Form 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended May 29, 1999

                                  OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


Commission File Number    1-6807


                       FAMILY DOLLAR STORES, INC.
        (Exact name of registrant as specified in its charter)


              DELAWARE                               56-0942963
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)              Identification No.)


P. O. Box 1017, 10401 Old Monroe Road
Charlotte, North Carolina                            28201-1017
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code     704-847-6961


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes  X  No


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

              Class                    Outstanding at June 30, 1999
   Common Stock, $.10 par value                  172,729,066  shares


<PAGE>


            FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES


                                INDEX

                                                         Page No.

Part I - Financial Information

  Item 1 - Consolidated Condensed Financial Statements:

          Consolidated Condensed Balance Sheets -
            May 29, 1999 and August 29, 1998                    2

          Consolidated Condensed Statements of Income -
            Quarter Ended May 29, 1999 and May 31, 1998         3

          Consolidated Condensed Statements of Income -
            Three Quarters Ended May 29, 1999
            and May 31, 1998                                    4


          Consolidated Condensed Statements of Cash Flows -
            Three Quarters Ended May 29, 1999
            and May 31, 1998                                    5

          Notes to Consolidated Condensed Financial
            Statements                                        6-8

  Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                   9-13

Part II - Other Information and Signatures

  Item 6 - Exhibits and Reports on Form 8-K                    14

  Signatures                                                   14


<PAGE>
<TABLE>

               FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                               (Unaudited)
<CAPTION>
                                             May 29,         August 29,
                                              1999             1998

                                  Assets
<S>                                       <C>               <C>
Current assets:
  Cash and cash equivalents (Note 2)      $  120,530,892    $134,220,673
  Merchandise inventories                    520,669,477     465,556,559
  Deferred income taxes                       43,050,920      40,695,920
  Prepayments and other current assets         7,881,041       6,156,514
    Total current assets                     692,132,330     646,629,666

Property and equipment, net                  348,578,932     291,759,866

Other assets                                   5,870,311       3,790,538

                                          $1,046,581,573    $942,180,070


<PAGE>
<CAPTION>

                  Liabilities and Shareholders' Equity

<S>                                       <C>               <C>
Current liabilities:
  Accounts payable and accrued
    liabilities                           $  332,179,088    $331,586,182
  Income taxes payable                        19,026,222      11,689,065
    Total current liabilities                351,205,310     343,275,247

Deferred income taxes                         23,659,116      20,754,116

Shareholders' equity (Notes 4 and 5):
  Preferred stock, $1 par; authorized
    and unissued 500,000 shares
  Common stock, $.10 par;
    authorized 300,000,000 shares;
    issued 183,070,620 shares at
    May 29, 1999 and 182,562,368 shares
    at August 29, 1998                        18,307 062      18,256,237
  Capital in excess of par                    22,271,311      16,785,409
  Retained earnings                          642,488,042     554,458,329
                                             683,066,415     589,499,975
  Less common stock held in treasury,
    at cost 10,358,466 shares at
    May 29, 1999 and
    August 29, 1998 (Note 5)                  11,349,268      11,349,268

      Total shareholders' equity             671,717,147     578,150,707

                                          $1,046,581,573    $942,180,070

See notes to consolidated condensed financial statements.

</TABLE>


<PAGE>
<TABLE>

              FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                               (Unaudited)
<CAPTION>
                                                  Quarter Ended
                                              May 29,         May 31,
                                               1999            1998
<S>                                        <C>             <C>
Net sales                                  $678,857,739    $585,807,252

Costs and expenses:
  Cost of sales                             440,632,092     385,691,171
  Selling, general and
    administrative expenses                 172,458,261     149,972,791
                                            613,090,353     535,663,962
Income before provision
  for taxes on income                        65,767,386      50,143,290

Provision for taxes on income                24,000,000      18,800,000

Net income                                 $ 41,767,386    $ 31,343,290

Net income per common share - Basic
   (Note 5)                                     $ 0.24          $ 0.18

Average shares - Basic (Note 5)             172,651,802     172,167,573

Net income per common share - Diluted
    (Note 5)                                    $ 0.24          $ 0.18

Average shares - Diluted (Note 5)           174,041,232     173,453,740

Dividends per common share                      $ 0.05       $ 0.04-1/2



See notes to consolidated condensed financial statements.

