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**Form 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549**
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                   For the fiscal year ended September 1, 2001

                           _________________________

                         Commission File Number **1-6807

                           FAMILY DOLLAR STORES, INC.
             (Exact name of registrant as specified in its charter)**

              DELAWARE                               56-0942963
______________________________________  ________________________________________
    (State of incorporation)            (I.R.S. Employer Identification Number)

                             10401 Old Monroe Road
                      Matthews, North Carolina 28105
                    (Address of principal executive offices)

                                 P.O. Box 1017
                      Charlotte, North Carolina 28201-1017
                                **(Mailing Address)**

               Registrant's telephone number, including area code
                                  **704-847-6961**

                           _________________________

          Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
      Title of each class                         on which registered
______________________________________    ______________________________________
    Common Stock, $.10 Par Value                New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant based on the closing price of these shares on
the New York Stock Exchange on November 1, 2001, was approximately
$4,547,000,000.

The number of shares of the registrant’s Common Stock outstanding as of
November 1, 2001, was 172,391,464.
**DOCUMENTS INCORPORATED BY REFERENCE**
        Incorporated Documents
   (To the extent indicated herein)       Location in Form 10-K
______________________________________    ______________________________________
Annual Report to Stockholders for the     Part II (Items 5, 6, 7 and 8)
fiscal year ended September 1, 2001       Part IV (Item 14)

Proxy Statement dated November 21, 2001   Part III (Items 10, 11, 12 and 13)
for the Annual Meeting of Stockholders

**PART I**
ITEM 1.   BUSINESS

     The original predecessor of Family Dollar Stores, Inc., was organized in
1959 to operate a self-service retail store in Charlotte, North Carolina. In
subsequent years, additional stores were opened, and separate corporations
generally were organized to operate these stores. Family Dollar Stores, Inc.
(together with its direct and indirect subsidiaries and related entities
referred to herein as the "Company"), was incorporated in Delaware in 1969, and
all existing corporate entities became wholly-owned subsidiaries. Additional
stores continued to be opened and operated in direct and indirect subsidiaries
and related entities. Four indirect subsidiaries organized as North Carolina
corporations provide distribution, trucking, operations, marketing and other
services to the Company.
     The Company operates a chain of self-service retail discount stores. As of
November 1, 2001, there were 4,198 stores in 39 states and the District of
Columbia as follows:

 Texas             477   Alabama            141   Arizona              40
 Ohio              262   Indiana            132   Colorado             36
 North Carolina    258   Illinois           111   Connecticut          36
 Florida           233   Arkansas            97   Minnesota            26
 Georgia           232   Mississippi         93   Iowa                 23
 New York          186   West Virginia       93   Kansas               22
 Virginia          182   Oklahoma            87   Delaware             20
 Pennsylvania      180   Wisconsin           74   Maine                18
 Tennessee         176   Missouri            70   New Hampshire        18
 Michigan          173   Massachusetts       68   Nebraska             16
 Kentucky          156   Maryland            60   Rhode Island         14
 South Carolina    149   New Jersey          43   Vermont               7
 Louisiana         142   New Mexico          43   South Dakota          3
                                                  District of Columbia  1

