SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Dillard’s Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

254067101

(CUSIP Number)

Peter G. Smith, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

 (Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

February 29, 2008

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box:  [   ].

 (Continued on following pages)

(Page 1 of 37 Pages)

	SCHEDULE 13D
CUSIP No. 254067101		Page 2 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Companies Equity Partners, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	567,830
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	567,830
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	567,830

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.80%

14)	TYPE OF REPORTING PERSON
	PN

	SCHEDULE 13D
CUSIP No. 254067101		Page 3 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Companies Investors, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	567,830
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	567,830
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	567,830

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.80%

14)	TYPE OF REPORTING PERSON
	OO

	SCHEDULE 13D
CUSIP No. 254067101		Page 4 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Investments, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	376,107
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	376,107
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	376,107

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.53%

14)	TYPE OF REPORTING PERSON
	PN

	SCHEDULE 13D
CUSIP No. 254067101		Page 5 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Companies Advisors, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	376,107
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	376,107
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	376,107

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.53%

14)	TYPE OF REPORTING PERSON
	OO

	SCHEDULE 13D
CUSIP No. 254067101		Page 6 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Companies Offshore Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

	7) SOLE VOTING POWER
NUMBER OF	990,932
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	990,932
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	990,932

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.39%

14)	TYPE OF REPORTING PERSON
	OO

	SCHEDULE 13D
CUSIP No. 254067101		Page 7 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Offshore Advisors II, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	990,932
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	990,932
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	990,932

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.39%

14)	TYPE OF REPORTING PERSON
	IA, OO

	SCHEDULE 13D
CUSIP No. 254067101		Page 8 of 37 Pages

1)	NAME OF REPORTING PERSON
	Barington Capital Group, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

	7) SOLE VOTING POWER
NUMBER OF	1,934,869
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	1,934,869
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,934,869

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.72%

14)	TYPE OF REPORTING PERSON
	PN

	SCHEDULE 13D
CUSIP No. 254067101		Page 9 of 37 Pages

1)	NAME OF REPORTING PERSON
	LNA Capital Corp.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	1,934,869
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	1,934,869
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,934,869

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.72%

14)	TYPE OF REPORTING PERSON
	CO

	SCHEDULE 13D
CUSIP No. 254067101		Page 10 of 37 Pages

1)	NAME OF REPORTING PERSON
	James A. Mitarotonda

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	7) SOLE VOTING POWER
NUMBER OF	1,934,869
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	1,934,869
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,934,869

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.72%

14)	TYPE OF REPORTING PERSON
	IN

	SCHEDULE 13D
CUSIP No. 254067101		Page 11 of 37 Pages

1)	NAME OF REPORTING PERSON
	RJG Capital Partners, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	11,500
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	11,500
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,500

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	PN

	SCHEDULE 13D
CUSIP No. 254067101		Page 12 of 37 Pages

1)	NAME OF REPORTING PERSON
	RJG Capital Management, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	11,500
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	11,500
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,500

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	OO

	SCHEDULE 13D
CUSIP No. 254067101		Page 13 of 37 Pages

1)	NAME OF REPORTING PERSON
	Ronald J. Gross

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	7) SOLE VOTING POWER
NUMBER OF	11,500
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	None
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	11,500
WITH
	10) SHARED DISPOSITIVE POWER
	None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,500

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	IN

	SCHEDULE 13D
CUSIP No. 254067101		Page 14 of 37 Pages

1)	NAME OF REPORTING PERSON
	Clinton Multistrategy Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	463,200
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	463,200

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	463,200

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.65%

14)	TYPE OF REPORTING PERSON
	CO

	SCHEDULE 13D
CUSIP No. 254067101		Page 15 of 37 Pages

1)	NAME OF REPORTING PERSON
	Clinton Special Opportunities Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	99,550
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	99,550

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,550

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.14%

14)	TYPE OF REPORTING PERSON
	CO

	SCHEDULE 13D
CUSIP No. 254067101		Page 16 of 37 Pages

1)	NAME OF REPORTING PERSON
	Clinton Magnolia Master Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	1,043,950
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	1,043,950

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,043,950

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.47%

14)	TYPE OF REPORTING PERSON
	CO

	SCHEDULE 13D
CUSIP No. 254067101		Page 17 of 37 Pages

1)	NAME OF REPORTING PERSON
	Clinton Lexington Master Fund, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	AF

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	149,700
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	149,700

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	149,700

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.21%

14)	TYPE OF REPORTING PERSON
	PN

	SCHEDULE 13D
CUSIP No. 254067101		Page 18 of 37 Pages

1)	NAME OF REPORTING PERSON
	Clinton Group, Inc.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	AF

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	1,756,400
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	1,756,400

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,756,400

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.47%

14)	TYPE OF REPORTING PERSON
	IA, CO

	SCHEDULE 13D
CUSIP No. 254067101		Page 19 of 37 Pages

1)	NAME OF REPORTING PERSON
	George E. Hall

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[  ]

3) SEC USE ONLY

4)	SOURCE OF FUNDS
	AF

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[  ]

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	7) SOLE VOTING POWER
NUMBER OF	None
SHARES
BENEFICIALLY	8) SHARED VOTING POWER
OWNED BY	1,756,400
EACH
REPORTING	9) SOLE DISPOSITIVE POWER
PERSON	None
WITH
	10) SHARED DISPOSITIVE POWER
	1,756,400

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,756,400

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.47%

14)	TYPE OF REPORTING PERSON
	IN

Page 20 of 37

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 29, 2008 (the "Statement") by and on behalf of Barington Companies Equity Partners, L.P.("Barington") and others with respect to the Class A common stock, par value $0.01 per share (the "Common Stock"), of Dillard’s Inc., a Delaware corporation (the "Company").  The principal executive offices of the Company are located at 1600 Cantrell Road, Little Rock, Arkansas 72201.