</TABLE>


<PAGE>
<TABLE>

             FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                             (Unaudited)
<CAPTION>
                                             Three Quarters Ended
                                            May 29,          May 31,
                                             1999             1998

<S>                                     <C>              <C>
Net sales                               $2,059,090,433   $1,764,431,725

Costs and expenses
  Cost of sales                          1,362,652,594    1,178,809,392
  Selling, general and
    administrative expenses                516,328,967      451,775,511
                                         1,878,981,561    1,630,584,903
Income before provision for
   taxes on income                         180,108,872      133,846,822

Provision for taxes on income               67,060,000       50,580,000

Net income                                $113,048,872     $ 83,266,822

Net income per common share - Basic
   (Note 5)                                    $0.65            $0.48

Average shares - Basic (Note 5)           172,437 432       171,947,548

Net income per common share - Diluted
   (Note 5)                                     $0.65            $0.48

Average shares - Diluted (Note 5)          173,759,059      173,148,589

Dividends per common share                   $0.14-1/2           $0.13



See notes to consolidated condensed financial statements.

</TABLE>


<PAGE>
<TABLE>


               FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
                                                 Three Quarters Ended
                                                 May 29,        May 31,
                                                  1999           1998
<S>                                          <C>             <C>
Cash flows from operating activities:
  Net income                                 $113,048,872    $83,266,822
  Adjustments to reconcile net income to
    net cash provided by operating
    activities:
    Depreciation and amortization              32,083,854     25,189,032
    Deferred income taxes                         550,000     (4,813,000)
    (Gain) Loss on disposition of property
      and equipment                              (754,106)        25,634
    Changes in operating assets and liabilities:
      Inventories                             (55,112,918)    18,940,828
      Prepayments and other current assets     (1,724,527)       628,380
      Other assets                             (2,079,773)     1,944,883
      Accounts payable and accrued
        liabilities                              (293,150)    62,371,176
      Income taxes payable                      7,337,157      5,676,457
                                               93,055,409    193,230,212
Cash flows from investing activities:
    Capital expenditures                      (89,921,281)   (79,170,359)
    Proceeds from dispositions of
      property and equipment                    1,772,467      1,232,806
                                              (88,148,814)   (77,937,553)
Cash flows from financing activities:
    Exercise of employee stock options          5,536,727      4,327,082
    Payment of dividends                      (24,133,103)   (21,486,954)
                                              (18,596,376)   (17,159,872)
Net change in cash and cash equivalents       (13,689,781)    98,132,787

Cash and cash equivalents at beginning
  of period                                   134,220,673     42,468,300

Cash and cash equivalents at end of period   $120,530,892   $140,601,087

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                 $    -          $    12,564
    Income taxes                               56,283,664     48,364,022

See notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

           FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.  In the opinion of the Company, the accompanying unaudited
    consolidated condensed financial statements contain all
    adjustments (consisting of only normal recurring accruals)
    necessary to present fairly the financial position as of
    May 29, 1999, and the results of operations for the quarter
    and the three quarters ended May 29, 1999, and May 31, 1998,
    and the cash flows for the three quarters ended May 29, 1999,
    and May 31, 1998.

        The results of operations for the three quarters ended
    May 29, 1999, are not necessarily indicative of the results
    to be expected for the full year.

2.  The Company considers all highly liquid investments with an
    original maturity of three months or less to be "cash
    equivalents."

