**Exhibit 31.2**

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**CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER**

**PURSUANTTO RULES 13a-14(a) AND 15d-14(a)**

**UNDERTHE SECURITIES EXCHANGE ACT OF 1934,**

**ASADOPTED PURSUANT TO SECTION 302**

**OFTHE SARBANES-OXLEY ACT OF 2002**

 

 

**I, R. James Kelly, certify that:**

 

**1.       I havereviewed this quarterly report on Form 10-Q of Family Dollar Stores, Inc.;**

 

2.       Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand have:

 

a)       Designed such disclosure controls and procedures or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b)      Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

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**c)       Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or it reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and**

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**5.       Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):**

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**(a)     Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and**

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**(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.**

 

 
| Date: July 1, 2005                         |   |
|--------------------------------------------|--------|
|                                       |   |
|                                       |   |
| /s/ R. James Kelly                         |   |   |
| R. James Kelly                             |   |
| Vice Chairman and Chief  Financial Officer |   |
| (Principal Financial  Officer)             |   |
|                                            |        |  |

 

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