**Exhibit 31.2**

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**CERTIFICATION OF PRINCIPAL FINANCIALOFFICER**

**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

**I, R. James Kelly, ViceChairman and Chief Financial Officer of Family Dollar Stores, Inc., certifythat:**

 

**1.       I have reviewed this quarterly report onForm 10-Q of Family Dollar Stores, Inc.;**

 

**2.       Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;**

 

**3.       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;**

 

**4.       The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:**

 

**a)       Designed such disclosure controls andprocedures or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;**

 

**b)       Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and**

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**c)       Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or itreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and**

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**5.       The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):**

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**(a)     All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and**

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**(b)     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.**

 

 
| **Date:    April 8, 2004** |                                          |
|--------------------------------------|-----------------------------------------------|
|                                 |                                          |
|                                 |                                          |
| **/s/**                              | **R. James Kelly**                            |   |
|                                 | **R. James Kelly**                            |   |
|                                 | **Vice Chairman and Chief Financial Officer** |   |
|                                 | **(Principal Financial Officer)**             |   |

 

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