3.      The Company has two unsecured bank lines of credit for
        short-term revolving borrowings of up to $50,000,000 each,
    or $100,000,000 of total borrowing capacity.  The lines of
    credit expire on March 31, 2001 and March 26, 2000,
    respectively.  Borrowings under these lines of credit are at
    a variable interest rate based on short-term market interest
    rates.  The Company may convert up to $50,000,000 of the line
    of credit expiring March 31, 2001 into either a five or seven
    year term loan at the bank's variable prime rate.

4.  The Company's non-qualified stock option plan provides for
    the granting of options to key employees to purchase shares
    of common stock at prices not less than the fair market value
    on the date of grant.  Options expire five years from the
    date of grant and are exercisable to the extent of 40% after
    the second anniversary of the grant and an additional 30% at
    each of the following two anniversary dates on a cumulative
    basis.


<PAGE>

       The following is a summary of transactions under the plan during the
       three quarters ended May 29, 1999, and May 31, 1998.


<TABLE>
<CAPTION>
                                   Three Quarters Ended
                            May 29, 1999                     May 31, 1998
                      Number of                     Number of
                      shares         Option price   shares        Option price
                      under option   per share      under option  per share
<S>                     <C>           <C>            <C>          <C>
Outstanding-beginning   3,739,335     $ 3.50-$20.75  3,142,008    $ 3.50-$10.88
   Granted                774,550     $12.75-$24.75  1,133,800    $10.88-$18.50
   Exercised             (505,679)    $ 3.50-$ 8.17   (476,596)   $ 3.50-$ 7.09
   Cancelled             (125,325)                     (90,160)
Outstanding-ending      3,882,881     $ 3.83-$24.75  3,709,052    $ 3.50-$18.50

Exercisable options       965,098     $ 3.83-$ 8.50    638,656    $ 3.50-$ 6.25

</TABLE>


5.  The Company adopted Statement of Financial Accounting Standards No. 128,
    "Earnings per Share" (SFAS 128) during the quarter ended February 28,
    1998.  All prior period net income per common share amounts have been
    restated.  Basic net income per common share is computed by dividing net
    income by the weighted average number of shares outstanding during each
    period.  Diluted net income per common share gives effect to all
    securities representing potential common shares that were dilutive and
    outstanding during the period.  In the calculation of diluted net income
    per common share, the denominator includes the number of additional
    common shares that would have been outstanding if the Company's
    outstanding stock options had been exercised.

    The following table sets forth the computation of basic and diluted net
    income per common share:


<PAGE>
<TABLE>
<CAPTION>
                                                        Quarter Ended
                                                 May 29,             May 31,
                                                  1999                1998
<S>                                          <C>                   <C>
Basic Net Income Per Share:

Net Income                                   $41,767,386           $31,343,290
Weighted Average Number of Shares
   Outstanding                               172,651,802           172,167,573

Net Income Per Common Share - Basic                 $.24                 $ .18

Diluted Net Income Per Share:

Net Income                                   $41,767,386           $31,343,290

Weighted Average Number of Shares
   Outstanding                               172,651,802           172,167,573

Effect of Dilutive Securities -
   Stock Options                               1,389,430             1,286,167
Average Shares - Diluted                     174,041,232           173,453,740

Net Income Per Common Share - Diluted              $ .24                 $ .18

                                                    Three Quarters Ended
                                                 May 29,             May 31,
                                                  1999                1998
Basic Net Income Per Share:

Net Income                                  $113,048,872           $83,266,822

Weighted Average Number of Shares
   Outstanding                               172,437,432           171,947,548

Net Income Per Common Share - Basic                $ .65                 $ .48

Diluted Net Income Per Share:

Net Income                                  $113,048,872           $83,266,822
Weighted Average Number of Shares
   Outstanding                               172,437,432           171,947,548

Effect of Dilutive Securities -
    Stock Options                              1,321,627             1,201,041
Average Shares - Diluted                     173,759,059           173,148,589

Net Income Per Common Share - Diluted              $ .65                 $ .48

</TABLE>




<PAGE>

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                       FINANCIAL CONDITION

