**Exhibit3.1**

**RESTATED CERTIFICATE OF INCORPORATION OFFAMILY DOLLAR STORES, INC.**

FAMILY DOLLAR STORES, INC., a corporation organizedand existing under the General Corporation Law of the State of Delaware, doeshereby certify that:

1.               The originalCertificate of Incorporation was filed with the Secretary of State of Delawareon November 24, 1969, and the name under which it was originally incorporatedis Family Dollar Stores, Inc.

2.               The followingRestated Certificate of Incorporation was adopted by the Corporation’s Board ofDirectors in accordance with the provisions of Section 245 of the GeneralCorporation Law of the State of Delaware. 

3.               This RestatedCertificate of Incorporation only restates and integrates and does not furtheramend the original Certificate of Incorporation as hereinafter amended orsupplemented and there is no discrepancy between the original and RestatedCertificate of Incorporation, other than certain omissions as permitted bySection 245(c) of the General Corporation Law of the State of Delaware.

4.               The text of theRestated Certificate of Incorporation is as follows:

FIRST**: **The name of theCorporation (hereinafter referred to as the “Corporation”) is

**FAMILY DOLLAR STORES, INC.**

SECOND:  The registered office of the Corporation is tobe located at 229 South State Street, in the City of Dover, County of Kent, ZipCode 19901, in the State of Delaware. The name of the registered agent at such address is The Prentice-HallCorporation System, Inc..

THIRD: The purposeof the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of Delaware.

FOURTH: The totalnumber of shares of Stock which the Corporation shall have authority to issueis Six Hundred Million Five Hundred Thousand (600,500,000), of which FiveHundred Thousand (500,000) shares of the par value of $1.00 per share are to bePreferred Stock (hereinafter called the “Preferred Stock”) and Six HundredMillion (600,000,000) shares of the par value of $.10 per share are to beCommon Stock (hereinafter called the “Common Stock”).

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Shares of stock ofthe Corporation, whether with or without par value, of any class or classeshereby or hereafter authorized, may be issued by the Corporation from time totime for such consideration permitted by law as may be fixed from time to timeby the Board of Directors.  Said Boardshall have authority as provided by statute to determine that only a part ofthe consideration which shall be received by the Corporation for any of theshares of its stock which it shall issue from time to time shall be capital.

The PreferredStock may be issued from time to time in one or more series.  Each such series shall be designated so as todistinguish the shares thereof  from theshares of all other series and shall have such voting powers, full or limited,or no voting powers, and such designations, preferences and relativeparticipating, optional or other special rights, and qualifications,limitations or restrictions thereof, as shall be stated and expressed in theresolution or resolutions providing for the issue of such stock adopted by theBoard of Directors pursuant to authority expressly vested in it. The terms ofany series of Preferred Stock may vary from the terms of any other series ofPreferred Stock to the full extent now or hereafter permitted by the laws ofthe State of Delaware.

Authority ishereby expressly granted to and vested in the Board of Directors at any time orfrom time to time to issue the Preferred Stock as Preferred Stock of anyseries, and in connection with the creation of each such series, to fix, byresolution or resolutions providing for the issue of shares thereof, theauthorized number of shares of such series, which number may be increased,(unless otherwise provided by the Board of Directors in creating such series)or decreased (but not below the number of shares thereof then outstanding) fromtime to time by like action of the Board of Directors, the voting powers ofsuch series and the designations, rights, preferences, and relativeparticipating, optional or other special rights, and the qualifications,limitations or restrictions thereof, of such series.

No holder of anystock of the Corporation of any class now or hereafter authorized shall, assuch holder, be entitled as of right to purchase or to subscribe for any sharesof stock of the Corporation of any class or any series now or hereafterauthorized, or any securities convertible into or exchangeable for any suchshares, or any warrants, options, rights or other instruments evidencing rightsto purchase or subscribe for any such shares, whether such shares, securities,warrants, options, rights or other instruments be unissued, or issued andthereafter acquired by the Corporation.

Subject to thevoting powers, if any, which may be granted to any series of Preferred Stockand except as otherwise required by the General Corporation Law of Delaware,the 

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Common Stock shall haveexclusive voting powers for the election of Directors by stockholders and in respectof any other matters to be acted upon by stockholders of the Corporation.