Item 2.  

Identity and Background.

The second paragraph of Item 2 (a) - (c) of the Statement is hereby amended and restated as follows:

As of March 3, 2008, the Reporting Entities are the beneficial owners of, in the aggregate, 3,702,769 shares of Common Stock, representing approximately 5.20% of the shares of Common Stock presently outstanding based upon the 71,155,347 shares of Class A Common Stock reported by the Company to be issued and outstanding as of December 1, 2007 in its Form 10-Q filed with the SEC on December 5, 2007 (the “Issued and Outstanding Shares”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting Entities purchased an aggregate of 1,070,400 shares of Common Stock.  The amount of funds expended for purchases of Common Stock, including, but not limited to, shares currently held by various Reporting Entities, was approximately $5,054,763.60 by Clinton Multistrategy Master Fund, Ltd, $1,963,903.30 by Clinton Special Opportunities Master Fund, Ltd., $8,804,126.80 by Clinton Magnolia Master Fund, Ltd. and $1,942,691.30 by Clinton Lexington Master Fund, L.P.  All purchases of Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

All purchase and sale transactions effected since the filing of the Statement, including, without limitation, with respect to shares of Common Stock subject to listed American-style call and put options, are described in the Schedule attached hereto and incorporated herein by reference.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On February 29, 2008, Barington and Clinton Multistrategy Master Fund, Ltd. (“Clinton”) delivered a letter (the “Demand Letter”) to the Company demanding, pursuant to Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware, a listing of the Company's stockholders and other related corporate records in order to allow Barington and Clinton to communicate with the Company's stockholders regarding matters relating to their interests as stockholders, including, without limitation, in connection with the election of directors at the Company's next annual meeting of stockholders and any other matters that may properly come before such meeting in the event that Barington and Clinton elect to solicit proxies to elect directors at such meeting.  A copy of the Demand Letter is attached as Exhibit 99.4 and incorporated herein by reference.

Page 21 of 37

Item 5.  

Interest in Securities of the Issuer.

Items 5(a) - (c) of the Statement are hereby amended and restated as follows:

(a) – (b) As of March 3, 2008, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 567,830 shares of Common Stock, representing approximately 0.80% of the Issued and Outstanding Shares.  As of March 3, 2008, Barington Investments, L.P. beneficially owns 376,107 shares of Common Stock, representing approximately 0.53% of the Issued and Outstanding Shares.  As of March 3, 2008, Barington Companies Offshore Fund, Ltd. beneficially owns 990,932 shares of Common Stock, representing approximately 1.39% of the Issued and Outstanding Shares.  As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 567,830 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., representing approximately 0.80% of the Issued and Outstanding Shares.  As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 376,107 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 0.53% of the Issued and Outstanding Shares.  As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the 990,932 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing approximately 1.39% of the Issued and Outstanding Shares.  As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 567,830 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 376,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 990,932 shares of Common Stock beneficially owned by Barington Companies Offshore F und, Ltd., constituting an aggregate of 1,934,869 shares, representing approximately 2.72% of the Issued and Outstanding Shares.  As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 567,830 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 376,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 990,932 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,934,869 shares of Common Stock, representing approximately 2.72% of the Issued and Outstanding Shares.  As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 567,830 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 376,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 990,932 shares of Common Stock beneficially o wned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,934,869 shares of Common Stock, representing approximately 2.72% of the Issued and Outstanding Shares.  Mr. Mitarotonda has sole voting and dispositive power with respect to the 567,830 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 376,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 990,932 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd.  Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of March 3, 2008, RJG Capital Partners, L.P. beneficially owns 11,500 shares of Common Stock, representing approximately 0.02% of the Issued and Outstanding Shares.  As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to