     The number of stores operated by the Company at the end of each of its last
five fiscal years is as follows: 2,767 stores on August 31, 1997; 3,017 stores
on August 29, 1998; 3,324 stores on August 28, 1999; 3,689 stores on August 26,
2000; and 4,141 stores on September 1, 2001.
     During the fiscal year ended September 1, 2001, 50 stores were closed, 79
stores were relocated within the same shopping center or market area, 131 stores
were expanded in size and 184 stores were renovated. All of the stores are
occupied under leases, except 221 stores owned by the Company. (See "Properties"
herein.) The Company has announced plans to open approximately 525 stores and
close approximately 50 stores during the current fiscal year. Such plans are
continually reviewed and subject to change. From September 2, 2001, through
November 1, 2001, the Company opened 78 new stores, closed 21 stores, relocated
10 stores, expanded 18 stores and renovated 15 stores.
     As of November 1, 2001, the Company had in the aggregate approximately
34,300,000 square feet of total store space (including receiving rooms and other
non-selling areas). The typical store has approximately 7,000 to 9,000 square
feet of total area. The stores are in both rural and urban areas, and they are
typically freestanding or located in shopping centers with adequate parking
available. There also are storefront locations in urban markets. In the current
fiscal year, the Company continues to open large numbers of new stores in small
towns and rural areas, but increased emphasis is being given to potential
locations in those urban markets where the Company has experienced success. All
stores are similar in appearance and display highly visible red and white
"Family Dollar Stores" or "Family Dollar" signs.
     The Company's stores are operated on a self-service, cash-and- carry basis,
and low overhead permits the sale of merchandise at a relatively moderate
markup. During the fiscal year ended August 31, 1994, the Company began to
change its merchandising strategy from promotional pricing to everyday low
prices. Prices were reduced on many items and everyday low pricing was
implemented in all stores in the fiscal year ended August 31, 1995. No single
store accounted for more than one-tenth of one percent of sales during the
fiscal year ended September 1, 2001. Most of the stores are open six evenings a
week, and many are open on Sunday afternoons.
     The stores offer a variety of hardlines and softlines merchandise.
Hardlines merchandise includes primarily household chemical and paper products,
health and beauty aids, candy, snack and other food, electronics, housewares and
giftware, toys, stationery and school supplies, seasonal goods, hardware and
automotive supplies. Softlines merchandise includes men's, women's, boys',
girls' and infants' clothing, shoes, and domestic items such as blankets, sheets
and towels. During the fiscal year ended September 1, 2001, hardlines accounted
for approximately 74.5% of the Company's sales. Softlines accounted for
approximately 25.5% of sales (with hanging apparel and shoes representing 13.4%,
basic apparel 4.9% and domestics 7.2%).
     During the fiscal year ended September 1, 2001, nationally advertised brand
merchandise accounted for approximately 31% of sales, Family Dollar label
merchandise accounted for approximately 5% of sales and merchandise sold under
other labels, or which was unlabeled, accounted for the balance of sales.
Irregular merchandise accounted for less than one-half of 1% of sales during
such period. The Company does not accept credit cards or extend credit.
     During the fiscal year ended September 1, 2001, the Company continued to
adjust the merchandise selection in the stores. In recent years, more hardline
consumables, including brand names, have been added. To make room for the
additional hardlines, beginning in May 2000, space allocated to hanging apparel
was reduced by about 15% to 20%. New fixtures were installed in departments such
as giftware, artificial flowers and 2 for $1 greeting cards and aisles were
widened. This space reallocation program was completed in October 2000.
Subsequently, in the fourth quarter of the fiscal year ended September 1, 2001,
the Company began reducing space allocated to shoes. The reduction of shoe
inventories is continuing in the current fiscal year, with more hardline
consumables taking the space previously allocated to shoes.
     The Company has a policy of uniform pricing of most items in its stores. A
limited amount of merchandise in stores in the most competitive markets carries
lower prices and in stores in the least competitive markets with higher
operating costs carries higher prices. Most items of merchandise are priced
under $10.00. The Company advertises through circulars which are inserted in
newspapers or mailed directly to consumers' residences. As part of the Company's
plan to reduce expenses to support the program of price reductions on
merchandise in its stores, in the fiscal year ended August 31, 1995, the number
of advertising circulars distributed to consumers' homes or inserted in
newspapers was cut from 22 to 15. In the fiscal year ended August 31, 1996, the
number of advertising circulars distributed was reduced from 15 to 14. In the
fiscal years ended August 31, 1997, August 29, 1998, August 28, 1999, August 26,
2000, and September 1, 2001, 14, 9, 5, 5 and 3 advertising circulars,
respectively, were distributed. Circulars that are passed out in the stores also
continue to be utilized. Most items in the circulars are advertised at the
regular everyday low price.
      The Company purchases its merchandise from approximately 1,800 suppliers
and generally has not experienced difficulty in obtaining adequate quantities of
merchandise. Approximately 57% of the merchandise is manufactured in the United
States and substantially all such merchandise is purchased directly from the
manufacturer. Purchases of imported merchandise are made directly from the
manufacturer or from importers. No single supplier accounted for more than 5% of
the merchandise sold by the Company in the fiscal year ended September 1, 2001.
Each of the Company's 17 buyers specializes in the purchase of specific
categories of goods.
     During the fiscal year ended September 1, 2001, approximately 3% of the
merchandise purchased by the Company was shipped directly to its stores by the
manufacturer or importer. Most of the balance of the merchandise was received at
the Company's Distribution Centers in Matthews, North Carolina, West Memphis,
Arkansas, Warren County, Virginia, Duncan, Oklahoma, and Rowan County, Kentucky.
Merchandise is delivered to the stores from the Company's Distribution Centers
by Company-owned trucks and by common and contract carriers. During the fiscal
year ended September 1, 2001, approximately 80% of the merchandise delivered was
by common or contract carriers. As of September 1, 2001, the approximate average
distance between the Distribution Centers and the stores served by each facility
was as follows:
**Number of             Average
         Distribution Center          Stores Served           Distance**
         -------------------          -------------          ------------
         Matthews, NC                      842                  281
         West Memphis, AR                  828                  350
         Warren County, VA                 825                  293
         Duncan, OK                        824                  408
         Rowan County, KY                  822                  251
                                         -----                -----
              Totals                     4,141                  317

