**Exhibit 31.1**

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**CERTIFICATION OF PRINCIPAL EXECUTIVEOFFICER**

**PURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT**

 

**I, Howard R. Levine, Chairman of the Board andChief Executive Officer of Family Dollar Stores, Inc., certify that:**

 

**1.     Ihave reviewed this quarterly report on Form 10-Q of Family Dollar**

**Stores,Inc.;**

 

**2.     Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;**

 

**3.     Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;**

 

**4.     The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:**

 

**a)     Designed such disclosure controls andprocedures or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;**

 

**b)     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and**

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**c)     Disclosedin this 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 hasmaterially affected, or it reasonably likely to materially affect, theregistrant’s internal 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)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.**

 

 
| **Date:   April 8, 2004** |                                                   |
|--------------------------------|--------------------------------------------------------|
|                           |                                                   |
|                           |                                                   |
| **/s/**                        | **Howard R. Levine**                                   |   |
|                           | **Howard R. Levine**                                   |   |
|                           | **Chairman of the Board and Chief Executive  Officer** |   |
|                           | **(Principal Executive Officer)**                      |   |

 

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