EXHIBIT 3

STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           FAMILY DOLLAR STORES, INC.

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Family Dollar Stores, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST:
That at a meeting of the Board of Directors of Family Dollar Stores, Inc., by
the unanimous vote of its members, as set forth in the minutes of the Board,
duly adopted a resolution setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and directing that the amendment proposed be considered at the next annual
meeting of the stockholders of said corporation. The resolution setting forth
the proposed amendment is as follows:

| | RESOLVED,
that the Board of Directors deems, and hereby declares, that it is advisable and
in the best interest of the Company and its Stockholders that the Certificate of
Incorporation of the Company be amended to increase the authorized number of
shares of Common Stock, par value $.10 per share, from 300,000,000 to
600,000,000, and in order to effect the foregoing, the Board of Directors hereby
proposes and recommends that the first paragraph of Article FOURTH be stricken
out and deleted in its entirety from the Companys Certificate of
Incorporation and that the following paragraph be substituted in lieu thereof:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | FOURTH: The total number of shares of Stock which the Corporation shall have
authority to issue is Six Hundred Million Five Hundred Thousand (600,500,000),
of which Five Hundred Thousand (500,000) shares of the par value of $1.00 per
share are to be Preferred Stock (hereinafter called the Preferred
Stock) and Six Hundred Million (600,000,000) shares of the par value of
$.10 per share are to be Common Stock (hereinafter called the Common
Stock).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECOND:
That thereafter, pursuant to resolution of its Board of Directors, the Annual
Meeting of the stockholders of said corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statue were voted in favor of the said amendment.
        THIRD:
That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
        FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
        IN WITNESS WHEREOF, said Family Dollar Stores, Inc., has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Howard R. Levine, its President, and attested by George R. Mahoney, Jr., its
Secretary, this 17th day of January, 2002.

|                       |  | FAMILY DOLLAR STORES, INC. 
|---------------------- |  | ---------------------------
|(CORPORATE SEAL)       |  |                            
|                       |  |                            
|                       |  | By:                        
|                       |  | Howard R. Levine, President
|                       |  |                            
|ATTEST:                |  |                            
|By:                    |  |                            
|George R. Mahoney, Jr. |  |                            
|Secretary              |  |                            
|                       |  |                            

|STATE OF NORTH CAROLINA | ) |    
|----------------------- | - | ---
|                        | ) | ss:
|COUNTY OF MECKLENBURG   | ) |    

BE
IT REMEMBERED that on this 17th day of January, 2002, personally came before me,
a Notary Public in and for the County and State aforesaid, Howard R. Levine,
President of Family Dollar Stores, Inc., a corporation of the State of Delaware,
and he duly executed said certificate before me and acknowledged the said
certificate to be his act and deed and the act and deed of said corporation and
that the facts stated therein are true; and that the seal affixed to said
certificate and attested by the Secretary of said corporation is the common or
corporate seal of said corporation.

IN
WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year
aforesaid.

| |  | Janice B. Burris                    
| |  | ------------------------------------
| |  | Notary Public                       
| |  | My commission expires:  May 30, 2004

(SEAL)