Exhibit 10(iii) 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.
David Alexander, Jr. (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 dated August 25, 2000, as amended by Amendment to
Employment Agreement effective 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.Section 2 of the Agreement is deleted and the
following is substituted in lieu thereof:  2.     Employment.  The Employee shall be employed by the
Company and any Affiliate in the capacity provided for in Paragraph 3 for the
period commencing September 1, 2002, (the Commencement Date), and ending on
August 30, 2003, or upon the termination of this Agreement as provided in
Paragraph 6.  3.The first paragraph of Section 5.01 of the
Agreement is deleted and the following paragraph is substituted in lieu thereof:  5.01           In
consideration of the services to be rendered by the Employee pursuant to this
Agreement, the Company shall pay, or cause to be paid, to the Employee a weekly
base salary from September 1, 2002, to August 30, 2003, of $6,730.77
($350,000.00 per annum).  4.Subparagraphs (a) and (b) of Section 5.02 of
the Agreement are deleted and the following subparagraphs are substituted in
lieu thereof:  5.02.          In addition, the Employee shall be entitled to:  (a) 
Participate in the Companys Target Bonus Plan, as it may be amended or
modified in any respect, including achievement of established goals, as
Executive Vice President and Chief Operating Officer for the fiscal year
commencing September 1, 2002.  The
Target Bonus Plan generally will give the Employee the opportunity to earn a
bonus of up to fifty (50%) percent of the Employees base salary actually
received for services on and after September 1, 2002, through August 30, 2003,
for the fiscal year ending August 30, 2003, subject to the Companys
achievement of certain financial goals to be established, the Employees
performance, and all terms and conditions of the Target Bonus Plan as in effect
for such fiscal year; provided that the amount of bonus paid may not be
increased by the annual individual performance rating of the Employee by the
Chairman of the Board or President.  The
Employee acknowledges that he has received a copy of the form of the Target
Bonus Plan and Bonus Conditions and is familiar with the terms and conditions
thereof.  Nothing contained herein shall
limit the Companys right to alter, amend or terminate the Target Bonus Plan at   
    any time for any reason.  The
Employee further acknowledges that, as provided in the Target Bonus Plan, in
the event the Employee is not employed by the Company, for whatever reason, at
the time the bonus for the fiscal year is actually paid to participants in the
Target Bonus Plan following the end of the fiscal year, the Employee will not
be entitled to receive the bonus.  (b) 
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.       The
second paragraph of Section 6.02 of the Agreement is deleted and the following
paragraph is substituted in lieu thereof:  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 Section 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.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, INCAttest:By
  /s/ Howard R. LevinePresident/s/ George R. Mahoney, Jr.Secretary(Corporate
  Seal)/s/ R. David Alexander, Jr.
  (SEAL)R. David Alexander, Jr.Witness:/s/ Vivian M. Barbee    2