FIFTH**:**The following provisions are inserted for the managementof the business and for the conduct of the affairs of the Corporation and fordefining and regulating the powers of the Corporation and its directors andstockholders and are in furtherance and not in limitation of the powersconferred upon the Corporation by statute:

(a)       Except as may otherwise be provided in theBy-laws, the Board of Directors may from time to time by resolution orresolutions adopted by a majority of the whole Board

(1)       authorize the payment of fees forattendance at meetings of the Board and all salaries or other compensation oramounts to all or any of the members of the Board, as such, in such amount oramounts, and payable in a lump sum or in such installments and at such times asthe Board shall determine as aforesaid, which salaries or other compensation oramounts may be in addition to any amounts payable to such member or members forattendance at meetings of the Board, and in addition to any fees, salaries, orother compensation or amounts which may be paid or payable to such member ormembers as a member of any committee or as an officer of the Corporation, or inany other capacity; and

(2)       fix the fees, salaries or othercompensation or amounts to be paid to the members of any committee created anddesignated by the Board in accordance with the By-laws or a resolution orresolutions adopted by a majority of the whole Board;

and anything in subparagraph (f) below in, or in anyother provision of, this Article to the contrary notwithstanding, anyresolution adopted by a majority of the whole Board as aforesaid shall be validfor all purposes whether or not any one or more directors affected, or intendedto be affected thereby, may have been included in such majority or vote or mayhave voted for such resolution or may be a member of any such committee or mayreceive any such fees, salaries, compensation or other amounts and whether ornot the presence of such director or directors at any meeting at which suchresolution is so passed is or was necessary to constitute a quorum thereat.

(b)       The Board of Directors shall have thepower and authority:

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(1)       to make, alter or repeal By-laws of theCorporation, except as otherwise provided in a By-law adopted by thestockholders entitled to vote; but By-laws so made, altered or adopted by thedirectors may be altered or repealed by such stockholders;

(2)       from time to time to determine to whatextent  and at what times and places andunder what conditions and regulations the accounts, books and records of theCorporation, or any of them, shall be open to the inspection of thestockholders; and no stockholder shall have any right to inspect any account orbook or document of the Corporation, except as conferred by the laws of theState of Delaware, unless and until authorized so to do by resolution of theBoard or of the stockholders of the Corporation;

(3)       from time to time to fix the compensationor additional compensation or other remuneration to be paid to any of theofficers, agents or employees of the Corporation for services rendered, or tobe rendered, and to adopt any plan or other arrangement that it may deemadvisable for determining the amounts of such compensation, additionalcompensation or other remuneration, including, without limiting the generalityof the foregoing, any plan or arrangement under which all or a part of theamounts so payable may be dependent upon the amount of the gross or net income,earnings or profits (consolidated or otherwise) of the Corporation, and/or anyone or more of its subsidiaries, upon such terms and conditions as the Boardmay fix;

(4)       to the full extent permitted or notprohibited by law, and without the consent of or other action by thestockholders, to authorize or create mortgages, pledges or other liens orencumbrances upon any or all of the assets, real, personal or mixed, andfranchises of the Corporation, including after-acquired property, and to exerciseall of the powers of the Corporation in connection therewith; and

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(5)       in addition to the power and authorityhereinbefore and by statute conferred upon it, to exercise all such powers anddo all such acts and things as may be exercised or done by the Corporation,subject nevertheless to the provisions of the laws of the State of Delaware, ofthis Certificate and of the By-laws of the Corporation, as the same may fromtime to time be amended.

(c)       Any director or officer may be removed atany time, with or without cause, by the affirmative vote, at any stockholders’meeting, of the holders of a majority of the outstanding stock of theCorporation entitled to vote thereat, or by such other vote and in such othermanner, with or without any stockholders’ meeting, as may be provided in theBy-laws of the Corporation.

(d)       Unless otherwise provided in theCertificate of Incorporation or in the Resolution or Resolutions providing forthe issue of any series of Preferred Stock adopted by the Board of Directors,at every meeting of the stockholders of the Corporation, each stockholderentitled to vote thereat may cast one vote in person or by proxy for each shareof stock held by such stockholder.

(e)       When and as authorized by the affirmativevote of the holders of a majority of the stock issued and outstanding entitledto vote thereon given at a stockholders’ meeting duly called for that purpose,or at the next annual meeting of the stockholders, provided the notice of thesaid annual meeting contains a notice of the proposed sale, lease orexchange  or when authorized by thewritten consent of the holders of a majority of the voting stock issued andoutstanding, the Board of Directors shall have power and authority to sell,lease or exchange all of the property and assets of the Corporation, includingits good will and its corporate franchises, upon such terms and conditions andfor such consideration, which may be in whole or in part shares of stock in,and/or other securities of, any other corporation or corporations, as the Boardof Directors shall deem expedient and for the best interests of theCorporation.

(f)        A director of the Corporation shall not,in the absence of fraud, be disqualified by his office from dealing orcontracting with the Corporation either as a vendor, purchaser or otherwise,nor, in the absence of fraud, shall any transaction or contract of theCorporation be void or voidable or affected by reason of the fact that anydirector, or any firm of which any director is a member or has a financialinterest, or any corporation of which any director is an officer, director orstockholder or has a financial interest, is in any way interested in such 