     At May 29, 1999, the Company had working capital of $340.9
million with cash and cash equivalents of approximately $120.5
million and no outstanding borrowings.  Operating activities
generated cash of approximately $93.1 million during the first
three quarters of fiscal 1999 versus approximately $193.2 million
during the first three quarters of fiscal 1998.  The timing of
payments for merchandise purchases contributed approximately
$62.4 million of the increase in fiscal 1998, whereas operating
cash was used in fiscal 1999 to increase merchandise inventory by
approximately $55.1 million primarily as a result of new stores,
additional inventory in existing stores and a new distribution
center.

     Capital expenditures for the three quarters ended May 29,
1999, were approximately $89.9 million, and are currently
expected to be approximately $125 million for fiscal 1999.  The
majority of capital expenditures for fiscal 1999 is related to
the Company's new store expansion, existing store expansion,
relocation and renovation and to the construction and equipping
of a new full-service distribution center in Duncan, Oklahoma,
scheduled for substantial completion in the summer of 1999.  The
new store expansion and the additional distribution center will
require additional investment in merchandise inventories.  In
fiscal 1999, the Company expects to open approximately 360
stores and close approximately 60 stores for a net addition of
approximately 300 stores, compared with the opening of 315 stores
and closing of 65 stores for a net addition of 250 stores in
fiscal 1998.  The Company also currently plans to expand or
relocate approximately 100 stores and renovate approximately 350
stores in fiscal 1999, compared with the expansion or relocation
of 90 stores and renovation of 170 stores in fiscal 1998.  In the
first three quarters of fiscal 1999, the Company opened 265
stores, closed 38 stores, expanded or relocated 67 stores and
renovated 257 stores.  The Company occupies most of its stores
under operating leases.  Store opening, closing, expansion,
relocation, and renovation plans, as well as overall capital
expenditure plans, are continuously reviewed and are subject
to change.


<PAGE>

                     RESULTS OF OPERATIONS

NET SALES

     Net sales increased 15.9% in the quarter ended May 29, 1999,
as compared with the quarter ended May 31, 1998, and increased
16.7% in the three quarters ended May 29, 1999, as compared with
the three quarters ended May 31, 1998.  The increases were
attributable to increased  sales in existing stores and sales
from new stores opened as part of the Company's store expansion
program.  Total sales in the third quarter were adversely
affected by the fact that there was one less day in the third
quarter this year than last year as a result of the previously
announced change in the Company's fiscal reporting calendar to a
more commonly used "retail" calendar.  This change adversely
affected sales in the first quarter and had a positive impact on
sales in the second quarter and will have a positive impact on
sales in the fourth quarter.  Sales in existing stores increased
8.2% in the quarter ended May 29, 1999, as compared with the
same period ended May 31, 1998, with the sales of hardlines
merchandise increasing approximately 10.4% and the sales of
softlines merchandise increasing approximately 3.7%.  Sales in
existing stores increased 8.4% in the three quarters ended
May 29, 1999, as compared to the three quarters ended
May 31, 1998, with sales of hardlines merchandise increasing
approximately 12.0% and sales of softlines merchandise increasing
approximately 1.0%.  Hardlines as a percentage of total sales
increased to approximately 67% in the third quarter of fiscal
1999 compared to approximately 66% in the third quarter of fiscal
1998, and increased to approximately 70% in the first three
quarters of fiscal 1999 compared to approximately 67% in the
first three quarters of fiscal 1998.  The Company has broadened
its assortment of hardlines merchandise and dedicated more
selling space in its stores to hardlines over the past two fiscal
years.  The Company has correspondingly reduced its assortment
and selling space for softlines merchandise during this period.
The shift in the merchandise mix to hardlines is expected to
continue.  Hardlines merchandise includes primarily household
chemical and paper products, health and beauty aids, candy, snack
and other food, electronics, housewares and giftware, toys,
hardware and automotive supplies.  Softlines merchandise includes
men's, women's, boy's, girl's and infant's clothing, shoes, and
domestic items such as blankets, sheets and towels.  The sales
increases were achieved despite the elimination of advertising
circulars in each of the first three quarters, as customers
continued to respond favorably to the Company's everyday low
price strategy.  The Company currently expects to eliminate an
additional circular in the fourth quarter of fiscal 1999.



