**Exhibit 31.1**

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**CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER**

**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

**I,Howard R. Levine, Chairman of the Board and Chief Executive Officer of FamilyDollar Stores, Inc., certify that:**

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**1.             I have reviewed this annual reporton Form 10-K of Family Dollar Stores, Inc.;**

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**2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;**

 

**3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;**

 

**4.             The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand have:**

 

**a)             Designed such disclosure controls and procedures orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;**

 

**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**

 

**c)             Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or it reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and**

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**5.             The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):**

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**(a)           All significant deficiencies andmaterial weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and**

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**(b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.**

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**Date: November 2, 2004**

 

 
| **/s/ Howard R. Levine** |                                                                                  |
|--------------------------|---------------------------------------------------------------------------------------|
| ** **               | **Howard R. Levine**                                                                  |
| ** **               | **Chairman of the Board and Chief Executive  Officer  (Principal Executive Officer)** |
|                          |                                                                                       |  |

 

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