Exhibit 10(i)

STATE OF NORTH CAROLINA                         AMENDMENT TO
                                                EMPLOYMENT AGREEMENT
COUNTY OF MECKLENBURG



     THIS AMENDMENT, made and entered into effective the 29th day
of August 1999, by and between FAMILY DOLLAR STORES, INC., a Delaware
corporation (hereinafter referred to as the "Company"); and
Howard R. Levine (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 April 29, 1997, as amended by Amendments
to Employment Agreement dated August 28, 1997 and August 19, 1998,
(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.  In the first line of Section 1.01 of the Agreement after
         the word "corporation" add "or other entity".

     2.  In the eighth line of Section 1.04 of the Agreement after
         the words "New Mexico" add ", Arizona".

     3.  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 April 29, 1997, (the "Commencement Date"),
and ending on August 26, 2000, or upon the termination of this
Agreement as provided in Paragraph 6."

     4.  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 (i) from the
Commencement Date to August 31, 1997, of $5,769.24 ($300,000.00
per annum), (ii) from September 1, 1997, to August 19, 1998, of
$6,250.00 ($325,000.00 per annum), (iii) from August 20, 1998,
to August 28, 1999, of $7,211.54 ($375,000.00 per annum), and (iv)
from August 29, 1999, to August 26, 2000, of $8,635.85 ($450,000.00
per annum)."



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     5.  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 President, for the fiscal years
commencing September 1, 1996, and September 1, 1997, and as President
and Chief Executive Officer for the fiscal years commencing
August 30, 1998 and August 29, 1999.  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 April 29, 1997, through August 31, 1997, for
the fiscal year ending August 31, 1997, and up to fifty (50%) percent
of the Employee's base salary actually received for services on and
after September 1, 1997, through August 19, 1998, and up to
seventy-five (75%) percent of the Employee's base salary actually
received for services on and after August 20, 1998, through
August 31, 1998, for the fiscal year ending August 29, 1998, up to
seventy-five (75%) percent of the Employee's base salary actually
received for services on and after August 30, 1998, through
August 28, 1999, for the fiscal year ending August 28, 1999, and up
to seventy-five (75%) percent of the Employee's base salary actually
received for services on and after August 29, 1999, through
August 26, 2000, for the fiscal year ending August 26, 2000, 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 each 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.  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 August 29, 1999.  Vacation time will accrue ratably during
the course of said period and cannot be accumulated from year to
year."

       6.  At the end of the first paragraph of Section 6.02 of the
           Agreement, add the following paragraph:



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           "In the event this Agreement is not terminated by the
Company or the Employee for any reason prior to August 26, 2000, and
the Company and the Employee do not agree in writing before
August 26, 2000, to extend the term of this Agreement beyond
August 26, 2000, or to enter into a new agreement to extend the
employment relationship beyond August 26, 2000, this Agreement shall
terminate automatically on August 26, 2000, 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."

       7.  After Section 6 of the Agreement, add the following
           paragraph:

       "6A.   Target Bonus Plan.  Notwithstanding any other provision
of this Agreement, if the Company terminates this Agreement prior to
the end of the term of this Agreement on August 26, 2000, for reasons
other than for Cause, or if the Company and the Employee do not
agree in writing before August 26, 2000, to extend the term of the
Employee's employment by the Company beyond August 26, 2000, the
Employee shall be entitled to receive as a severance payment an
amount equal to the pro rata share of the bonus, or the full bonus,
as the case may be, if any, under and subject to the terms and
conditions of the Target Bonus Plan referred to in Section 5.02(a)
based on seventy-five (75%) percent of the Employee's base salary
actually received for the period from August 29, 1999, through the
Termination Date, or through August 26, 2000, if the Employee's
employment continues through that date.  This payment is equal to the
amount, if any, the Employee would have received following the end of
the fiscal year ended August 26, 2000, if the Target Bonus Plan did
not have a requirement that the Employee be employed by the Company
at the time the bonus is customarily paid.  Such payment shall be
made to the Employee on or about November 15 following the end of
said fiscal year."

       8.  All other terms and provisions of the Agreement shall
           remain in full force and effect.



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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    LEON LEVINE
                                     Chairman of the Board
GEORGE R. MAHONEY, JR.
Secretary

(Corporate Seal)
                                      HOWARD R. LEVINE (SEAL)

Witness:
ALICE R. BARRIER