EXHIBIT 10.1


                                     CONSENT
                                     -------

     THIS CONSENT  (this  "Consent"),  dated as of December  19,  2006,  with an
effective  date as set forth in Section 3 hereof,  is entered  into by and among
FAMILY DOLLAR STORES,  INC., a Delaware  corporation  (the "Company") and FAMILY
DOLLAR,  INC.,  a North  Carolina  corporation  ("FDI"  and,  together  with the
Company, the "Borrowers"), the Lenders party to the Credit Agreement referred to
below (the "Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent for the Lenders (the "Administrative Agent").

                              Statement of Purpose
                              --------------------

     The Borrowers,  the Administrative Agent and the Lenders are parties to the
Credit Agreement dated as of August 24, 2006 (as amended, restated, supplemented
or otherwise  modified from time to time,  the "Credit  Agreement")  pursuant to
which the  Lenders  have  agreed to make,  and have made,  certain  Loans to the
Borrowers.

     Pursuant to Section 7.1(b) of the Credit Agreement, the Company is required
to deliver audited financial  statements to the Administrative Agent by no later
than  one-hundred five (105) days after the end of each Fiscal Year (the "Annual
Required  Delivery Date").  In addition,  Section 7.1(a) of the Credit Agreement
requires  the  Company  to  deliver  unaudited   financial   statements  to  the
Administrative  Agent by no later  than  sixty  (60) days  after the end of each
fiscal quarter (the  "Quarterly  Required  Delivery  Date").  Section 7.2 of the
Credit  Agreement  requires  the  Company  to deliver  an  Officer's  Compliance
Certificate in connection with (a) the audited  financial  statements  delivered
pursuant to Section 7.1(b) and (b) the quarterly financial  statements delivered
pursuant to Section  7.1(a),  in each case,  on or prior to the Annual  Required
Delivery Date and the Quarterly Required Delivery Date, respectively.

     The Company (a) will be unable to deliver the audited financial  statements
required to be  delivered  pursuant to Section  7.1(b) for the Fiscal Year ended
August 26,  2006 (the "2006  Annual  Financial  Statements")  and the  Officer's
Compliance   Certificate  related  to  the  2006  Annual  Financial   Statements
(collectively,  the "Outstanding  Annual Financial  Information") on or prior to
the Annual  Required  Delivery Date, (b) will be unable to deliver the quarterly
unaudited  financial  statements  required to be  delivered  pursuant to Section
7.1(a) for the fiscal  quarter  ended  November  26,  2006 (the  "November  2006
Quarterly  Financial  Statements")  and  the  Officer's  Compliance  Certificate
related to the November 2006 Quarterly Financial Statements  (collectively,  the
"Outstanding  Quarterly  Financial  Information")  on or prior to the  Quarterly
Required  Delivery Date and (c) has requested  that the Required  Lenders extend
the required time for delivery of the Outstanding  Annual Financial  Information
and  the  Outstanding   Quarterly  Financial  Information   (collectively,   the
"Outstanding Financial Information").

     Subject  to and in  accordance  with the  terms  and  conditions  set forth
herein,  the Required  Lenders are willing to extend the delivery  dates for the
Outstanding Financial Information to March 31, 2007.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:


                                       1
<PAGE>

     1.   Capitalized  Terms.  All  capitalized  undefined  terms  used  in this
Consent  (including,  without  limitation,  in the statement of purpose  hereto)
shall have the meanings assigned thereto in the Credit Agreement.

     2.   Consent.  Pursuant  to  Section  13.2  of  the  Credit  Agreement  and
effective in  accordance  with Section 3 hereof,  the  Required  Lenders  hereby
extend the required time for delivery of the Outstanding  Financial  Information
to March 31, 2007. The parties hereto acknowledge and agree that with respect to
any  reporting  period  occurring  after  November 26, 2006,  the  provisions of
Sections 7.1 and 7.2 (including  without  limitation the requirements  regarding
delivery times) shall remain in full force and effect.

     3.   Effectiveness.  This  Consent  shall be  deemed to be  effective  upon
satisfaction of each of the following conditions:

          (a)  Consent Documents. The Administrative Agent shall have received a
duly executed  counterpart of this Consent from the  Administrative  Agent, each
Credit Party and the Required Lenders; and

          (b)  Amendment to Note Purchase  Agreement.  The Administrative  Agent
shall have received a duly executed copy of such  documentation  reflecting  the
consent of the purchasers party to that certain Note Purchase Agreement dated as
of September 27, 2005 (as amended, restated,  supplemented or otherwise modified
prior to the date hereof)  evidencing the Senior  Unsecured  Notes  necessary to
extend the required  date for delivery of the August 26, 2006 audited  financial
statements  and November 26, 2006  quarterly  financial  statements to March 31,
2007 or later.