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transaction or contract;provided that at the meeting of the Board of Directors or of a committee thereofhaving authority in the premises, authorizing, approving or confirming saidcontract or transaction, the existence of an interest of such director, firm orcorporation is disclosed or is known and there shall be present a quorum of theBoard or of such committee, and such contract or transaction shall beauthorized, approved or confirmed in good faith by a majority of thedisinterested directors of the Board or members of such committee even thoughthe disinterested directors or members be less than a quorum.  A general notice spread upon the minutes of ameeting of the Board or of any committee thereof that a director is a member ofany firm or an officer, director or stockholder of any corporation, and is to beregarded as interested in any subsequent transaction with such firm orcorporation, shall be a sufficient disclosure under the foregoing provision,and after such general notice it shall not be necessary to give any specialnotice relating to any particular transaction with such firm or corporation.  Nor shall any director, nor any firm of whichany director is a member, nor any corporation of which any director is anofficer, director or stockholder, be liable to account to the Corporation forany profit realized from or through any such transaction or contract of theCorporation authorized, approved or confirmed as aforesaid by reason of thefact that such director or any firm of which he is a member, or any corporationof which he is a stockholder, director or officer, was interested in suchtransaction or contract.  Directors sointerested may be counted when present at meetings of the Board of Directors orof such committee for the purpose of determining the existence of a quorum.  Any contract, transaction or act of theCorporation or of the Board of Directors or of any committee thereof (whetheror not authorized, approved or confirmed as hereinbefore provided) which shallbe specifically approved or ratified in good faith by the holders of thecapital stock entitled to vote, at any annual meeting, or any special meetingcalled for such purpose, shall be as valid and as binding as though approvedand ratified by every stockholder of the Corporation; provided that thematerial facts as to such contract, transaction or act and as to the interestof any such director have been disclosed or are known to the stockholdersentitled to vote thereon.  In addition,no contract or transaction shall be void or voidable if the contract ortransaction is fair as to the Corporation as of the time it is authorized,approved or ratified by the Board of Directors, a committee thereof, or thestockholders.  Any director of theCorporation may be counted in determining the existence of a quorum at ameeting to consider any contract or transaction between the Corporation and anysubsidiary, parent or other affiliated corporation of which he is also adirector or officer and may vote upon any such contract or transaction, 

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which shall not beinvalid or otherwise affected by reason of his presence or his vote.

(g)       The Corporation may lend money to, orguarantee any obligation of, or otherwise assist any officer or other employeeof the Corporation or any of its subsidiaries, including any officer oremployee who is a director of the Corporation or any of its subsidiaries,whenever, in the judgment of the Directors, such loan, guaranty or assistancemay reasonably be expected to benefit the Corporation.  The loan, guaranty or other assistance may bewith or without interest, and may be unsecured, or secured in such manner asthe Board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the Corporation. Nothing herein or elsewhere contained shall be deemed to deny, limit orrestrict the powers of guaranty or warranty of the Corporation at common law orunder any statute.

(h)       Nothing contained in this Certificateshall be deemed to prohibit or restrict in any way the taking of any action bythe Board of Directors or any committee thereof through a meeting conducted bymeans of conference telephone or other similar communications equipment orwithout a meeting, pursuant to written consent, as and to the extent permittedby the General Corporation Law of the State of Delaware, as from time to timeamended.

(i)        The by-laws may contain provisions, inaddition to those herein set forth, relating to the management of the businessof the Corporation and the conduct of its affairs and further defining,limiting and regulating the powers of the Directors and of the stockholders.

SIXTH:  The Corporation reserves the right to amendthe provisions contained in this Certificate and in any certificate amendatoryhereof, and in any certificate setting forth the resolutions fixing the termsof or otherwise relating to any series of any class of stock, in the manner nowor hereafter prescribed by law, subject only to the restrictions, if any,contained in any such amendatory certificate or any such certificate fixing theterms of any series, and all rights conferred on stockholders or othershereunder or thereunder are granted subject to such reservation.

SEVENTH:  A director of the Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, except for liability (i) for anybreach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or which involveintentional misconduct 

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or a knowing violation oflaw, (iii) for the unlawful payment of dividends or unlawful stock purchasesunder Section 174 of the General Corporation Law of Delaware, or (iv) for anytransaction from which the director derived any improper personal benefit.  If after approval by the stockholders of thisprovision the General Corporation Law of Delaware is amended to authorizecorporate action further eliminating or limiting the personal liability ofdirectors, then the liability of a director of the Corporation shall beeliminated or limited to the fullest extent permitted by the General CorporationLaw of Delaware, as so amended.  Anyrepeal or modification of this Article by the stockholders of the Corporationshall be prospective only and shall not adversely affect any right orprotection of a director of the Corporation existing at the time or such repealor modification.

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IN WITNESS WHEREOF, this Restated Certificate ofIncorporation has been executed on behalf of the Corporation by its dulyelected Senior Vice President, General Counsel and Secretary this 8th day of November, 2006.
|                                |   |                             |
|-------------------------------------|--------|----------------------------------|
|                                     |   | /s/ Janet G. Kelly               |
|                                |   |    Janet G. Kelly |
|                                |   |                             |
|                                |   |                             |
| WITNESS:                            |   |                             |
| /s/ Michele  Hartsell               |   |                             |
|    Michele  Hartsell |   |                             |

 

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