Page 22 of 37

beneficially own the 11,500 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares.  As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 11,500 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares.  Mr. Gross has sole voting and dispositive power with respect to the 11,500 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares.  Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of March 3, 2008, Clinton Multistrategy Master Fund, Ltd. beneficially owns 463,200 shares of Common Stock, representing approximately 0.65% of the Issued and Outstanding Shares.  As of March 3, 2008, Clinton Special Opportunities Master Fund, Ltd. beneficially owns 99,550 shares of Common Stock, which includes 20,000 shares of Common Stock subject to call options, representing approximately 0.14% of the Issued and Outstanding Shares.  As of March 3, 2008, Clinton Magnolia Master Fund, Ltd. beneficially owns 1,043,950 shares of Common Stock, representing approximately 1.47% of the Issued and Outstanding Shares.  As of March 3, 2008, Clinton Lexington Master Fund, L.P. beneficially owns 149,700 shares of Common Stock, representing approximately 0.21% of the Issued and Outstanding Shares.  By virtue of investment management agreements with each of Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master Fund, L.P., Clinton Group, Inc. may be deemed to beneficially own the 463,200 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 99,550 shares of Common Stock beneficially owned by Clinton Special Opportunities Master Fund, Ltd., the 1,043,950 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P., constituting an aggregate of 1,756,400 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately 2.47% of the Issued and Outstanding Shares.  By virtue of his direct and indirect control of Clinton Group, Inc., Mr. Hall may be deemed to beneficially own the 463,200 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 99,550 shares of Common Stock beneficially owned by Clinton Special Opp ortunities Master Fund, Ltd., the 1,043,950 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P., constituting an aggregate of 1,756,400 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately 2.47% of the Issued and Outstanding Shares.  By virtue of investment management agreements with each of Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master Fund, L.P., Clinton Group, Inc. has the power to vote or direct the voting, and to dispose or direct the disposition, of the 463,200 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 99,550 shares of Common Stock beneficially owned by Clinton Special Opportunities Master Fund, Ltd., which includes 20,000 shares of Common Stoc k subject to call options, the 1,043,950 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P.  By virtue of his direct and indirect control of Clinton Group, Inc., Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all shares of Common Stock as to which Clinton Group, Inc. has voting power or dispositive power.  Accordingly, Clinton Group, Inc. and Mr. Hall are deemed to have shared voting and shared dispositive power

Page 23 of 37

with respect to the 463,200 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 99,550 shares of Common Stock beneficially owned by Clinton Special Opportunities Master Fund, Ltd., which includes 20,000 shares of Common Stock subject to call options, the 1,043,950 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P.  Mr. Hall disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only.  Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(c)  Information concerning all transactions in shares of Common Stock effected by the Reporting Entities since the filing of the Statement, including, without limitation, with respect to shares of Common Stock subject to listed American-style call and put options, is set forth in the Schedule attached hereto and incorporated herein by reference.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only.  Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

Item 6.  

Contracts, Arrangements, Understanding or Relationships With Respect to Securities

of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Certain of the Reporting Entities may, from time to time, enter into and dispose of cash-settled equity swap or other similar transactions with one or more counterparties, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Common Stock. As of March 3, 2008, none of the Reporting Entities was a party to any such contract.

Item 7.  

Material to be Filed as Exhibits.

99.4 Letter dated February 29, 2008 from Barington and Clinton to the Company.

Page 24 of 37

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated:

March 4, 2008

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By:

Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:    Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON INVESTMENTS, L.P.

By:

Barington Companies Advisors, LLC, its
        general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member

BARINGTON COMPANIES ADVISORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member

Page 25 of 37

BARINGTON COMPANIES OFFSHORE FUND, LTD.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Authorized Signatory

BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member

BARINGTON CAPITAL GROUP, L.P.

By:LNA Capital Corp., its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO

/s/ James A. Mitarotonda

James A. Mitarotonda

RJG CAPITAL PARTNERS, L.P.

By: RJG Capital Management, LLC, its general partner

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

Page 26 of 37

RJG CAPITAL MANAGEMENT, LLC

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title:   Managing Member

/s/ Ronald J. Gross

Ronald J. Gross

CLINTON MULTISTRATEGY MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name:  Francis Ruchalski

Title: Chief Financial Officer

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name:  Francis Ruchalski

Title: Chief Financial Officer

CLINTON MAGNOLIA MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name:  Francis Ruchalski

Title: Chief Financial Officer

CLINTON LEXINGTON MASTER FUND, L.P.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name:  Francis Ruchalski

Title: Chief Financial Officer

Page 27 of 37

CLINTON GROUP, INC.

By: /s/ Francis Ruchalski

Name:  Francis Ruchalski

Title: Chief Financial Officer

/s/ George E. Hall

George E. Hall

Page 28 of 37

SCHEDULE

This schedule sets forth information with respect to each purchase and sale of Common Stock and purchase and sale of listed American-style call and put options which were effectuated by a Reporting Entity since the filing of the Statement.  All transactions were effectuated in the open market through a broker.