<PAGE>

     The average number of stores open during the first three
quarters of fiscal 1999 was 8.9% more than during the first three
quarters of fiscal 1998.  The Company had 3,244 stores in
operation at May 29, 1999, as compared with 2,967 stores in
operation at May 31, 1998, representing an increase of
approximately 9.3%.


COST OF SALES

     Cost of sales increased 14.2% in the quarter ended May 29,
1999, as compared with the quarter ended May 31, 1998, and
increased 15.6% in the three quarters ended May 29, 1999, as
compared to the three quarters ended May 31, 1998.  These
increases primarily reflected the additional sales volume between
years.  Cost of sales, as a percentage of net sales, was 64.9% in
the quarter ended May 29, 1999, compared to 65.8% in the quarter
ended May 31, 1998, and was 66.2% in the three quarters ended
May 29, 1999, compared with 66.8% in the three quarters ended
May 31, 1998.  The decreases in the cost of sales percentage for
the quarter and the first three quarters of fiscal 1999 were due
primarily to decreases in both clearance and advertising
markdowns.  The Company also realized increased sales of higher
margin softlines merchandise during the third quarter.  The cost
of sales percentages also are affected by improvements in the
effectiveness of merchandise purchasing programs and by changes
in merchandise shrinkage losses and freight costs.


<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased 15.0%
in the quarter ended May 29, 1999, as compared with the quarter
ended May 31, 1998, and increased 14.3% in the three quarters
ended May 29, 1999, as compared with the three quarters ended
May 31, 1998.  The increases in these expenses were due primarily
to additional costs arising from the  continued growth in the
number of stores, costs associated with added distribution
capacity, and increased technology costs.  Selling, general and
administrative expenses, as a percentage of net sales, were 25.4%
in the quarter ended May 29, 1999, as compared with 25.6% in the
quarter ended May 31, 1998, and were 25.1% in the three quarters
ended May 29, 1999, as compared with 25.6% in the three quarters
ended May 31, 1998.  The decreases in the percentages for the
quarter and the first three quarters ended May 29,1999 reflects
the leveraging of fixed costs such as rent, a reduction of
advertising costs, and continued improved store labor
performance.


PROVISION FOR TAXES ON INCOME

     The effective tax rate was 36.5% for the quarter ended
May 29, 1999, as compared to 37.5% for the quarter ended May 31,
1998, and was 37.2%  for three quarters ended May 29, 1999, as
compared to 37.8% for the three quarters ended May 31, 1998.  The
decreases in the effective tax rate for the quarter and the first
three quarters ended May 29, 1999 resulted primarily from changes
in effective state income tax rates.


Year 2000

     The Company continues to address a situation believed to
affect virtually all companies and organizations that is commonly
referred to as Year 2000 issues.  Year 2000 issues relate to the
inability of certain computer software programs to properly
recognize and process date-sensitive information relative to the
Year 2000 and beyond.


<PAGE>

    The Company has completed the assessment phase of its Year
2000 compliance program, during which the Company evaluated its
exposure to Year 2000 risks in its information technology (IT)
systems, as well as potential risks in other non-IT systems with
embedded technology and risks from the non-compliance of third
parties with which the Company has significant dealings.  The
Company has also substantially completed planned remediation and
testing of its software applications and critical non-IT systems
with embedded technology for Year 2000 compliance.  In addition,
the Company implemented new financial and human resource software
as part of its strategic IT plan.  The implementation of this
software was completed in January 1999, and was not accelerated
due to Year 2000 issues.  The Company estimates that it will
expend approximately $1 million for Year 2000 assessment and
remediation, the majority of which was incurred in and prior to
fiscal 1998.  The Company's Year 2000 compliance program has
not resulted in the deferral of other significant planned
IT projects.

