**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**

**OF THESARBANES-OXLEY ACT OF 2002**

 

 

**I, R. James Kelly, certifythat:**

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**1.      I have reviewed this quarterly report on Form 10-Q of FamilyDollar Stores, Inc.;**

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2.      Based onmy knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.      Based onmy knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.      Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)      Designedsuch disclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)      Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

**c)      Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or it reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and**

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**5.      The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):**

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**(a)     All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and**

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**(b)    Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.**

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Date:  January 5, 2005

 

 
| /s/    | R. James Kelly                            |   |
|--------|-------------------------------------------|--------|
|   | R. James Kelly                            |
|   | Vice Chairman and Chief Financial Officer |
|   | (Principal Financial Officer)             |

 

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