     The business in which the Company is engaged is highly competitive. The
principal competitive factors include location of stores, price and quality of
merchandise, in-stock consistency, merchandise assortment and presentation, and
customer service. The Company competes for sales and store locations in varying
degrees with national, regional and local retailing establishments, including
department stores, discount stores, variety stores, dollar stores, discount
clothing stores, drug stores, grocery stores, convenience stores, outlet stores,
warehouse stores and other stores. Many of the largest retail merchandising
companies in the nation have stores in areas in which the Company operates. The
relatively small size of the Company's stores permits the Company to open new
units in rural areas and small towns, as well as in large urban centers, in
locations convenient to the Company's low and middle income customer base. As
the Company's sales are focused on low priced, basic merchandise, the stores
offer customers a reasonable selection of competitively priced merchandise
within a relatively narrow range of price points.
     Generally, in a typical store the highest monthly volume of sales occurs in
December, and the lowest monthly volume of sales occurs in January and February.
     The Company maintains a substantial variety and depth of basic and seasonal
merchandise inventory in stock in its stores (and in distribution centers for
weekly store replenishment) to attract customers and meet their shopping needs.
Vendors' trade payment terms are negotiated to help finance the cost of carrying
this inventory. The Company must balance the value of maintaining high inventory
levels to meet customers' demands with the potential cost of having inventories
at levels that exceed such demands and that may be marked down in price in order
to sell.
     The Company is implementing a fully integrated system to improve inventory
management from the time the purchase order is placed with the supplier to the
time the customer purchases the goods at the cash register. In the initial
phases of this project the Company has upgraded all point-of-sale equipment;
formed an inventory control department; shifted to by item inventory counts at
all stores; and implemented a new inventory management system and a new demand
forecasting system for replenishment of distribution systems. In the spring of
2002, the Company will begin utilizing new software for automatic store
replenishment of basic merchandise and for forecast based allocation of
non-basic merchandise. These two systems will give the Company improved tools
which over time will help keep the stores in an optimum merchandise in-stock
position, reduce markdowns and improve inventory turnover.
     The Company has registered with the U. S. Patent and Trademark Office the
name "Family Dollar Stores" as a service mark.
     On September 1, 2001, the Company had approximately 18,000 full-time
employees and approximately 18,000 part-time employees. None of the Company's
employees are covered by collective bargaining agreements. The Company considers
its employee relations to be good.

ITEM 2.   PROPERTIES

     As of November 1, 2001, the Company operated 4,198 stores in 39 states and
the District of Columbia. See "Business" herein. With the exception of 221
stores owned by the Company, all of the Company's stores were occupied under
lease. Most of the leases are for fixed rentals. A large majority of the leases
contain provisions which may require additional payments based upon a percentage
of sales or property taxes, insurance premiums or common area maintenance
charges.
     Of the Company's 3,977 leased stores at November 1, 2001, all but 274
leases contain options to renew for additional terms; in most cases for a number
of successive five-year periods. The following table sets forth certain data, as
of November 1, 2001, concerning the expiration dates of all leases with renewal
options:
**Approximate Number of       Approximate Number of
                                Leases Expiring            Leases Expiring
                              Assuming No Exercise        Assuming Full Exercise
     Fiscal Years                of Renewal Options         of Renewal Options**
     ------------            ----------------------       ----------------------
     2002                               523                          0

