UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
"Washington, D.C. 20549"

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1  )

"DILLARDS, INC."
(Name of Issuer)

COMMON STOCK
(Class A Common Stock)

254067101
(CUSIP Number)

"  December 31, 2002"
(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)

- - - - - - - - - - - - -
(1)	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 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)."

(SC13G-07/98)



CUSIP No.  254067101                  13G


1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	"Flippin, Bruce & Porter, Inc."
	54-1310469


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


3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Commonwealth of Virginia


NUMBER OF			5.	SOLE VOTING POWER
SHARES				"3,292,243"
BENEFICIALLY			6.	SHARED VOTING POWER
OWNED BY				0
EACH			7.	SOLE DISPOSITIVE POWER
REPORTING				"3,649,793"
PERSON			8.	SHARED DISPOSITIVE POWER
WITH				"9,500"


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	"3,659,293"


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES*			[__]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.54%


12.	TYPE OF REPORTING PERSON*
	IA

			*SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 254067101                  13G

Item 1(a).			Name of Issuer:

			" DILLARDS, INC."

Item 1(b).			Address of Issuer's Prinicipal Executive Offices:

			1600 Cantrell Road
			"Little Rock, AR 72201"

Item 2(a).			Name of Person Filing:

			"Flippin, Bruce & Porter, Inc."

Item 2(b).			"Address of Prinicipal Business Office, "
			"or if None, Residence:"

			"800 Main Street, Suite 200"
			"Lynchburg, VA  24505"

Item 2(c).			Citizenship:

			Not applicable

Item 2(d).			Title of Class of Securities:

			Class A Common Stock

Item 2(e).			CUSIP Number:

			254067101

Item 3.		"If This Statement is Filed Pursuant to Rule 13d-1(b), "
		"or 13d-2(b) or (c), Check Whether the Person Filing is a:"
	(a)	[_]	Broker or dealer registered under Section 15
			of the Exchange Act.
	(b)	[_]	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	[_]	Insurance company as defined in Section 3(a)(19)
			of the Exchange Act.
	(d)	[_]	Investment company registered under Section 8
			of the Investment Company Act.
	(e)	[X]	An investment adviser in accordance with Rule
			13d-1(b)(1)(ii)(E);
	(f)	[_]	An employee benefit plan or endowment fund in
			accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	[_]	A parent holding company or control person in
			accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	[_]	A savings association as defined in Section 3(b)
			of the Federal Deposit Insurance Act;
	(i)	[_]	A church plan that is excluded from the definition
			of an investment company under Section 3(c)(14)
			of the Investment Company Act.
	(j)	[_]	"Group, in accordance with Rule 13d-1(b)(1)(ii)(J)."

	If this statement is filed pursuant to Rule 13d-1(c)
	check this box[_].



CUSIP No. 254067101                  13G

Item 4.		Ownership.
	Provide the following information regarding the aggregate number
	and percentage of the class of securities of the issuer identified
	in Item 1.

	(a)	"Amount beneficially owned:  3,659,293"

	(b)	Percent of class:   4.54%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:
				"3,292,243"

		(ii)	Shared power to vote or to direct the vote:
				0

		(iii)	Sole power to dispose or to direct the disposition of:
				"3,649,793"

		(iv)	Shared power to dispose or to direct the disposition of:
				"9,500"

Item 5.		Ownership of Five Percent of Less of a Class.
	If this statement is being filed to report the fact that as
	of the date hereof the reporting person has ceased to be the
	beneficial owner of more than five percent of the class of
	"securities, check the following [X]."

Item 6.		Ownership of More Than Five Percent on Behalf of
		Another Person.

	Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which
	Acquired the Security Being Reported on by the 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. Certifications.

	"By signing below I certify that, to the best of my knowledge and"
	"belief, the securities referred to above were acquired and are "
	held in the ordinary course of business and were not acquired
	and not held for the purpose of or with the effect of changing
	or influencing the control of the issuer of the securities and
	were not acquired and are not held in connection with or as a
	participant in any transaction having such purpose or effect.



CUSIP No. 254067101                  13G


SIGNATURE

After reasonable inquiry and to the best of my knowledge and
"belief, I certify that the information set forth in this "
"statement is true, complete and correct. "

				Enter Filing Date here
				(Date)




				"FLIPPIN, BRUCE & PORTER, INC."
				John M. Flippin
				(Signature)

				President
				(Name/Title)

Note. Schedules filed in paper format shall include a signed
"original and five copies of the schedule, including all exhibits.  "
See Rule 13d-7(b) for other parties for whom copies are to be
sent.

Attention.  Intentional misstatements or ommissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).