**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

**I, R.James Kelly, Vice Chairman and Chief Financial Officer of Family Dollar Stores,Inc., certify that:**

 

**1.             I have reviewed this quarterlyreport on Form 10-Q of Family Dollar Stores, Inc.;**

 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.             Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)             Designedsuch disclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)            Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

**c)             Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or it reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and**

 

**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):**

 

**(a)           All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and**

 

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

 

 

Date:  July 2, 2004

 

 
| /s/    | R. James Kelly                            |   |
|--------|-------------------------------------------|--------|
|   | R. James Kelly                            |
|   | Vice Chairman and Chief Financial Officer |
|   | (Principal Financial Officer)             |

 

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