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 27, 2000

                                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 28, 2000
   Common Stock, $.10 par value                  171,172,542 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 27, 2000 and August 28, 1999                    2

          Consolidated Condensed Statements of Income -
            Quarter Ended May 27, 2000 and May 29, 1999         3

          Consolidated Condensed Statements of Income -
            Three Quarters Ended May 27, 2000
            and May 29, 1999                                    4


          Consolidated Condensed Statements of Cash Flows -
            Three Quarters Ended May 27, 2000
            and May 29, 1999                                    5

          Notes to Consolidated Condensed Financial
            Statements                                        6-8

  Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                   9-12

Part II - Other Information and Signatures

  Item 6 - Exhibits and Reports on Form 8-K                    13

  Signatures                                                   13


<PAGE>
<TABLE>

               FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                               (Unaudited)
<CAPTION>

                                              May 27,         August 28,
                                               2000             1999

                                   Assets
<S>                                       <C>             <C>
Current assets:
  Cash and cash equivalents (Note 2)      $   81,524,983  $   95,301,411
  Merchandise inventories                    574,338,550     568,780,481
  Deferred income taxes                       49,437,663      47,066,920
  Prepayments and other current assets        11,399,513       8,806,072
    Total current assets                     716,700,709     719,954,884

Property and equipment, net                  450,708,102     371,141,298

Other assets                                   7,241,827       4,155,454

                                          $1,174,650,638  $1,095,251,636



<PAGE>
<CAPTION>

                   Liabilities and Shareholders' Equity

<S>                                       <C>             <C>
Current liabilities:
  Accounts payable and accrued
    liabilities                           $  353,101,229  $  369,088,891
  Income taxes payable                        14,333,599       9,457,571
    Total current liabilities                367,434,828     378,546,462

Deferred income taxes                         29,479,353      26,054,116

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 183,615,478 shares at
    May 27, 2000 and 183,109,328 shares
    at August 28, 1999                        18,361,548      18,310,933
  Capital in excess of par                    28,234,692      22,808,499
  Retained earnings                          775,129,990     660,880,894
                                             821,726,230     702,000,326
  Less common stock held in treasury,
    at cost 12,444,786 shares at
    May 27, 2000 and 10,358,466 shares at
    August 28, 1999 (Note 5)                  43,989,773      11,349,268

      Total shareholders' equity             777,736,457     690,651,058

                                          $1,174,650,638  $1,095,251,636

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 27,         May 29,
                                               2000            1999
<S>                                        <C>             <C>
Net sales                                  $770,775,831    $678,857,739

Costs and expenses:
  Cost of sales                             498,341,999     440,632,092
  Selling, general and
    administrative expenses                 193,437,710     172,458,261
                                            691,779,709     613,090,353
Income before provision
  for taxes on income                        78,996,122      65,767,386

Provision for taxes on income                28,865,200      24,000,000

Net income                                 $ 50,130,922    $ 41,767,386

Net income per common share - Basic
   (Note 5)                                       $0.29          $ 0.24

Average shares - Basic (Note 5)             171,133,686     172,651,802

Net income per common share - Diluted
    (Note 5)                                      $0.29          $ 0.24

Average shares - Diluted (Note 5)           172,110,443     174,041,232

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



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 27,           May 29,
                                            2000              1999
<S>                                     <C>               <C>
Net sales                               $2,342,796,717    $2,059,090,433

Costs and expenses
  Cost of sales                          1,538,887,161     1,362,652,594
  Selling, general and
    administrative expenses                580,749,301       516,328,967
                                         2,119,636,462     1,878,981,561
Income before provision for
   taxes on income                         223,160,255       180,108,872

Provision for taxes on income               81,465,200        67,060,000

Net income                                $141,695,055      $113,048,872

Net income per common share - Basic
   (Note 5)                                      $0.82             $0.65

Average shares - Basic (Note 5)            171,873,775       172,437,432

Net income per common share - Diluted
   (Note 5)                                      $0.82             $0.65

Average shares - Diluted (Note 5)          172,878,087       173,759,059

Dividends per common share                       $0.16         $0.14-1/2


See notes to consolidated condensed financial statements.

