Exhibit 10(ii) STATE OF NORTH CAROLINA
  
  AMENDMENT TOEMPLOYMENT
  AGREEMENTCOUNTY OF MECKLENBURG
   THIS AMENDMENT, made and entered into
effective the 1st day of September 2002, by and between FAMILY DOLLAR STORES,
INC., a Delaware corporation (hereinafter referred to as the Company); and R.
James Kelly (hereinafter referred to as the Employee);  W I T N E S S E T H:  WHEREAS, the Company and the Employee entered
into an Employment Agreement effec-tive December 17, 1996, as amended by
Amendments to Employment Agreement effective June 21, 1999, and September 2,
2001, (hereinafter referred to as the Agreement); and  WHEREAS, the Company and the Employee desire
to amend the Agreement;  NOW, THEREFORE, in consideration of the
mutual covenants herein contained, the Company and the Employee agree as
follows:  1.Section 1.04 of the Agreement is amended by adding
Utah to the list of states constituting the Present Territory.  2.In the fifth line of Section 2 of the Agreement delete
the date August 31, 2002 and substitute in lieu thereof the date August 30,
2003.  3.In
the fourth line of Section 5.01 of the Agreement delete the date August 31,
2002 and substitute in lieu thereof the date August 30, 2003.  4.Section
5.02 (c) of the Agreement is deleted and the following is substituted in lieu
thereof:  (c)
Take twenty days (exclusive of Saturdays, Sundays and paid Company holidays) of
vacation during the twelve month period commencing September 1, 2002.  Vacation time will accrue ratably during the
course of said period and cannot be accumulated from year to year except that
up to five days of vacation not taken in said twelve month period may be
carried over to the next twelve month period.  5.Section 6.02 of the Agreement is deleted and the following is substituted
in lieu thereof:  6.02.  Upon termination of this Agreement by the
Company, other than for Cause, except for the provisions of Paragraph 4, the
Employees employment under the terms of this Agreement and all other agreements
and contracts between the Employee, the Company and the Companys Affiliate and
subsidiary corporations, shall be terminated effective on the Termination
Date.  In the event the Company
terminates this Agreement prior to August 30, 2003, for reasons other than for
Cause or Medical Disability, the Company shall pay to the Employee one hundred
eighty (180) days of the base salary set forth in Paragraph 5.01 above (which
shall constitute payment in full of the compensation due to the Employee
hereunder).  Any such payments shall be
made in six (6) equal monthly installments with the first installment due and
payable not later than thirty (30) days after the Termination Date.  Payments made by the Company to the Employee
under this Paragraph 6.02 are herein called Termination Compensation.  In the event the Employee accepts or begins
other employment as an employee, consultant or in any other capacity prior to
the date on which the last monthly installment of Termination Compensation is
due and payable, the monthly payments of any unpaid balance of the Termination
Compensation as of the date of such new employment shall be (i) eliminated if
the monthly base salary and all other monthly remuneration and compensation
from the new employment exceeds the monthly base salary of the Employee in
effect on the date of the notice, or (ii) reduced to the amount by which the
monthly base salary of the Employee in effect on the date of the notice exceeds
the monthly base salary and all other monthly remuneration and compensation
from the new employment.  The Employee
agrees to pursue reasonable, good faith efforts to obtain other employment in a
position suitable to his background and experience.   
    In the event this
Agreement is not terminated by the Company or the Employee for any reason prior
to August 30, 2003, and the Company and the Employee do not agree in writing
before August 30, 2003, to extend the term of this Agreement beyond August 30,
2003, or to enter into a new agreement to extend the employment relationship
beyond August 30, 2003, this Agreement shall terminate automatically on August
30, 2003, which shall be the Termination Date, and the Company shall pay to the
Employee sixty (60) days of the base salary set forth in Paragraph 5.01 (which
shall constitute payment in full of the compensation due to the Employee
hereunder).  Any such payments shall be
made in two (2) equal monthly installments with the first installment due and
payable not later than thirty (30) days after the Termination Date.  6.       In Section 8 of the Agreement in the
fourth line, delete the date August 31, 2002 and substitute in lieu thereof
the date August 30, 2003.  7.       In Section 11 of the Agreement change the
address to which notices or other communications are to be given to Employee
from 3400 Royden Place, Charlotte, NC 
28226 to 5128 Fairlawn Crescent Court, Charlotte, NC  28226.  8.All other terms and provisions of the Agreement shall remain in full
force and effect.   IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate,
all as of the day and year first above written.  FAMILY
  DOLLAR STORES, INC.Attest
  By
  /s/ Howard R. LevinePresident/s/ George R. Mahoney, Jr.Secretary(Corporate
  Seal)/s/ R. James Kelly
  (SEAL)R. James KellyWitness:/s/
  Janice B. Burris   2