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 February 27, 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 March 31, 1999
   Common Stock, $.10 par value               172,628,016 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 -
            February 27, 1999 and August 29, 1998               2

          Consolidated Condensed Statements of Income -
            Quarter Ended February 27, 1999 and       
            February 28, 1998                                   3

          Consolidated Condensed Statements of Income -
            First Half Ended February 27, 1999 and
            February 28, 1998                                   4

          Consolidated Condensed Statements of Cash Flows -
            First Half Ended February 27, 1999 and
            February 28, 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 4 - Submission of Matters to a Vote of               14
              Security Holders

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

     Signatures                                                15



<PAGE>
<TABLE>

                FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (Unaudited)
<CAPTION>
                                           February 27,      August 29,
                                              1999             1998    
                                   Assets
<S>                                        <C>             <C>
Current assets:
  Cash and cash equivalents (Note 2)       $101,905,647    $134,220,673
  Merchandise inventories                   532,175,321     465,556,559
  Deferred income taxes                      42,280,920      40,695,920
  Prepayments and other current assets        6,207,376       6,156,514
    Total current assets                    682,569,264     646,629,666

Property and equipment, net                 326,928,618     291,759,866

Other assets                                  2,245,930       3,790,538

                                         $1,011,743,812    $942,180,070


<PAGE>
<CAPTION>

                    Liabilities and Shareholders' Equity

<S>                                        <C>             <C>
Current liabilities:
  Accounts payable and accrued
    liabilities                            $334,007,698    $331,586,182
  Income taxes payable                       18,139,219      11,689,065
    Total current liabilities               352,146,917     343,275,247

Deferred income taxes                        22,704,116      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 182,903,080 shares at
    February 27, 1999 and 182,562,368
    shares at August 29, 1998                18,290,308      18,256,237
  Capital in excess of par                   20,595,582      16,785,409 
  Retained earnings                         609,356,157     554,458,329
                                            648,242,047     589,499,975
  Less common stock held in treasury,
    at cost (10,358,466 shares at
    February 27, 1999 and August 29, 1998)
    (Note 5)                                 11,349,268      11,349,268

      Total shareholders' equity            636,892,779     578,150,707

                                         $1,011,743,812    $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       
                                           February 27,    February 28,
                                               1999            1998    
<S>                                        <C>             <C> 
Net sales                                  $752,216,740    $635,877,376

Costs and expenses:
  Cost of sales                             509,721,271     436,698,591
  Selling, general and
    administrative expenses                 175,622,914     154,827,222
                                            685,344,185     591,525,813
Income before provision
  for taxes on income                        66,872,555      44,351,563

Provision for taxes on income                25,200,000      16,755,000

Net income                                 $ 41,672,555    $ 27,596,563

Net income per common share - Basic
   (Note 5)                                      $ 0.24          $ 0.16

Average shares - Basic (Note 5)             172,428,853     171,939,536

Net income per common share - Diluted 
    (Note 5)                                     $ 0.24          $ 0.16

Average shares - Diluted (Note 5)           173,767,340     173,179,188

Dividends per common share                        $ .05       $ .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>
                                              First Half Ended       
                                           February 27,   February 28,         
                                                1999           1998    

<S>                                     <C>             <C>
Net sales                               $1,380,232,694  $1,178,624,473

Costs and expenses:
  Cost of sales                            922,020,502     793,118,221
  Selling, general and
    administrative expenses                343,870,706     301,802,720
                                         1,265,891,208   1,094,920,941

Income before provision for
taxes on income                            114,341,486      83,703,532

Provision for taxes on income               43,060,000      31,780,000

Net income                                $ 71,281,486    $ 51,923,532

Net income per common share - Basic
    (Note 5)                                    $ 0.41          $ 0.30

Average shares - Basic (Note 5)            172,330,246     171,835,712


Net income per common share - Diluted 
    (Note 5)                                    $ 0.41          $ 0.30

Average shares - Diluted (Note 5)          173,616,672     172,975,912


Dividends per common share                   $ .09-1/2       $ .08-1/2

See notes to consolidated condensed financial statements.

</TABLE>


<PAGE>
<TABLE>

              FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
<CAPTION>
                                                  First Half Ended      
                                             February 27,   February 28,
                                                 1999           1998    
<S>                                          <C>            <C>
Cash flows from operating activities:
  Net income                                 $ 71,281,486   $51,923,532
  Adjustments to reconcile net income to
    net cash provided by operating
    activities: 
    Depreciation and amortization              21,077,554    16,084,513
    Deferred income taxes                         365,000    (3,215,000)
    (Gain) Loss on disposition of property 
      and equipment                              (770,683)       84,380
    Changes in operating assets and liabilities:
      Inventories                             (66,618,762)    7,139,713
      Prepayments and other current assets        (50,862)     (946,063)
      Other assets                              1,544,608     1,538,893
      Accounts payable and accrued
        liabilities                             1,541,208    55,494,631
      Income taxes payable                      6,450,154     3,035,894
                                               34,819,703   131,140,493
Cash flows from investing activities:           
    Capital expenditures                      (56,874,137)  (56,310,144)
    Proceeds from dispositions of
      property and equipment                    1,398,514       373,264
                                              (55,475,623)  (55,936,880)
Cash flows from financing activities:
    Exercise of employee stock options          3,844,244     4,149,873
    Payment of dividends                      (15,503,350)  (13,739,807)
                                              (11,659,106)   (9,589,934)