          4.   Covenant.  The Borrowers,  jointly and severally,  shall promptly
(but  in  any  event  within  10  days  of  the  date  hereof)   reimburse   the
Administrative   Agent  for  all  reasonable   out-of-pocket   expenses  of  the
Administrative Agent in connection with the preparation,  execution and delivery
of  this  Consent,  including,  without  limitation,  the  reasonable  fees  and
disbursements of counsel for the Administrative Agent.

          5.   Reaffirmation of Subsidiary Guaranty Agreement.

          (a)  By  its  execution  hereof,  each  Subsidiary   Guarantor  hereby
expressly (i) consents to the  modifications  and  amendments  set forth in this
Consent,  (ii)  reaffirms  all of  its  respective  covenants,  representations,
warranties and other obligations set forth in the Subsidiary  Guaranty Agreement
and the other  Loan  Documents  to which it is a party  and (iii)  acknowledges,
represents and agrees that its respective covenants, representations, warranties
and other  obligations  set forth in the Subsidiary  Guaranty  Agreement and the
other Loan Documents remain in full force and effect.

          (b)  Each Subsidiary  Guarantor confirms that the Subsidiary  Guaranty
Agreement  shall continue to be in full force and effect and is hereby  ratified
and  reaffirmed  in all  respects as if fully  restated as of the date hereof by
this Consent.


                                       2
<PAGE>

          6.   Effect of  Consent.  Except as  expressly  provided  herein,  the
Credit  Agreement and the Loan  Documents  shall remain  unmodified  and in full
force and  effect.  This  Consent  shall not be deemed (a) to be a waiver of, or
consent to, a  modification  or amendment of, any other term or condition of the
Credit Agreement or any other Loan Document (including,  without limitation, any
term or condition related to the Stock Option Event (as defined below)),  (b) to
be a waiver  of, or  consent  to, a  modification  or  amendment  to any term or
provision of any Loan Document  specifically  consented to,  waived,  amended or
modified by this Consent on any other  occasion,  or (c) to prejudice  any other
right or rights  which the  Administrative  Agent or the Lenders may now have or
may have in the future under or in connection  with the Credit  Agreement or the
other Loan Documents or any of the instruments or agreements referred to therein
(including,  without limitation,  in connection with the Stock Option Event), as
the same may be amended or modified from time to time.  References in the Credit
Agreement to "this  Agreement"  (and indirect  references  such as  "hereunder",
"hereby",  "herein",  and  "hereof")  and in any  Loan  Document  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

          7.   Representations and Warranties/No Default.

          (a)  By its execution hereof,  each Credit Party hereby certifies that
(after  giving  effect  to this  Consent)  (i) each of the  representations  and
warranties  set forth in the Credit  Agreement  and the other Loan  Documents is
true and correct as of the date hereof as if fully set forth herein,  except for
any representation and warranty made as of an earlier date, which representation
and  warranty  shall remain true and correct as of such earlier date and (ii) no
Default  or Event of  Default  has  occurred  and is  continuing  as of the date
hereof, except, in each case, where such foregoing  certifications may be untrue
by reason of the issuance and dating of previously  issued stock options and the
accounting therefor, all as previously disclosed to the Administrative Agent and
in filings  with the  Securities  and  Exchange  Commission  (the "Stock  Option
Event").

          (b)  By its execution hereof,  each Credit Party hereby represents and
warrants that it has the right,  power and authority and has taken all necessary
corporate  action to authorize the execution,  delivery and  performance of this
Consent and each other document executed in connection herewith to which it is a
party in accordance with their respective terms.

          (c)  By its execution hereof,  each Credit Party hereby represents and
warrants  that this  Consent has been duly  executed  and  delivered by its duly
authorized  officers,  and each such document  constitutes the legal,  valid and
binding  obligation of such Credit  Party,  enforceable  in accordance  with its
terms except as such  enforceability  may be limited by bankruptcy,  insolvency,
reorganization,  moratorium or similar state or federal  debtor relief laws from
time to time in effect  which affect the  enforcement  of  creditors'  rights in
general and the availability of equitable remedies.

          8.   Governing  Law.  This Consent shall be governed by, and construed
in accordance with, the law of the State of North Carolina, without reference to
the conflicts or choice of law principles thereof.


