                                                             DILLARDS INC



                                         Filing Type:  SC 13G
                                         Description:  Statement of Beneficial Ownership
                                         Filing Date:  Feb  7, 2002
                                          Period End:  N/A


                                    Primary Exchange:  New York Stock Exchange
                                              Ticker:  DDS










                                                           Table of Contents



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                                                                SC 13G

SC 13G..........................................................................................1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DILLARD'S, INC.

Name of Issuer


Class A Common
Title of Class of Securities


254067101
CUSIP Number




Date of Event Which Requires filing of this Statement


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

         (X)      Rule 13d-1(b)

         ( )      Rule 13d-1(c)

         ( )      Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a
prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).






CUSIP No. 254067101

1)       NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON

         Dillard's, Inc. Retirement Trust    71-0512766

2)       MEMBER OF A GROUP:          (a) N/A
                                     (b) N/A

3)       SEC USE ONLY:

4)       PLACE OF ORGANIZATION: Delaware



                        5)    Sole Voting Power:                                          10,337,250

      NUMBER OF         6)    Shared Voting Power:                                                0
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH           7)    Sole Dispositive Power:                                             0
      REPORTING
        PERSON
         WITH
                        8)    Shared Dispositive Power:                                   10,337,250




9) AGGREGATE AMOUNT BENEFICIALLY OWNED:                                                   10,337,250


10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES:                                      Not Applicable


11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):                                       12.91%


12) TYPE OF REPORTING PERSON:                                                                  EP







ITEM 1(a). NAME OF ISSUER:

         DILLARD'S INCORPORATED


ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:

         DILLARD'S, INC.
         1600 Cantrell Road
         Little Rock, AR 72201


ITEM 2(a). NAME OF PERSON FILING:

         Dillard's, Inc. Retirement Trust


ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

         DILLARD'S, INC.
         1600 Cantrell Road
         Little Rock, AR 72201


ITEM 2(c). CITIZENSHIP:

         Delaware


ITEM 2(d). TITLE OF CLASS OF SECURITIES:

         Class A Common Stock


ITEM 2(e). CUSIP NUMBER:

         254067101


ITEM 3.

The Person filing this statement is an Employee Benefit Plan which is subject to the provision of the Employee Retirement Income
Security Act of 1974 in accordance with Section 240.13d-1(b)(ii)(F).







ITEM 4. OWNERSHIP:



(a)       Number of Shares Beneficially Owned:                                            10,337,250
(b)       Percent of Class:                                                                   12.91%
(c)       Powers:                                                                       No. of Shares
          Sole power to vote or
          to direct the vote                                                              10,337,250
          Shared power to vote or
          to direct the vote                                                                      0
          Sole power to dispose or
          to direct disposition                                                                   0
          Shared power to dispose
          or to direct disposition                                                        10,337,250



ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:

Not Applicable


ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:

The reporting person is a trust for the Issuer's Employees' Retirement Plan


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE ULTIMATE PARENT HOLDING COMPANY:

Not Applicable


ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable


ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not Applicable







ITEM 10. CERTIFICATION:

By signing below, the Dillard's, Inc. Retirement Trust
certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose
or effect.




                                                               SIGNATURE

After reasonable inquiry and to the best of its knowledge and
belief, The Dillard's, Inc. Retirement Trust certifies that
the information set forth in this statement is true, complete and
correct.

                                                 THE DILLARD'S, INC. RETIREMENT TRUST


                                                         By:/S/ John Hawkins
                                            John Hawkins
                                            Administrator


Date:  02/07/2002
As of: 12/31/2001

DILLARDS INC RETIREMENT PLAN SC 13G/A