Options purchased and sold by Barington Companies Equity Partners, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Sell	Call	(10,300)	$17.50	2/16/2008	$3.0570	$(31,487.10)
1/29/2008	Short Sell	Call	(5,900)	$22.50	2/16/2008	$0.4000	$(2,360.00)
1/29/2008	Buy	Put	17,600	$17.50	3/22/2008	$1.1170	$19,659.20
1/30/2008	Sell	Call	(4,300)	$17.50	2/16/2008	$2.6630	$(11,450.90)
1/30/2008	Buy	Put	23,400	$17.50	3/22/2008	$1.1290	$26,418.60
1/31/2008	Buy	Put	14,700	$17.50	3/22/2008	$0.9771	$14,363.37
2/1/2008	Sell	Call	(14,800)	$17.50	2/16/2008	$3.0513	$(45,159.24)
2/4/2008	Buy	Put	22,100	$17.50	3/22/2008	$1.1565	$25,558.65
2/4/2008	Buy	Put	13,300	$17.50	5/17/2008	$1.7000	$22,610.00
2/5/2008	Buy	Put	7,300	$17.50	3/22/2008	$1.1500	$8,395.00
2/5/2008	Buy	Put	7,300	$17.50	5/17/2008	$1.7000	$12,410.00
2/6/2008	Buy	Put	29,300	$17.50	5/17/2008	$1.8250	$53,472.50
2/7/2008	Cover Short	Put	14,700	$15.00	5/17/2008	$0.9344	$13,735.68
2/7/2008	Buy	Put	14,700	$17.50	5/17/2008	$1.7500	$25,725.00
2/11/2008	Cover Short	Put	14,700	$15.00	5/17/2008	$1.0500	$15,435.00
2/12/2008	Short Sell	Call	(10,300)	$20.00	3/22/2008	$1.1857	$(12,212.71)
2/12/2008	Cover Short	Call	10,300	$20.00	3/22/2008	$0.8500	$8,755.00
2/15/2008	Expired	Call	5,900	$22.50	2/16/2008
2/15/2008	Expired	Put	14,100	$15.00	2/16/2008
2/19/2008	Sell	Put	(29,400)	$17.50	3/22/2008	$1.9000	$(55,860.00)
2/19/2008	Sell	Put	(14,700)	$15.00	3/22/2008	$0.8000	$(11,760.00)
2/25/2008	Buy	Put	29,700	$17.50	3/22/2008	$1.9258	$57,196.26
2/26/2008	Buy	Put	29,400	$17.50	3/22/2008	$1.7239	$50,682.66
2/29/2008	Short Sell	Put	(29,400)	$17.50	3/22/2008	$2.8000	$(82,320.00)
3/3/2008	Short Sell	Call	(29,400)	$20.00	8/15/2008	$0.7501	$(22,052.94)
3/3/2008	Buy	Put	58,800	$15.00	4/19/2008	$1.5681	$92,204.28

Options purchased and sold by Barington Investments, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Sell	Call	(6,800)	$17.50	2/16/2008	$3.0570	$(20,787.60)
1/29/2008	Short Sell	Call	(3,900)	$22.50	2/16/2008	$0.4000	$(1,560.00)
1/29/2008	Buy	Put	11,700	$17.50	3/22/2008	$1.1170	$13,068.90
1/30/2008	Sell	Call	(2,800)	$17.50	2/16/2008	$2.6630	$(7,456.40)
1/30/2008	Buy	Put	15,600	$17.50	3/22/2008	$1.1290	$17,612.40
1/31/2008	Buy	Put	9,700	$17.50	3/22/2008	$0.9771	$9,477.87
2/1/2008	Sell	Call	(9,800)	$17.50	2/16/2008	$3.0513	$(29,902.74)
2/4/2008	Buy	Put	14,600	$17.50	3/22/2008	$1.1565	$16,884.90
2/4/2008	Buy	Put	8,700	$17.50	5/17/2008	$1.7000	$14,790.00
2/5/2008	Buy	Put	4,900	$17.50	3/22/2008	$1.1500	$5,635.00
2/5/2008	Buy	Put	4,900	$17.50	5/17/2008	$1.7000	$8,330.00
2/6/2008	Buy	Put	19,400	$17.50	5/17/2008	$1.8250	$35,405.00

Page 29 of 37

2/7/2008	Cover Short	Put	9,700	$15.00	5/17/2008	$0.9344	$9,063.68
2/7/2008	Buy	Put	9,700	$17.50	5/17/2008	$1.7500	$16,975.00
2/11/2008	Cover Short	Put	9,700	$15.00	5/17/2008	$1.0500	$10,185.00
2/12/2008	Short Sell	Call	(6,800)	$20.00	3/22/2008	$1.1857	$(8,062.76)
2/12/2008	Cover Short	Call	6,800	$20.00	3/22/2008	$0.8500	$5,780.00
2/15/2008	Expired	Call	3,900.00	$22.50	2/16/2008
2/15/2008	Expired	Put	9,300.00	$15.00	2/16/2008
2/19/2008	Sell	Put	(19,400)	$17.50	3/22/2008	$1.9000	$(36,860.00)
2/19/2008	Sell	Put	(9,700)	$15.00	3/22/2008	$0.8000	$(7,760.00)
2/25/2008	Buy	Put	19,600	$17.50	3/22/2008	$1.9258	$37,745.68
2/26/2008	Buy	Put	19,400	$17.50	3/22/2008	$1.7239	$33,443.66
2/29/2008	Short Sell	Put	(19,400)	$17.50	3/22/2008	$2.8000	$(54,320.00)
3/3/2008	Short Sell	Call	(19,400)	$20.00	8/15/2008	$0.7501	$(14,551.94)
3/3/2008	Buy	Put	38,800	$15.00	4/19/2008	$1.5681	$60,842.28