Net change in cash and cash equivalents       (32,315,026)   65,613,679

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

Cash and cash equivalents at end of period   $101,905,647  $108,081,979

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                 $              $    12,564
    Income taxes                               34,256,448    30,683,188

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
        February 27, 1999, and the results of operations for the
        quarter and first half ended February 27, 1999, and
        February 28, 1998, and the cash flows for the first half
        ended February 27, 1999, and February 28, 1998.

        The results of operations for the first half ended
        February 27, 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  first half ended February 27, 1999 and February 28, 1998.

<TABLE>
<CAPTION>
                                            First Half Ended                     
                           February 27, 1999                February 28, 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                721,200     $12.75-$21.50   1,097,100    $10.88-$17.50
   Exercised             (383,119)    $ 3.50-$ 6.25    (453,672)   $ 3.84 $ 7.09
   Cancelled              (55,825)                      (72,870)    
Outstanding-ending      4,021,591     $ 3.83-$21.50   3,712,566    $ 3.50-$17.50

Exercisable options       937,598     $ 3.83-$ 7.17     589,206    $ 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        
                                              February 27,        February 28, 
                                                  1999                1998     
<S>                                          <C>                   <C>
Basic Net Income Per Share:
Net Income                                   $41,672,555           $27,596,563

Weighted Average Number of Shares
   Outstanding                               172,428,853           171,939,536

Net Income Per Common Share - Basic                $ .24                 $ .16

Diluted Net Income Per Share:

Net Income                                   $41,672,555           $27,596,563

Weighted Average Number of Shares
   Outstanding                               172,428,853           171,939,536

Effect of Dilutive Securities -
   Stock Options                               1,338,487             1,239,652
Average Shares - Diluted                     173,767,340           173,179,188

Net Income Per Common Share - Diluted              $ .24                 $ .16

                                                       First Half Ended
                                              February 27,        February 28,
                                                  1999                1998     
Basic Net Income Per Share:
Net Income                                   $71,281,486           $51,923,532

Weighted Average Number of Shares
   Outstanding                               172,330,246           171,835,712

Net Income Per Common Share - Basic                $ .41                 $ .30

Diluted Net Income Per Share:

Net Income                                   $71,281,486           $51,923,532

Weighted Average Number of Shares
   Outstanding                               172,330,246           171,835,712

Effect of Dilutive Securities -
    Stock Options                              1,286,426             1,140,200
Average Shares - Diluted                     173,616,672           172,975,912

Net Income Per Common Share - Diluted              $ .41                 $ .30
</TABLE>


<PAGE>

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

                       FINANCIAL CONDITION

     At February 27, 1999, the Company had working capital of
$330.4 million with cash and cash equivalents of approximately
$101.9 million and no outstanding borrowings.  Operating
activities generated cash of approximately $34.8 million during
the first half of fiscal 1999 versus approximately $131.1 million
during the first half of fiscal 1998.  The timing of payments for
merchandise purchases contributed approximately $55.5 million of
the increase in fiscal 1998 whereas operating cash was used in
fiscal 1999 to increase merchandise inventory by approximately
$66.6 million primarily as a result of new stores, additional
inventory in existing stores and a new distribution center.

     Capital expenditures for the first half ended February 27,
1999, were approximately $56.9 million, and are currently
expected to be approximately $125 million for fiscal 1999.  The
majority of planned 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, currently scheduled for completion in fall 1999.  The
new store expansion and the additional distribution center will
require additional investment in merchandise inventories.  In
fiscal 1999, the Company currently expects to open approximately
350 stores and close approximately 50 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 an additional 300
to 400 stores in fiscal 1999, compared with the expansion or
relocation of 90 stores and renovation of 170 stores in fiscal
1998.  In the first half of fiscal 1999, the Company opened 171
stores, closed 29 stores, expanded or relocated 40 stores and
renovated 168 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 18.3% in the quarter ended February 27,
1999, as compared with the quarter ended February 28, 1998, and
increased 17.1% in the first half ended February 27, 1999, as
compared with the first half ended February 28, 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 second quarter also were
aided by the fact that there was one more day in the second
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" calender.  This change adversely
affected sales in the first quarter and will adversely affect
sales in the third quarter and have a positive impact on sales in
the fourth quarter.  Sales in existing stores increased 8.8% in
the quarter ended February 27, 1999, as compared with the same
period ended February 28, 1998, with sales of hardlines
merchandise increasing approximately 12.0% and sales of softlines
merchandise increasing approximately 1.0%.  Sales in existing
stores increased 8.5% in the first half ended February 27, 1999,
as compared to the first half ended February 28, 1998, with sales
of hardlines merchandise increasing approximately 12.7% and sales
of softlines merchandise decreasing approximately .6%.  Hardlines
as a percentage of total sales increased to approximately 71% in
the second quarter of fiscal 1999 compared to approximately 69%
in the second quarter of fiscal 1998, and increased to
approximately 71% in the first half of fiscal 1999 compared to
approximately 68% in the first half 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 Company expects the shift in the merchandise
mix to hardlines to continue for the remainder of fiscal 1999. 
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
that were distributed last year in the first quarter and at the
end of the second quarter, as customers continued to respond
favorably to the Company's everyday low price strategy.  The
Company currently expects to eliminate two additional circulars
during the remainder of fiscal 1999.