</TABLE>




<PAGE>
<TABLE>

              FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
<CAPTION>
                                                 Three Quarters Ended
                                                 May 27,        May 29,
                                                  2000           1999
<S>                                          <C>            <C>
Cash flows from operating activities:
  Net income                                 $141,695,055   $113,048,872
  Adjustments to reconcile net income to
    net cash provided by operating
    activities:
    Depreciation and amortization              39,927,105     32,083,854
    Deferred income taxes                       1,054,494        550,000
    (Gain) Loss on disposition of property
      and equipment                                11,750       (754,106)
    Changes in operating assets and liabilities:
      Inventories                              (5,558,069)   (55,112,918)
      Prepayments and other current assets     (2,593,441)    (1,724,527)
      Other assets                             (3,086,373)    (2,079,773)
      Accounts payable and accrued
        liabilities                           (16,736,322)      (293,150)
      Income taxes payable                      4,876,028      7,337,157
                                              159,590,227     93,055,409
Cash flows from investing activities:
    Capital expenditures                     (120,146,402)   (89,921,281)
    Proceeds from dispositions of
      property and equipment                      640,743      1,772,467
                                             (119,505,659)   (88,148,814)
Cash flows from financing activities:
    Purchases of common stock for treasury    (32,640,505)          -
    Exercise of employee stock options          5,476,808      5,536,727
    Payment of dividends                      (26,697,299)   (24,133,103)
                                              (53,860,996)   (18,596,376)
Net change in cash and cash equivalents       (13,776,428)   (13,689,781)

Cash and cash equivalents at beginning
  of period                                    95,301,411    134,220,673

Cash and cash equivalents at end of period   $ 81,524,983   $120,530,892

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                 $       -       $     -
    Income taxes                               72,968,113     56,283,664

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 27,
        2000, and the results of operations for the quarter and the three
        quarters ended May 27, 2000, and May 29, 1999, and the cash flows
        for the three quarters ended May 27, 2000, and May 29, 1999.

        The results of operations for the three quarters ended May 27,
        2000, 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."  The carrying amount of the Company's cash
        equivalents approximates fair value due to the short maturities
        of these investments.

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, 2002 and March 27, 2001, 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, 2002 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 27, 2000, and May 29, 1999.

<TABLE>
<CAPTION>
                                        Three Quarters Ended
                              May 27, 2000                 May 29, 1999
                      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   3,910,750    $ 3.83-$24.75   3,739,335     $ 3.50-$20.75
   Granted                812,000    $14.75-$21.75     774,550     $12.75-$24.75
   Exercised             (506,150)   $ 3.83-$17.38    (505,679)    $ 3.50-$ 8.17
   Cancelled              (82,760)                    (125,325)
Outstanding-ending      4,133,840    $ 3.83-$24.75   3,882,881     $ 3.83-$24.75

Exercisable options     1,361,688    $ 3.83-$18.50     965,098     $ 3.83-$ 8.50

</TABLE>


5. 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.

   On November 5, 1999, the company announced that the Board of
   Directors has authorized the purchase of up to 5,000,000 shares of
   its outstanding Common Stock from time to time as market conditions
   warrant.  As of June 28, 2000, the Company had purchased in the open
   market, 2,088,000 shares at a cost of $32,673,739.

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


<PAGE>
<TABLE>
<CAPTION>
                                                        Quarter Ended
                                                 May 27,             May 29,
                                                  2000                1999
<S>                                          <C>                   <C>
Basic Net Income Per Share:

Net Income                                   $50,130,922           $41,767,386

Weighted Average Number of Shares
   Outstanding                               171,133,686           172,651,802

Net Income Per Common Share - Basic                 $.29                 $ .24

Diluted Net Income Per Share:

Net Income                                   $50,130,922           $41,767,386

Weighted Average Number of Shares
   Outstanding                               171,133,686           172,651,802