Options purchased and sold by Barington Companies Offshore Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Sell	Call	(17,900)	$17.50	2/16/2008	$3.0570	$(54,720.30)
1/29/2008	Short Sell	Call	(10,200)	$22.50	2/16/2008	$0.4000	$(4,080.00)
1/29/2008	Buy	Put	30,700	$17.50	3/22/2008	$1.1170	$34,291.90
1/30/2008	Sell	Call	(7,500)	$17.50	2/16/2008	$2.6630	$(19,972.50)
1/30/2008	Buy	Put	41,000	$17.50	3/22/2008	$1.1290	$46,289.00
1/31/2008	Buy	Put	25,600	$17.50	3/22/2008	$0.9771	$25,013.76
2/1/2008	Sell	Call	(25,800)	$17.50	2/16/2008	$3.0513	$(78,723.54)
2/4/2008	Buy	Put	38,600	$17.50	3/22/2008	$1.1565	$44,640.90
2/4/2008	Buy	Put	23,000	$17.50	5/17/2008	$1.7000	$39,100.00
2/5/2008	Buy	Put	12,800	$17.50	3/22/2008	$1.1500	$14,720.00
2/5/2008	Buy	Put	12,800	$17.50	5/17/2008	$1.7000	$21,760.00
2/6/2008	Buy	Put	51,300	$17.50	5/17/2008	$1.8250	$93,622.50
2/7/2008	Cover Short	Put	25,600	$15.00	5/17/2008	$0.9344	$23,920.64
2/7/2008	Buy	Put	25,600	$17.50	5/17/2008	$1.7500	$44,800.00
2/11/2008	Cover Short	Put	25,600	$15.00	5/17/2008	$1.0500	$26,880.00
2/12/2008	Short Sell	Call	(17,900)	$20.00	3/22/2008	$1.1857	$(21,224.03)
2/12/2008	Cover Short	Call	17,900	$20.00	3/22/2008	$0.8500	$15,215.00
2/15/2008	Expired	Call	10,200	$22.50	2/16/2008
2/15/2008	Expired	Put	24,400	$15.00	2/16/2008
2/19/2008	Sell	Put	(51,200)	$17.50	3/22/2008	$1.9000	$(97,280.00)
2/19/2008	Sell	Put	(25,600)	$15.00	3/22/2008	$0.8000	$(20,480.00)
2/25/2008	Buy	Put	51,700	$17.50	3/22/2008	$1.9258	$99,563.86
2/26/2008	Buy	Put	51,200	$17.50	3/22/2008	$1.7239	$88,263.68
2/29/2008	Short Sell	Put	(51,200)	$17.50	3/22/2008	$2.8000	$(143,360.00)
3/3/2008	Short Sell	Call	(51,200)	$20.00	8/15/2008	$0.7501	$(38,405.12)
3/3/2008	Buy	Put	102,400	$15.00	4/19/2008	$1.5681	$160,573.44

Shares purchased by Clinton Multistrategy Master Fund, Ltd.

Date	Number of Shares	Price per Share	Cost(*)
2/14/2008	48,600	$17.463	$848,701.80
2/14/2008	22,300	$17.495	$390,138.50
2/15/2008	14,800	$17.305	$256,114.00
2/15/2008	24,700	$17.219	$425,309.30
2/28/2008	50,000	$15.860	$793,000.00
2/28/2008	50,000	$15.660	$783,000.00
2/28/2008	50,000	$15.620	$781,000.00
2/28/2008	50,000	$15.550	$777,500.00

Page 30 of 37

Options purchased and sold by Clinton Multistrategy Master Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Cover Short	Put	10,000	$15.00	2/16/2008	$0.250	$2,500.00
1/31/2008	Short Sell	Call	(24,300)	$17.50	3/22/2008	$3.300	$(80,190.00)
1/31/2008	Short Sell	Call	(35,700)	$17.50	3/22/2008	$3.200	$(114,240.00)
2/1/2008	Cover Short	Put	20,000	$15.00	2/16/2008	$0.150	$3,000.00
2/11/2008	Cover Short	Call	10,000	$20.00	2/16/2008	$0.228	$2,280.00
2/11/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$2.428	$(24,280.00)
2/14/2008	Sell	Call	(80,000)	$17.50	2/16/2008	$0.350	$(28,000.00)
2/14/2008	Cover Short	Call	10,000	$17.50	2/16/2008	$0.307	$3,070.00
2/15/2008	Expired	Call	190,000	$20.00	2/16/2008
2/15/2008	Expired	Call	(40,000)	$17.50	2/16/2008
2/19/2008	Cover Short	Call	25,200	$17.50	3/21/2008	$0.800	$20,160.00
2/28/2008	Short Sell	Call	(50,000)	$15.00	3/22/2008	$1.450	$(72,500.00)
2/28/2008	Short Sell	Call	(150,000)	$15.00	3/22/2008	$1.315	$(197,250.00)
3/3/2008	Cover Short	Call	23,900	$17.50	3/22/2008	$0.250	$5,975.00

Shares purchased and sold by Clinton Special Opportunities Master Fund, Ltd.

Date	Number of Shares	Price per Share	Cost(*)
2/14/2008	50,200	$17.463	$876,642.60
2/14/2008	23,000	$17.495	$402,385.00
2/15/2008	14,900	$17.305	$257,844.50
2/15/2008	24,800	$17.219	$427,031.20
2/26/2008	(450,000)	$16.430	$(7,393,500.00)