                                       3
<PAGE>

          9.   Counterparts.  This  Consent  may be  executed  in any  number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an  original  and shall be binding
upon all parties,  their successors and assigns, and all of which taken together
constitute one and the same agreement.

          10.  Fax Transmission. A facsimile,  telecopy or other reproduction of
this Consent may be executed by one or more parties hereto, and an executed copy
of this Consent may be  delivered by one or more parties  hereto by facsimile or
similar  instantaneous  electronic  transmission  device  pursuant  to which the
signature  of or on behalf of such  party can be seen,  and such  execution  and
delivery shall be considered valid,  binding and effective for all purposes.  At
the request of any party hereto, all parties hereto agree to execute an original
of this Consent as well as any facsimile, telecopy or other reproduction hereof.


                           [Signature Pages To Follow]











                                        4

<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Consent to be duly
executed as of the date and year first above written.

                               FAMILY DOLLAR STORES, INC., as Borrower

                               By: /s/ R. James Kelly
                                   ---------------------------------------------
                                   Name: R. James Kelly
                                         ---------------------------------------
                                   Title: President and Chief Operating Officer
                                          --------------------------------------


                               FAMILY DOLLAR, INC., as Borrower

                               By: /s/ R. James Kelly
                                   ---------------------------------------------
                                   Name: R. James Kelly
                                         ---------------------------------------
                                   Title: President and Chief Operating Officer
                                          --------------------------------------


                               FAMILY DOLLAR SERVICES, INC., as Subsidiary
                               Guarantor

                               By: /s/ R. James Kelly
                                   ---------------------------------------------
                                   Name: R. James Kelly
                                         ---------------------------------------
                                   Title: President and Chief Operating Officer
                                          --------------------------------------


                               FAMILY DOLLAR OPERATIONS, INC., as  Subsidiary
                               Guarantor

                               By: /s/ R. James Kelly
                                   ---------------------------------------------
                                   Name: R. James Kelly
                                         ---------------------------------------
                                   Title: President and Chief Operating Officer
                                          --------------------------------------


                               FAMILY DOLLAR TRUCKING, INC., as Subsidiary
                               Guarantor

                               By: /s/ R. James Kelly
                                   ---------------------------------------------
                                   Name: R. James Kelly
                                         ---------------------------------------
                                   Title: President and Chief Operating Officer
                                          --------------------------------------

<PAGE>

                               AGENTS AND LENDERS:

                               WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Administrative Agent, Swingline Lender,
                               Fronting Bank and Lender


                               By: /s/ Jorge A. Gonzalez
                                   ---------------------------------------------
                                   Name: Jorge A. Gonzalez
                                         ---------------------------------------
                                   Title: Managing Director
                                          --------------------------------------







<PAGE>

                               BRANCH BANKING AND TRUST COMPANY, as Syndication
                               Agent and Lender

                               By: /s/ Stuart M. Jones
                                   ---------------------------------------------
                                   Name: Stuart M. Jones
                                         ---------------------------------------
                                   Title: Senior Vice President
                                          --------------------------------------








<PAGE>

                               REGIONS BANK, as Documentation Agent and Lender

                               By: /s/ Elaine B. Passman
                                   ---------------------------------------------
                                   Name: Elaine B. Passman
                                         ---------------------------------------
                                   Title: Vice President
                                          --------------------------------------










<PAGE>

                               U.S. BANK NATIONAL ASSOCIATION, as
                               Documentation Agent and Lender

                               By: /s/ Veronica Morrissette
                                   ---------------------------------------------
                                   Name: Veronica Morrissette
                                         ---------------------------------------
                                   Title: Vice President
                                          --------------------------------------











<PAGE>

                               BANK OF AMERICA, N.A., as Lender

                               By: /s/ Alexis MacElhiney
                                   ---------------------------------------------
                                   Name: Alexis MacElhiney
                                         ---------------------------------------
                                   Title: Director
                                          --------------------------------------












<PAGE>

                               NATIONAL CITY BANK, as Lender

                               By: /s/ Brian Strayton
                                   ---------------------------------------------
                                   Name: Brian Strayton
                                         ---------------------------------------
                                   Title: Senior Vice President
                                          --------------------------------------












<PAGE>

                               PNC BANK, NATIONAL ASSOCIATION, as Lender

                               By: /s/ Benjamin Kline
                                   ---------------------------------------------
                                   Name: Benjamin Kline
                                         ---------------------------------------
                                   Title: Officer
                                          --------------------------------------