     The Company presently believes that with the remediation of
existing software and implementation of new software, the Year
2000 issue will not pose significant internal operational
problems.  However, there can be no assurances that this will be
the case, and there are also risks to the Company's operations
from Year 2000 failures by third parties, such as merchandise
vendors, utility companies or government agencies.

    The Company has initiated a formal communication program with
significant vendors to evaluate their Year 2000 compliance, and
is assessing their responses to the Company's Year 2000 readiness
questionnaire.  The majority of merchandise vendors have
responded to the effect that their ability to supply the Company
will not be affected by Year 2000 issues.  If a significant
vendor becomes unable to deliver merchandise or services, the
Company believes that substitute merchandise for many of the
goods the Company sells and substitutes for many of the services
it receives can be obtained from other vendors.  No single
merchandise supplier accounts for more than 1.5% of the Company's
merchandise purchases, and the Company does not currently foresee
any significant impairment in its ability to procure merchandise
due to operational failures of vendors.  However, the Company
cannot assure timely compliance of vendors and may be adversely
affected by failures of significant vendors to supply merchandise
or services due to Year 2000 compliance failures.


<PAGE>

    Transportation of merchandise and utility service are two
particular concerns.  Approximately 39% of the Company's
merchandise is imported.  The Company has made and will continue
to make certain minor adjustments to historic import merchandise
flow and, where practical, has identified domestic alternatives
to imported goods.  Notwithstanding these contingency plans, any
significant disruptions in the global transportation industry,
including a delay in the processing of merchandise through
Customs, could cause a material adverse impact on the Company's
operations.  Also, any widespread interruptions of utility
service could have material adverse consequences.  The Company
continues to evaluate Year 2000 related risks and to develop
contingency plans.  These activities are expected to continue
into the Year 2000.

     Due to the uncertainty of the effect of Year 2000 concerns
and failures on the Company's customers, the Company is unable to
assess the effect these concerns and failures will have on
consumer spending patterns and the related impact on the Company
and its vendors.


FORWARD-LOOKING STATEMENTS

     Certain statements contained herein and elsewhere in this
Form 10-Q which are not historical facts are forward-looking
statements made  pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.  These
forward-looking statements address activities or events which the
Company expects will or may occur in the future, such as future
capital expenditures, store openings, closings, renovations,
expansions and relocations, additional distribution facilities,
and other aspects of the Company's future business and
operations.  The Company cautions that a number of important
factors could cause actual results to differ materially from
those expressed in any forward-looking statements, whether
written or oral, made by or on behalf of the Company.  Such
factors include, but are not limited to, competitive factors and
pricing pressures, general economic conditions, changes in
consumer demand, inflation, merchandise supply constraints,
general transportation delays or interruptions, changes in
currency exchange rates, tariffs, quotas and freight rates,
availability of real estate, the impact of the Year 2000 on
information systems and the Company's operations, costs and
delays associated with building, opening and operating new
distribution facilities, and the effects of legislation on wage
levels and entitlement programs.  Consequently, all of the
forward-looking statements made are qualified by these and other
factors, risks and uncertainties.


<PAGE>

                          PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

       (a)  Exhibits filed herewith:

            10 Family Dollar Stores, Inc. 1999 Director Compensation Plan

                 11 Statements Re: Computations of Per Share Earnings

              27 Financial Data Schedule

       (b)  Reports on Form 8-K - None




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       FAMILY DOLLAR STORES, INC.
                                               (Registrant)


Date:  July 9, 1999                R. JAMES KELLY
                                   R. JAMES KELLY
                                   Vice Chairman


Date:  July 9, 1999                C. MARTIN SOWERS
                                   C. MARTIN SOWERS
                                   Senior Vice President-Finance