Options purchased and sold by Clinton Special Opportunities Master Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Short Sell	Call	(20,000)	$17.50	3/22/2008	$3.700	$(74,000.00)
1/29/2008	Short Sell	Call	(30,900)	$17.50	3/22/2008	$3.300	$(101,970.00)
1/29/2008	Cover Short	Put	10,000	$15.00	2/16/2008	$0.250	$2,500.00
1/30/2008	Short Sell	Call	(30,000)	$20.00	2/16/2008	$1.000	$(30,000.00)
1/30/2008	Short Sell	Call	(50,000)	$20.00	2/16/2008	$1.025	$(51,250.00)
1/30/2008	Short Sell	Call	(4,200)	$20.00	3/22/2008	$1.800	$(7,560.00)
1/31/2008	Short Sell	Call	(5,000)	$20.00	2/16/2008	$1.000	$(5,000.00)
1/31/2008	Short Sell	Call	(10,000)	$20.00	2/16/2008	$0.900	$(9,000.00)
1/31/2008	Short Sell	Call	(50,000)	$20.00	2/16/2008	$0.750	$(37,500.00)
1/31/2008	Short Sell	Call	(50,000)	$20.00	2/16/2008	$0.700	$(35,000.00)
1/31/2008	Short Sell	Call	(2,500)	$20.00	2/16/2008	$0.550	$(1,375.00)
1/31/2008	Short Sell	Call	(33,900)	$20.00	2/16/2008	$0.500	$(16,950.00)
1/31/2008	Short Sell	Call	(30,000)	$17.50	3/22/2008	$3.400	$(102,000.00)
1/31/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$3.100	$(31,000.00)
1/31/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$2.900	$(29,000.00)
2/1/2008	Short Sell	Call	(15,000)	$20.00	2/16/2008	$0.950	$(14,250.00)
2/1/2008	Short Sell	Call	(10,000)	$20.00	3/22/2008	$1.725	$(17,250.00)

Page 31 of 37

2/1/2008	Short Sell	Call	(5,500)	$17.50	3/22/2008	$3.491	$(19,200.50)
2/1/2008	Cover Short	Put	50,000	$15.00	2/16/2008	$0.150	$7,500.00
2/12/2008	Cover Short	Put	8,500	$15.00	2/15/2008	$0.050	$425.00
2/14/2008	Short Sell	Call	(70,000)	$17.50	2/16/2008	$0.307	$(21,490.00)
2/15/2008	Expired	Call	156,400	$20.00	2/16/2008
2/15/2008	Expired	Call	(40,000)	$17.50	2/16/2008
2/19/2008	Cover Short	Call	15,000	$17.50	3/22/2008	$0.800	$12,000.00
2/25/2008	Cover Short	Call	14,200	$20.00	3/22/2008	$0.173	$2,456.60
2/25/2008	Cover Short	Call	18,000	$17.50	3/22/2008	$0.631	$11,358.00
3/3/2008	Cover Short	Call	25,000	$17.50	3/22/2008	$0.250	$6,250.00

Shares purchased by Clinton Magnolia Master Fund, Ltd.

Date	Number of Shares	Price per Share	Cost(*)
1/29/2008	25,400	$18.942	$481,126.80
2/15/2008	10,000	$15.000	$150,000.00
2/26/2008	450,000	$16.430	$7,393,500.00
2/29/2008	50,000	$15.590	$779,500.00

Options purchased and sold by Clinton Magnolia Master Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Short Sell	Call	(30,000)	$20.00	2/16/2008	$1.250	$(37,500.00)
1/29/2008	Short Sell	Call	(40,000)	$20.00	3/22/2008	$1.914	$(76,560.00)
1/30/2008	Short Sell	Call	(15,000)	$17.50	3/22/2008	$3.100	$(46,500.00)
1/30/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$3.000	$(30,000.00)
1/30/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$3.200	$(32,000.00)
1/31/2008	Short Sell	Call	(5,000)	$20.00	2/16/2008	$1.275	$(6,375.00)
1/31/2008	Short Sell	Call	(10,000)	$20.00	2/16/2008	$1.275	$(12,750.00)
1/31/2008	Short Sell	Call	(5,000)	$20.00	2/16/2008	$1.275	$(6,375.00)
1/31/2008	Short Sell	Call	(5,000)	$20.00	2/16/2008	$1.275	$(6,375.00)
1/31/2008	Short Sell	Call	(2,700)	$20.00	2/16/2008	$1.275	$(3,442.50)
1/31/2008	Short Sell	Call	(33,900)	$20.00	2/16/2008	$1.275	$(43,222.50)
1/31/2008	Short Sell	Call	(30,000)	$20.00	3/22/2008	$2.075	$(62,250.00)
2/1/2008	Short Sell	Call	(15,000)	$20.00	2/16/2008	$1.275	$(19,125.00)
2/1/2008	Short Sell	Call	(10,000)	$20.00	3/22/2008	$2.075	$(20,750.00)
2/1/2008	Short Sell	Call	(5,000)	$17.50	3/22/2008	$3.800	$(19,000.00)
2/4/2008	Short Sell	Call	(10,000)	$20.00	2/16/2008	$0.750	$(7,500.00)
2/11/2008	Cover Short	Call	30,100	$20.00	2/16/2008	$0.215	$6,471.50
2/11/2008	Short Sell	Call	(30,100)	$17.50	3/22/2008	$2.448	$(73,684.80)
2/11/2008	Short Sell	Call	42,000	$20.00	2/16/2008	$0.215	$9,030.00
2/11/2008	Short Sell	Call	(42,000)	$17.50	3/22/2008	$2.442	$(102,564.00)
2/15/2008	Expired	Call	(10,000)	$15.00	2/16/2008
2/15/2008	Expired	Call	44,500	$20.50	2/16/2008
2/19/2008	Cover Short	Call	15,000	$17.50	3/22/2008	$0.800	$12,000.00
2/25/2008	Cover Short	Call	80,000	$20.00	3/22/2008	$0.173	$13,840.00
2/25/2008	Cover Short	Call	18,700	$17.50	3/22/2008	$0.631	$11,799.70
2/28/2008	Short Sell	Call	(30,000)	$17.50	3/22/2008	$0.350	$(10,500.00)
2/28/2008	Short Sell	Call	(50,000)	$15.00	3/22/2008	$1.200	$(60,000.00)
3/3/2008	Cover Short	Call	25,000	$17.50	3/22/2008	$0.250	$6,250.00

Page 32 of 37

Shares purchased and sold by Clinton Lexington Master Fund, L.P.

