               3,162,936               2,658,225
<PP&E>                                       3,266,958               3,358,722               3,432,224               3,215,126
<DEPRECIATION>                               1,208,290               1,250,028               1,283,333               1,179,588
<TOTAL-ASSETS>                               5,012,291               4,906,586               5,413,956               4,778,535
<CURRENT-LIABILITIES>                        1,117,826                 804,604               1,340,024                 869,680
<BONDS>                                      1,099,404               1,294,437               1,239,247               1,178,025
<PREFERRED-MANDATORY>                                0                       0                       0                       0
<PREFERRED>                                        440                     440                     440                     440
<COMMON>                                         1,135                   1,136                   1,136                   1,131
<OTHER-SE>                                   2,540,983               2,579,280               2,606,420               2,476,756
<TOTAL-LIABILITY-AND-EQUITY>                 5,012,291               4,906,586               5,413,956               4,778,535
<SALES>                                      1,453,302               2,793,628               4,290,206               5,918,038
<TOTAL-REVENUES>                             1,501,753               2,888,582               4,431,849               6,097,138
<CGS>                                          955,797               1,827,601               2,832,724               3,893,786
<TOTAL-COSTS>                                  955,797               1,827,601               2,832,724               3,893,786
<OTHER-EXPENSES>                                     0                       0                       0                       0
<LOSS-PROVISION>                                15,710                  31,281                  52,470                  52,522
<INTEREST-EXPENSE>                              28,585                  58,809                  89,117                 120,054
<INCOME-PRETAX>                                 89,526                 152,262                 202,450                 269,653
<INCOME-TAX>                                    33,125                  56,335                  74,905                 102,470
<INCOME-CONTINUING>                             56,401                  95,927                 127,545                 167,183
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                    56,401                  95,927                 127,545                 167,183
<EPS-PRIMARY>                                      .50<F1>                 .85<F1>                1.12<F1>                1.48<F1>
<EPS-DILUTED>                                      .50<F2>                 .84<F2>                1.12<F2>                1.48<F2>
<FN>
<F1>EPS-BASIC PER SFAS NO. 128
<F2>EPS-DILUTED PER SFAS NO. 128
</FN>
        

</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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