


                                               DILLARDS INC



                                         Filing Type:  SC 13G
                                         Description:  Statement of Beneficial Ownership
                                         Filing Date:  Feb 14, 2003
                                          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:                       10,646,883

     NUMBER OF      6)    Shared Voting Power:                            0
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH         7)    Sole Dispositive Power:                         0
      REPORTING
        PERSON
         WITH
                      8)    Shared Dispositive Power:                10,646,883




      9) AGGREGATE AMOUNT BENEFICIALLY OWNED:                        10,646,883


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


     11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):              13.20%


     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:                               10,646,883

(b)Percent of Class:                                                    13.20%

(c)Powers:                                                         No. of Shares

          Sole power to vote or
          to direct the vote                                           10,646,883

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                                     10,646,883



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/ Phillip R. Watts
                                            Phillip R. Watts
                                            Administrator


Date:  02/14/2003
As of: 12/31/2002
DILLARDS INC RETIREMENT PLAN SC 13G