Effect of Dilutive Securities -
   Stock Options                                 976,757             1,389,430
Average Shares - Diluted                     172,110,443           174,041,232

Net Income Per Common Share - Diluted              $ .29                 $ .24

                                                  Three Quarters Ended
                                                 May 27,             May 29,
                                                  2000                1999
Basic Net Income Per Share:

Net Income                                  $141,695,055          $113,048,872

Weighted Average Number of Shares
   Outstanding                               171,873,775           172,437,432

Net Income Per Common Share - Basic                $ .82                 $ .65

Diluted Net Income Per Share:

Net Income                                  $141,695,055          $113,048,872

Weighted Average Number of Shares
   Outstanding                               171,873,775           172,437,432

Effect of Dilutive Securities -
    Stock Options                              1,004,312             1,321,627
Average Shares - Diluted                     172,878,087           173,759,059

Net Income Per Common Share - Diluted              $ .82                 $ .65

</TABLE>


<PAGE>

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

                              FINANCIAL CONDITION

     At May 27, 2000, the Company had working capital of $349.3
million with cash and cash equivalents of approximately $81.5 million
and no outstanding borrowings.  Operating activities generated cash of
approximately $159.6 million during the first three quarters of fiscal
2000 versus approximately $93.1 million during the first three
quarters of fiscal 1999.  During fiscal 2000, the increase in
earnings, as well as improved system-wide inventory flows, offset
merchandise inventory increases for new stores and a new distribution
center and contributed to the increase in operating cash flow.
Approximately $60 million of the improved cash flow in fiscal 2000
resulted from the early receipt of certain seasonal merchandise in the
fourth quarter of fiscal 1999. Operating cash was used in fiscal 1999
to increase merchandise inventory, 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 27, 2000,
were approximately $120.1 million, and are currently expected to be
approximately $160 million for fiscal 2000.  The majority of capital
expenditures for fiscal 2000 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 Rowan County, Kentucky, that began shipping merchandise to
stores in June 2000.  In fiscal 2000, the Company expects to open
approximately 400 stores and close approximately 50 stores for a net
addition of approximately 350 stores, compared with the opening of 366
stores and closing of 59 stores for a net addition of 307 stores in
fiscal 1999.  The Company also currently plans to expand or relocate
approximately 150 stores and renovate approximately 300 stores in
fiscal 2000, compared with the expansion or relocation of 107 stores
and renovation of 350 stores in fiscal 1999.  In the first three
quarters of fiscal 2000, the Company opened 248 stores, closed 30
stores, expanded or relocated 95 stores and renovated 121 stores. In
fiscal 2001, the Company currently plans to open 475 to 500 new
stores, close approximately 50 stores, expand or relocate
approximately 200 stores and continue its program of renovating
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.

     On November 5, 1999, the Company announced that the Board of
Directors has authorized the purchase of up to 5,000,000 shares of its
outstanding Common Stock from time to time as market conditions
warrant.  As of June 28, 2000, the Company had purchased in the open
market, 2,088,000 shares at a cost of $32,673,739.


