**Exhibit 31.2**

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**CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER**

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

 

**I,R. James Kelly, Vice Chairman and Chief Financial Officer of Family DollarStores, Inc., certify that:**

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

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**2.       Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;**

 

**3.       Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant 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 or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;**

 

**b)       Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and**

 

**c)       Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or itreasonably likely to materially affect, the registrant’s internal control overfinancial 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 and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and**

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**(b)      Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.**

 

**Date: November 2, 2004**

 

 
| **/s/ R. James Kelly** |                                                                         |
|------------------------|------------------------------------------------------------------------------|
| ** **             | **R. James Kelly**                                                           |
| ** **             | **Vice Chairman and Chief Financial Officer  (Principal Financial Officer)** |
|                        |                                                                              |  |

 

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