SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.    20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment  # 2

Name of
Issuer:       DILLARD'S INCORPORATED
_____________________________________________________

Title of Class
of Securities:  Common Stock

CUSIP Number:    254067101

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

	The Prudential Insurance Company of America     22-1211670

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

3)  SEC USE ONLY:



4)  PLACE OF ORGANIZATION:	A mutual insurance company organized
		under the laws of the State of New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:

5)  Sole Voting Power:		1,207,920		See Exhibit
A
6)  Shared Voting Power:	9,255,066		See Exhibit A
7)  Sole Dispositive Power:	1,207,920		See Exhibit A
8)  Shared Dispositive Power:	9,288,683		See Exhibit
A

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED:
			10,496,603	See Exhibit A

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

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
			10.20 See Exhibit A

12) TYPE OF REPORTING PERSON:  IC, IA

ITEM 1(a).  NAME OF ISSUER:

                      DILLARD'S INCORPORATED

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

                      DILLARD'S INCORPORATED
1600 Cantrell Road
Little Rock, AR  72201


ITEM 2(a).  NAME OF PERSON FILING:

		 The Prudential Insurance Company of America

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

			751 Broad Street
			Newark, New Jersey  07102-3777

ITEM 2(c).  CITIZENSHIP:

			A mutual insurance company organized under the
laws of
			the State of New Jersey

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

			Common Stock

ITEM 2(e).  CUSIP NUMBER:

			254067101

ITEM 3.		The Person filing this statement is an Insurance
Company
			as defined in Section 3(a) (19) of the Securities
Exchange
			Act of 1934, and an Investment Adviser registered
under
			Section 203 of the Investment Advisers Act of
1940.

ITEM 4.  OWNERSHIP:

		(a) Number of Shares
		      Beneficially Owned:		10,496,603  See
Exhibit A

		(b) Percent of Class:		10.20

							Number
		(c) Powers				Of Shares
		      -------------------------------------
- -------------------------------------
		     Sole power to vote or		1,207,920
		  See Exhibit A
		     to direct the vote

		     Shared power to vote or	9,255,066
		  See Exhibit A
		     to direct the vote

		     Sole power to dispose or	1,207,920
		  See Exhibit A
		     to direct disposition

		     Shared power to dispose	9,288,683
		  See Exhibit A
		     or to direct disposition

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

		Not Applicable


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

		See Exhibit A

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE
	SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
	REPORTED ON BY THE ULTIMATE PARENT 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 Prudential Insurance Company of America
	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.

	The filing of this statement should not be construed as an
admission that
Prudential is, for purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of such shares.



				SIGNATURE

	After reasonable inquiry and to the best of its knowledge and
	belief, The Prudential Insurance Company of America certifies that
	the information set forth in this statement is true, complete and
	correct.


	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	By:	Ellen McGlynn Koke
		Second Vice President

	Date:	09/10/1999
	As of:	08/31/1999


				Exhibit A
				--------------

ITEM 6.	 OWNERSHIP:

The Prudential Insurance Company of America ('Prudential') may have direct
or indirect voting and/or investment discretion over 10,496,603 shares of
the Issuer's common stock which are held for its own benefit, or for the
benefit of its clients by its separate accounts, externally managed
accounts, registered investment companies, subsidiaries and/or other
affiliates.  Prudential is reporting the combined holdings of these
entities for the purpose of administrative convenience.

These shares were acquired in the ordinary course of business, and not
with the purpose or effect of changing or influencing control of the
Issuer.  The filing of this statement should not be construed as an
admission that Prudential is, for the purposes of Section 13 or 16 of the
Securities Exchange Act of 1934, the beneficial owner of these shares.