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 Class A
(Title of Class of Securities)
254067101
(CUSIP Number)
December 31, 2008
(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. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald Smith & Co., Inc.
13-2807845
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
A Delaware Corporation
Number of 5. Sole Voting Power 3,949,950 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,550 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald Smith
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 15,900 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,500 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Richard Greenberg
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 30,000 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,550 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Kamal Shah
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 750 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,550 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Rolf Heitmeyer
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 750 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,550 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Jon Hartsel
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
United States of America
Number of 5. Sole Voting Power 5,000 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 6,972,550 shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
6,972,550 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 10.04%
12. Type of Reporting Person (See Instructions) IN
Item 1.
(a) Name of Issuer: Dillards Inc.
(b) Address of Issuer's Principal Executive Offices
1600 Cantrell Rd.
Little Rock, AR 72201
Item 2.
(a) Name of Person Filing: Donald Smith & Co.,Inc.
(b) Address of Principal Business Office:
152 West 57th Street
New York, NY 10019
(c) Citizenship: A Delaware Corporation
(d) Title of Class of Securities: Common Class A
(e) CUSIP Number: 254067101
Item 3. This statement is filed pursuant to Section 240.13d-1(b),
and the person filing is an investment advisor registered
in accordance with Section 240.13d-1(b)(1)(ii)(E); (Note:
See Item 8)
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: 6,972,550
(b) Percent of class: 10.04%
(c) Number of shares as to which the person has:
(i) SOLE POWER TO VOTE: 4,002,350
(ii) SHARED POWER TO VOTE: 0
(iii) SOLE POWER TO DISPOSE: 6,972,550
(iv) SHARED POWER TO DISPOSE: 0
Item 5. Ownership of Five Percent or Less is
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
1. Donald Smith & Co., Inc. does not serve as custodian of
the assets of any of its clients; accordingly, in each
instance only the client or the client?s custodian or
trustee bank has the right to receive dividends paid
with respect to, and proceeds from the sale of, such
securities.
The ultimate power to direct the receipt of dividends
paid with respect to, and the proceeds from the sale
of, such securities, is vested in the institutional
clients which Donald Smith & Co., Inc. serves as
investment advisor. Any and all discretionary
authority which has been delegated to Donald Smith &
Co., Inc. may be revoked in whole or in part at any
time.
To the knowledge of Donald Smith & Co., Inc., with
respect to all securities reported in this schedule
owned by advisory clients of Donald Smith & Co., Inc.,
not more than 5% of the class of such securities is
owned by any one client.
2. With respect to the remaining securities owned, various
persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Common Stock of Dillard?s
Inc. No one person?s interest in the Class A Common
Stock of Dillard?s Inc. is more than five percent of
the total outstanding Class A Common Stock.
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
SEE EXHIBIT A
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
(a)
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 are 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 that purpose or effect.
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.
February 12, 2009
Date
Donald G. Smith___________
Signature
President________________
Title
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) EXHIBIT A:
Donald Smith & Co., Inc. IA
Donald G. Smith IN
Richard L. Greenberg IN
Kamal Shah IN
Jon Hartsel IN
Rolf Heitmeyer IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 12, 2009,
agree and consent to the joint filing on their behalf of this
Schedule 13G in connection with their beneficial ownership
of the Class A Common Stock of Dillard?s Inc at December 31,
2008.
Donald Smith & Co., Inc.
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Donald Smith & Co., Inc.
Donald G. Smith
By /s/ Donald G. Smith
Donald G. Smith
Richard L. Greenberg
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Richard Greenberg
Kamal Shah
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Kamal Shah
Jon Hartsel
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Jon Hartsel
Rolf Heitmeyer
By /s/ Donald G. Smith
Donald G.Smith
President
Duly authorized by and on behalf of Rolf Heitmeyer