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 Plan Trust                        71-0388071

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

    3) SEC USE ONLY:

    4) PLACE OF ORGANIZATION: New Jersey



                        5)    Sole Voting Power:                               0


      NUMBER OF       6)    Shared Voting Power:                    11,935,319
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH           7)    Sole Dispositive Power:                          0
      REPORTING
        PERSON
         WITH
                        8)    Shared Dispositive Power:               11,935,319




 9) AGGREGATE AMOUNT BENEFICIALLY OWNED:                              11,935,319


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


11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):                    15.14%


12) TYPE OF REPORTING PERSON:                                                EP

ITEM 1(a). NAME OF ISSUER:

         DILLARD'S, INC.


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 Plan Trust


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

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


ITEM 2(c). CITIZENSHIP:

         Arkansas


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 a Trust for Employee Benefit Plans which are
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:                       11,935,319

(b)Percent of Class:                                              15.14%

(c)Powers:                                                 No. of Shares

   Sole power to vote or
   to direct the vote                                                  0

   Shared power to vote or
   to direct the vote                                         11,935,319

   Sole power to dispose or
   to direct disposition                                               0

  Shared power to dispose
   or to direct disposition                                   11,935,319


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 Plans


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 Plan 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 Plan Trust certifies
that the information set forth in this statement is true, complete and
correct.

                       THE DILLARD'S, INC. RETIREMENT PLAN TRUST


                                            By:/S/ Phillip R. Watts
                                            Phillip R. Watts
                                             Administrator


Date:  02/14/2005
As of: 12/31/2004

DILLARDS INC RETIREMENT PLAN SC 13G