Date	Number of Shares	Price per Share	Cost(*)
2/14/2008	48,600	$17.463	$848,701.80
2/14/2008	22,300	$17.495	$390,138.50
2/15/2008	15,300	$17.305	$264,766.50
2/15/2008	25,500	$17.219	$439,084.50
2/28/2008	(50,000)	$15.860	$(793,000.00)
2/28/2008	(50,000)	$15.660	$(783,000.00)
2/28/2008	(50,000)	$15.620	$(781,000.00)
2/28/2008	(50,000)	$15.550	$(777,500.00)
2/29/2008	(50,000)	$15.590	$(779,500.00)

Options purchased and sold by Clinton Lexington Master Fund, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
1/29/2008	Short Sale	Call	(20,000)	$17.50	3/22/2008	$3.80	$(76,000.00)
1/29/2008	Short Sale	Call	(14,000)	$17.50	3/22/2008	$3.20	$(44,800.00)
1/29/2008	Short Sale	Call	(16,000)	$17.50	3/22/2008	$3.30	$(52,800.00)
1/29/2008	Short Sale	Call	(30,000)	$17.50	5/17/2008	$3.30	$(99,000.00)
1/29/2008	Cover Short	Put	17,100	$15.00	2/16/2008	$4.03	$68,964.30
1/30/2008	Short Sale	Call	(16,100)	$17.50	3/22/2008	$3.10	$(49,910.00)
1/30/2008	Short Sale	Call	(3,000)	$17.50	3/22/2008	$3.20	$(9,600.00)
1/30/2008	Short Sale	Call	(15,000)	$17.50	3/22/2008	$3.00	$(45,000.00)
1/30/2008	Cover Short	Put	5,400	$15.00	2/16/2008	$0.20	$1,080.00
1/31/2008	Short Sale	Call	(62,000)	$20.00	2/16/2008	$0.70	$(43,400.00)
2/1/2008	Cover Short	Put	34,600	$15.00	2/16/2008	$0.15	$5,190.00
2/4/2008	Short Sale	Call	(10,000)	$20.00	2/16/2008	$0.75	$(7,500.00)
2/14/2008	Sell	Call	(70,000)	$17.50	2/16/2008	$0.28	$(19,810.00)
2/15/2008	Expired	Call	72,000	$20.00	2/16/2008
2/15/2008	Expired	Call	(40,000)	$17.50	2/16/2008
2/19/2008	Cover Short	Call	30,000	$17.50	3/22/2008	$0.80	$24,000.00
2/25/2008	Short Sale	Call	(81,700)	$15.00	3/22/2008	$1.79	$(146,324.70)
2/26/2008	Short Sale	Call	(20,000)	$15.00	3/22/2008	$1.70	$(34,000.00)
2/27/2008	Short Sale	Call	(11,500)	$17.50	3/22/2008	$0.70	$(8,050.00)
2/29/2008	Cover Short	Call	30,000	$17.50	3/22/2008	$0.35	$10,500.00
3/3/2008	Cover Short	Call	25,000	$17.50	3/22/2008	$0.25	$6,250.00
3/3/2008	Cover Short	Call	15,000	$17.50	5/17/2008	$0.80	$12,000.00

___________

(*)    Excludes commissions and other execution-related costs

EX-99.4

Page 33 of 37

EXHIBIT 99.4

Barington Companies Equity Partners, L.P.	Clinton Multistrategy Master Fund, Ltd.
c/o Barington Capital Group, L.P.	c/o Clinton Group, Inc.
888 Seventh Avenue, 17th Floor	9 West 57th Street, 26th Floor
New York, New York 10019	New York, New York 10019

February 29, 2008

Via Facsimile and Overnight Delivery

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

Attn:  Corporate Secretary

Re:

Inspection of Books and Records

Dear Sir or Madam:

Barington Companies Equity Partners, L.P., a Delaware limited partnership (“Barington”), is the beneficial owner of 567,830 shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”), of Dillard’s, Inc., a Delaware corporation (the “Company”), 1,000 shares of which are held of record (the “Barington Shares”).  Clinton Multistrategy Master Fund, Ltd., a Cayman Islands company (“Clinton”), is the beneficial owner of 463,200 shares of Class A Common Stock of the Company, 100 shares of which are held of record (the “Clinton Shares”).

As the record owner of the Barington Shares and the Clinton Shares, respectively, Barington and Clinton each hereby demands, pursuant to Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware, during the usual hours for business, to inspect the following books and records of the Company and to make copies or extracts therefrom:

1.

Stockholder Lists

(a)

A complete list of the Company’s stockholders of record, certified by its transfer agent(s) and/or registrar(s), showing the name, address and number of shares registered in the name of each such stockholder.

