EXHIBIT 10(ii)
                        FAMILY DOLLAR 2000
                      OUTSIDE DIRECTORS PLAN

                            SECTION 1

                             GENERAL


     1.1  PURPOSE.  The Family Dollar 2000 Outside Directors
Plan (the "Plan") has been established by Family Dollar Stores,
Inc. (the "Company") to promote the interests of the Company and
its shareholders by enhancing the Company's ability to attract
and retain the services of experienced and knowledgeable
directors and by encouraging such directors to acquire an
increased proprietary interest in the Company.

     1.2  OPERATION AND ADMINISTRATION.  The operation and
administration of the Plan shall be subject to the provisions of
Section 3.  Capitalized terms in the Plan shall be defined as
set forth in Section 5 or elsewhere in the Plan.

                            SECTION 2

                             AWARDS

     2.1  GENERAL.

     (a)  For each Plan Year, each Director who is an Eligible
          Director on the first day of that Plan Year shall be
          granted a "Retainer Award" for the year, which shall
          be in the form of shares of Stock having a Fair Market
          Value of $7,500.  Except as otherwise provided in this
          subsection 2.1, the Retainer Award for any Plan Year
          shall be made as of the first business day of that
          Plan Year (the "Award Date" for that Retainer Award),
          and the Fair Market Value of the Stock so awarded
          shall be determined as of that date.

     (b)  If a Director becomes an Eligible Director during a
          Plan Year, on a date other than the first day of the
          Plan Year, he or she shall be granted a Retainer Award
          for the year, which shall be in the form of shares of
          Stock having a Fair Market Value equal to $7,500,
          subject to a pro-rata reduction to reflect the portion
          of the Plan Year prior to the date on which he or she
          becomes an Eligible Director.  A Director's Retainer
          Award under this paragraph (b) shall be made on the
          first business day on which he or she is an Eligible
          Director (the "Award Date" for that Retainer Award),
          and the Fair Market Value of the Stock so awarded
          shall be determined as of that date.

     2.2  FRACTIONAL SHARES.  If the Retainer Award that would
otherwise be made to a Participant as of any Award Date under
paragraph 2.1 is not a whole number, then the number of shares
otherwise awardable shall be increased to the next highest
whole number.


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                           SECTION 3

                  OPERATION AND ADMINISTRATION


     3.1  EFFECTIVE DATE.  The Plan shall be effective as of the
Effective Date and shall be unlimited in duration; provided,
however, that no new Awards shall be made under the Plan after
the fifteenth anniversary of the Effective Date.

     3.2  SHARES SUBJECT TO PLAN.  The shares of Stock with
respect to which Awards may be made under the Plan shall be
shares currently authorized but not outstanding shares which are
held in the treasury stock account of the Company.  The number
of shares of Stock available for Awards under the Plan during
any fiscal year of the Company shall equal:

(a)  0.2% of the adjusted average of the outstanding Stock, as
     that number is determined by the Company to calculate fully
     diluted earnings per share for the preceding fiscal year;

     REDUCED BY

(b)  any shares of Stock granted pursuant to Awards under the
     Plan.

     3.3  ADJUSTMENTS TO SHARES.

(a)  The existence of the Plan and the Awards granted hereunder
     shall not affect in any way the right or power of the
     Company or its shareholders to make or authorize any or all
     adjustments, recapitalizations, reorganizations or other
     changes in the Company's capital structure or its business,
     any merger or consolidation of the Company, any issue of
     bonds, debentures, preferred or prior preference stocks
     ahead of or affecting the Company's Stock or the rights
     thereof, the dissolution or liquidation of the Company, any
     sale or transfer of all or any part of its assets or
     business, or any other corporate act or proceeding, whether
     of a similar character of otherwise.

     3.4  LIMIT ON DISTRIBUTION.  Distribution of shares of
Stock or other amounts under the Plan shall be subject to the
following:

(a)  Notwithstanding any other provision of the Plan, the
     Company shall have no liability to issue any shares of
     Stock under the Plan or make any other distribution of
     benefits under the Plan unless such delivery or
     distribution would comply with all applicable laws and the
     applicable requirements of any securities exchange or
     similar entity.