<PAGE>

                        RESULTS OF OPERATIONS
NET SALES

     Net sales increased 13.5% in the quarter ended May 27, 2000, as
compared with the quarter ended May 29, 1999, and increased 13.8% in
the three quarters ended May 27, 2000, as compared with the three
quarters ended May 29, 1999.  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.  Sales in existing
stores increased 5.4% in the quarter ended May 27, 2000, as compared
with the same period ended May 29, 1999, with the sales of hardlines
merchandise increasing approximately 9.4% and the sales of softlines
merchandise decreasing approximately 4.0%. Sales in existing stores
increased 5.3% in the three quarters ended May 27, 2000, as compared
to the three quarters ended May 29, 1999, with sales of hardlines
merchandise increasing approximately 8.1% and sales of softlines
merchandise decreasing approximately 1.3 %.  Hardlines as a percentage
of total sales increased to approximately 70% in the third quarter of
fiscal 2000 compared to approximately 67% in the third quarter of
fiscal 1999, and increased to approximately 72% in the first three
quarters of fiscal 2000 compared to approximately 70% in the first
three quarters of fiscal 1999.  The Company continues to broaden its
assortment of hardlines merchandise and reallocate selling space in
its stores to hardlines, including name brand, basic consumable
merchandise such as food, household chemicals and paper products, as
well as seasonal and giftware categories.  The Company expects the
shift in the merchandise mix to hardlines to continue for the
remainder of fiscal 2000 and into fiscal 2001.  The space reallocation
program is expected to be completed in all stores by October 2000.
Hardlines merchandise includes primarily household chemical and paper
products, health and beauty aids, candy, snack and other food,
electronics, housewares and giftware, toys, hardware, seasonal goods,
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 average number of stores open during the first three quarters
of fiscal 2000 was 9.5% more than during the first three quarters of
fiscal 1999.  The Company had 3,542 stores in operation at May 27,
2000, as compared with 3,244 stores in operation at May 29, 1999,
representing an increase of approximately 9.2%.


<PAGE>

COST OF SALES

     Cost of sales increased 13.1% in the quarter ended May 27, 2000,
as compared with the quarter ended May 29, 1999, and increased 12.9% in
the three quarters ended May 27, 2000, as compared to the three
quarters ended May 29, 1999.  These increases primarily reflected the
additional sales volume between years.  Cost of sales, as percentage of
net sales, was 64.7% in the quarter ended May 27, 2000, compared to
64.9% in the quarter ended May 1999, and was 65.7% in the three
quarters ended May 27, 2000 compared with 66.2% in the three quarters
ended May 29, 1999.  The decreases in the cost of sales percentage for
the quarter and the first three quarters of fiscal 2000 were due
primarily to decreases in both clearance and advertising markdowns.
This effect was mitigated in the third quarter by a shift in the sales
mix to lower margin branded consumable hardlines merchandise and away
from higher margin apparel.  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.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased 12.2% in
the quarter ended May 27, 2000, as compared with the quarter ended
May 29, 1999, and increased 12.5% in the three quarters ended May 27,
2000, as compared with the three quarters ended May 29, 1999.  The
increases in these expenses were due primarily to additional costs
arising from the continued growth in the number of stores and
distribution operations. Selling, general and administrative expenses,
as a percentage of net sales, were 25.1% in the quarter ended May 27,
2000, as compared with 25.4% in the quarter ended May 29, 1999, and
were 24.8% in the three quarters ended May 27, 2000, as compared with
25.1% in the three quarters ended May 29, 1999. The decreases in the
percentages for the quarter and the first three quarters ended
May 27,2000 reflects the leverage provided by the increases in
existing store sales and effective expense control, which offset
modest increases in rent and depreciation expenses as a percentage
of net sales.

PROVISION FOR TAXES ON INCOME

     The effective tax rate was 36.5% for the quarters ended May 27,
2000, and May 29, 1999 and was 36.5% for the three quarters ended
May 27, 2000, as compared to 37.2% for the three quarters ended
May 29, 1999.  The decreases in the effective tax rate for the first
three quarters ended May 27, 2000 resulted primarily from changes in
effective state income tax rates.


<PAGE>


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.  A number of important factors could cause actual results to
differ materially from those expressed in any forward-looking
statements.  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, dependence on imports, changes
in currency exchange rates, tariffs, quotas and freight rates,
availability of real estate, costs and delays associated with building,
opening and operating new distribution facilities, costs and potential
problems associated with the implementation of new systems and
technology, including supply chain systems and electronic commerce, 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.  The Company does
not undertake to publicly update or revise its forward-looking
statements even if experience or future changes made it clear that
projected results expressed or implied in such statements will not
be realized.


<PAGE>


                      PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits filed herewith:

     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: June 28, 2000                  /s/ R. JAMES KELLY
                                     R. JAMES KELLY
                                     Vice Chairman


Date: June 28, 2000                  /s/ C. MARTIN SOWERS
                                     C. MARTIN SOWERS
                                     Senior Vice President-Finance