(b)

A magnetic computer tape list of the holders of the Class A Common Stock, showing the name, address and number of shares registered in the name of each such holder, such computer processing data as is necessary for Barington, Clinton and their agents to make use of such magnetic computer tape, and a hard copy printout of such magnetic computer tape for verification purposes.

(c)

All daily transfer sheets now or hereafter in the Company’s or its transfer agent’s possession or control, or which can reasonably be obtained from brokers, dealers,

Page 34 of 37

banks, clearing agencies, voting trustees or their nominees, showing the changes in the list of stockholders of the Company referred to in item 1(a) above from the date hereof (or another recently practicable date) through the Record Date (as defined below).

(d)

All information and listings now or hereinafter in the Company’s or its transfer agent’s possession or control, or which can reasonably be obtained from nominees of any central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies, voting trusts and their nominees or other nominees, concerning the number, identity of, and shares held by the actual beneficial owners of the Class A Common Stock, including, without limitation, banks, brokers, dealers and other financial institutions who own Class A Common Stock for their own or their customers’ account, any holdings in the respective names of Cede & Co. and other similar depositories or nominees as well as any material request list provided by Broadridge Financial Services, Inc., any omnibus proxies issued by such entities and all DTC Participant listings, and all such listings or other information which is in elec tronic form shall be provided to the undersigned or its agents as soon as it is made available to the Company or its agents, and further, if the Company or its agents are authorized to have online access to the depository trust company security position listings, then MacKenzie Partners, Inc., as Barington’s and Clinton’s agent, shall be given equivalent access.

(e)

All information now or hereinafter in the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their nominees, relating to the names of the non-objecting beneficial owners of the Class A Common Stock (commonly referred to as a “NOBO” list) whose shares are held by brokers, dealers, banks, clearing agencies, voting trustees or their nominees in the format of a magnetic computer tape or cartridge file of such owners showing the name, address and number of shares registered in the name of each such owner in descending balance order, such computer processing data as is necessary for Barington, Clinton and their agents to make use of such magnetic computer tape or cartridge, and a hard copy printout of such magnetic computer tape or cartridge for verification purposes (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 and/or Rule 14b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from Broadridge Financial Services, Inc., or otherwise).

(f)

All “respondent bank” lists and omnibus proxies for such lists, pursuant to Rule 14b-2 of the Exchange Act.

(g)

A list of stockholders of the Company who are participants in any Company employee stock ownership, stock purchase, stock option, retirement, 401(k), restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of Class A Common Stock under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing (i) the name and address of each such participant, (ii) the number of shares of Class A Common Stock attributable to each such participant in any such plan, and (iii) the method by which Barington and Clinton or their agents may communicate with each such participant.

Page 35 of 37

2.

Organizational Documents

A complete and correct copy of the bylaws and certificate of incorporation of the Company, as in effect now and as amended from time to time.

Each item is requested to be complete and correct as of the date hereof (or another recently practicable date).  In addition, Barington and Clinton each hereby demands that modifications, additions and deletions to any and all information referred to in items 1 and 2 above be furnished to Barington and Clinton as soon as such modifications, additions and deletions become available to the Company or its agents or representatives.  This letter shall also serve as Barington’s and Clinton’s demand to inspect and copy each item set forth above reflecting data as of the record date for the Company’s next annual meeting of stockholders (as the same may be amended by the Company’s Board of Directors, by applicable law or otherwise, the “Record Date”).

Barington and Clinton will bear the reasonable costs incurred by the Company, including those of its transfer agent(s) or registrar(s), in connection with the production of the information demanded.

The purpose of this demand is to enable Barington and Clinton to communicate with the Company’s stockholders regarding matters relating to their interests as stockholders, including, without limitation, in connection with the election of directors at the Company’s next annual meeting of stockholders and any other matters that may properly come before such meeting in the event that Barington and Clinton elect to solicit proxies to elect directors at such meeting.

       [Remainder of page intentionally left blank]

Page 36 of 37

Barington and Clinton each hereby designates and authorizes Kramer Levin Naftalis & Frankel LLP, Schulte Roth & Zabel LLP and MacKenzie Partners, Inc. and their partners, employees, agents and any other persons to be designated by them, acting singly or in any combination, to act as its agents and conduct the inspection and copying herein requested on our behalf.  Please advise Dan Burch (telephone 212-929-5748) of MacKenzie Partners, Inc. as to when and where the items demanded above will be available.  It is requested that the information identified above be made available as soon as it is available to the Company and, in any event, no later than March 7, 2008.

Very truly yours,

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By: Barington Companies Investors, LLC, its General Partner  

By:  /s/ James A. Mitarotonda

James A. Mitarotonda
Managing Member

CLINTON MULTISTRATEGY MASTER FUND, LTD.

By:  Clinton Group, Inc., its Investment Advisor

By:  /s/ Michael. A. Popson

Michael. A. Popson
Managing Director

Page 37 of 37

cc:  

Dillard’s, Inc.

c/o The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

Attention: Corporate Secretary

William T. Dillard, II

Chairman of the Board and Chief

Executive Officer

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

Peter G. Smith, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Daniel Burch

MacKenzie Partners, Inc.

105 Madison Avenue

New York, NY 10016

[Affidavits intentionally omitted]