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(b)  The Board shall add such conditions and limitations to any
     Award to any Participant who is subject to Section 16(a)
     and 16(b) of the Securities Exchange Act of 1934, as is
     necessary to comply with Section 16(a) or 16(b) and the
     rules and regulations thereunder or to obtain any exemption
     therefrom.

(c)  To the extent that the Plan provides for issuance of
     certificates to reflect the transfer of shares of Stock,
     the transfer of such shares may, at the direction of the
     Board, be effected on a non-certificated basis, to the
     extent not prohibited by the provisions of Rule 16b-3,
     applicable local law, the applicable rules of any stock
     exchange, or any other applicable rules.

     3.5  TAXES.  All Awards and other payments under the Plan
are subject to all applicable taxes.

     3.6  ADMINISTRATION.  The authority to control and manage
the operation and administration of the Plan shall be vested in
the Board.

     3.7  EVIDENCE.  Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent and reliable,
and signed, made or presented by the proper party or parties.

     3.8  ACTION BY COMPANY.  Any action required or permitted
to be taken by the Company shall be by resolution of the Board,
or by action of one or more members of the Board (including a
committee of the Board) who are duly authorized to act for the
Board, by a duly authorized officer of the Board, or (except to
the extent prohibited by the provisions of SEC Rule 16b-3,
applicable local law, the applicable rules of any stock
exchange, or any other applicable rules) by a duly authorized
officer of the Company.

                            SECTION 4

                    AMENDMENT AND TERMINATION

     The Board may, at any time, amend or terminate the Plan,
provided that, subject to subsection 3.3 (relating to certain
adjustments to shares), no amendment or termination may
adversely affect the rights of any Participant or beneficiary
under any Award made under the Plan prior to the date such
amendment is adopted by the Board.  Notwithstanding the
provisions of this Section 4, in no event shall the provisions
of the Plan relating to Awards under the Plan be amended more
than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employment Retirement Income
Security Act, or the rules thereunder; provided, however, that
the limitation set forth in this sentence shall be applied only
to the extent required under SEC Rule 16b-3(d) or any successor
provision thereof.



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                            SECTION 5

                          DEFINED TERMS

     For purposes of the Plan, the terms listed below shall be
defined as follows:

(a)  AWARD.  The term "Award" shall mean the Retainer Award
     granted to any person under the Plan.

(b)  BOARD.  The term "Board" shall mean the Board of Directors
     of the Company.

(c)  DIRECTOR.  The term "Director" means a member of the Board.

(d)  DOLLARS.  As used in the Plan, the term "dollars" or
     numbers preceded by the symbol "$" shall mean amounts in
     United States Dollars.

(e)  EFFECTIVE DATE.  The "Effective Date" means the date on
     which Directors begin their yearly term of office on the
     Board following their election at the Company's 2000 annual
     shareholders meeting.

(f)  ELIGIBLE DIRECTOR.  Each Director who is not an employee of
     the Company or any Related Company shall be an "Eligible
     Director".

(g)  FAIR MARKET VALUE.  The "Fair Market Value" of a share of
     Stock of the Company as of any date shall be the closing
     market composite price for such Stock as reported for the
     New York Stock Exchange - Composite Transactions on that
     date or, if Stock is not traded on that date, on the next
     preceding date on which Stock was traded.

(h)  PARTICIPANT.  A "Participant" is any person who has
     received an Award under the Plan.

(i)  PLAN YEAR.  The term "Plan Year" means the period
     (i)beginning on the date on which members of the Board
     begin their yearly term as Board members following the
     election of Directors at the Company's annual shareholders
     meeting and (ii)ending on the day immediately prior to the
     first day of the following Plan Year.  The first Plan Year
     shall begin on the Effective Date.

(j)  RELATED COMPANY.  The term "Related Company" means any
     company during any period in which it is a "subsidiary
     corporation" (as that term is defined in Code section
     424(f) with respect to the Company).

(k)  SEC.  "SEC" shall mean the Securities and Exchange
     Commission.

(l)  STOCK.  The term "Stock" shall mean shares of common stock
     of the Company.