<PAGE>

     The average number of stores open during the first half of
fiscal 1999 was 8.8% more than during the first half of fiscal
1998.  The Company had 3,159 stores in operation at February 27,
1999, as compared with 2,898 stores in operation at February 28,
1998, representing an increase of approximately 9.0%.


COST OF SALES

     Cost of sales increased 16.7% in the quarter ended
February 27, 1999, as compared with the quarter ended
February 28, 1998, and increased 16.3% in the first half ended
February 27, 1999, as compared to the first half ended
February 28, 1998.  These increases primarily reflected the
additional sales volume between years.  Cost of sales, as a
percentage of net sales, was 67.8% in the quarter ended
February 27, 1999, compared with 68.7% in the quarter ended
February 28, 1998, and was 66.8% in the first half ended
February 27, 1999, compared with 67.3% in the first half ended
February 28, 1998.  The decreases in the cost of sales
percentages for the quarter and the first half of fiscal 1999
were due primarily to decreases in both advertising and clearance 
markdowns.  The Company also realized increased sales of higher
margin seasonal hardlines merchandise during the second quarter. 
The cost of sales percentages also are affected by changes in the
effectiveness of the 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 13.4%
in the quarter ended February 27, 1999, as compared with the
quarter ended February 28, 1998, and increased 13.9% in the first
half ended February 27, 1999, as compared with the first half
ended February 28, 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 23.3% in the quarter ended February 27 1999, as
compared with 24.3% in the quarter ended February 28, 1998, and
were 24.9% in the first half ended February 27, 1999, as compared
with 25.6% in the first half ended February 28, 1998.  The
decreases in the percentages for the quarter and first half ended
February 27, 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 37.7% for the quarter ended
February 27, 1999, as compared to 37.8% for the quarter ended
February 28, 1998, and was 37.7% for the first half ended
February 27, 1999, as compared to 38.0% for the first half ended
February 28, 1998.  The decreases in the effective tax rate for
the quarter and first half ended February 27, 1999, resulted
primarily from changes in effective state income tax rates.


YEAR 2000

     The Company is currently addressing 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 was imported in fiscal 1998, and 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 will continue to
evaluate these risks and develop appropriate contingency plans
the majority of which are expected to be in place by June 1999.

     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 affect 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 4.   Submission of Matters to a Vote of Security Holders
         
          At the Annual Meeting of Stockholders of the Company held
          January 21, 1999, stockholders voted to:

    (a)   Elect to the Board of Directors of the Company the seven
          nominees named in the Proxy Statement for the Annual
          Meeting as follows:

<TABLE>
<CAPTION>
                                   Shares           Shares Withholding
        Nominee                  Voting For         Authority to Vote
<S>                             <C>                    <C>
Leon Levine                     146,595,663            2,836,688
Howard R. Levine                146,598,114            2,834,237
R. James Kelly                  146,596,500            2,835,851
George R. Mahoney, Jr.          146,603,098            2,829,253
Mark R. Bernstein               146,594,367            2,837,984
James H. Hance, Jr.             146,862 818            2,569,533
James G. Martin                 146,843,538            2,588,813

</TABLE>

     (b)  Ratify the action of the Board of Directors in selecting
          PricewaterhouseCoopers LLP as independent accountants to
          audit the consolidated financial statements of the Company
          and its subsidiaries for the year ending August 28, 1999,
          with 149,322,108 shares voted for 74,104 shares against and
          36,139 shares abstaining.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits filed herewith:

       10 (i)  Letter Agreement dated March 25, 1999, among NationsBank,
               N.A., the Company and Family Dollar, Inc., amending
               Credit Agreement dated as of March 31, 1996, as
               amended, among NationsBank, N.A., the Company and
               Family Dollar, Inc.

       11 Statements Re: Computations of Per Share Earnings

       27 Financial Data Schedule

     (b) Reports on Form 8-K - None

<PAGE>


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: April 8, 1999                 R. JAMES KELLY                 
                                    R. JAMES KELLY
                                    Vice Chairman


Date: April 8, 1999                 C. MARTIN SOWERS              
                                    C. MARTIN SOWERS
                                    Senior Vice President-Finance