     2003-2005                        2,103                          5

     2006-2008                          766                        189

     2009-2011                          311                        270

     2012 and thereafter                  0                      3,239

     Of the 221 Company-owned stores, 52 are located in Texas, 18 in North
Carolina, 17 in Indiana, 15 in Georgia, 12 in Virginia, 11 in Illinois, 10 each
in Ohio and Oklahoma, 8 in Arizona, 7 each in Michigan and Tennessee, 6 each in
Arkansas, Florida and West Virginia, 5 each in Kentucky and Louisiana, 4 each in
Alabama, Iowa, New Mexico and South Carolina, 3 in Minnesota, 2 each in
Mississippi and Missouri, and one each in Kansas, Nebraska and New Jersey. In
these owned stores, there are approximately 1,780,000 total square feet of
space.
     The Company also owns its Executive Offices and Distribution Center located
on a 64.5 acre tract of land in Matthews, North Carolina, just outside of
Charlotte, in a building containing approximately 810,000 square feet.
Approximately 740,000 square feet are used for the Distribution Center which
includes receiving, warehousing and shipping facilities, and approximately
70,000 square feet are used for Executive Offices.
     The Company owns a second full-service distribution center located on a 75
acre tract of land in West Memphis, Arkansas, in a building containing
approximately 850,000 square feet. This facility became operational in the
spring of 1994 with 550,000 square feet of space, and a 300,000 square foot
addition was substantially completed by the end of the Company's fiscal year on
August 31, 1996.
     The Company owns a third full-service distribution center located on a 75
acre tract of land in Warren County, Virginia, in a building containing
approximately 907,000 square feet. This facility became operational in January
1998.
     The Company owns a fourth full-service distribution center located on a 85
acre tract of land in Duncan, Oklahoma, in a building containing approximately
907,000 square feet. This facility became operational in July 1999.
     The Company owns a fifth full-service distribution center located on a 93.5
acre tract of land in Rowan County, Kentucky, in a building containing
approximately 907,000 square feet. This facility became operational in June
2000.
     The Company began construction of a sixth full-service distribution center
in the spring of 2001 on a 74 acre tract of land owned by the Company in
Maquoketa, Iowa. The building will contain approximately 907,000 square feet and
is expected to be operational by the spring of 2002.
     In November 1999, the Company purchased a 43.5 acre tract of land and the
improvements thereon in Matthews, North Carolina, adjacent to the Company's
existing Executive Offices and Distribution Center. The improvements include a
building with approximately 95,000 square feet of office space and approximately
190,000 square feet of distribution space.
     The Company owns and operates a fleet of tractor-trailers and trucks to
distribute merchandise to some of its stores.

ITEM 3.   LEGAL PROCEEDINGS
     The Company knows of no material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the Company is
a party or of which any of its property is subject.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     There were no matters submitted during the fourth quarter of the fiscal
year ended September 1, 2001, to a vote of security holders through the
solicitation of proxies or otherwise.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
     The following information is furnished with respect to each of the
executive officers of the Company as of November 1, 2001:

**Name                            Position and Office                     Age**
--------------------------------------------------------------------------------
  Leon Levine (1)                 Chairman of the Board                   64

  Howard R. Levine (2)            President and                           42
                                   Chief Executive Officer

  R. James Kelly (3)              Vice Chairman and                       54
                                   Chief Financial and
                                   Administrative Officer

  R. David Alexander, Jr. (4)     Executive Vice President and            44
                                   Chief Operating Officer

  George R. Mahoney, Jr. (5)      Executive Vice President-               59
                                   General Counsel and Secretary

  Bruce E. Barkus (6)             Senior Vice President-                  48
                                   Store Operations

  Charles S. Gibson, Jr. (7)      Senior Vice President-                  40
                                   Distribution and Logistics

  Gilbert A. LaFare (8)           Senior Vice President-                  55
                                   Real Estate

  Samuel N. McPherson (9)         Senior Vice President-                  56
                                   Human Resources

  Irving Neger (10)               Senior Vice President-                  50
                                   Softlines

  Albert S. Rorie (11)            Senior Vice President-                  51
                                   Information Technology

  John J. Scanlon (12)            Senior Vice President-                  52
                                   Merchandising and Advertising

  C. Martin Sowers (13)           Senior Vice President-                  43
                                       Finance

_____________________

     (1)  Mr. Leon Levine founded the Company’s business in 1959 and was
          its President, Chief Executive Officer and Treasurer from 1959 until
          September 1977 when he was elected Chairman of the Board, Chief
          Executive Officer and Treasurer. He served in these positions until
          August 1998 when he resigned as Chief Executive Officer and Treasurer.
          Leon Levine retains the position of Chairman of the Board. He is the
          father of Howard R. Levine.

     (2)  Mr. Howard R. Levine was employed by the Company in various capacities
          in the Merchandising Department from 1981 to 1987, including
          employment as Senior Vice President-Merchandising and Advertising.
          From 1988 to 1992, Mr. Levine was President of Best Price Clothing
          Stores, Inc., a chain of ladies’ apparel stores. From 1992 to
          April 1996, he was self-employed as an investment manager. He rejoined
          the Company in April 1996, and was elected Vice President-General
          Merchandise Manager: Softlines in April 1996, Senior Vice
          President-Merchandising and Advertising in September 1996, President
          and Chief Operating Officer in April 1997, and Chief Executive Officer
          in August 1998. He is the son of Leon Levine.

     (3)  Mr. R. James Kelly was employed by the Company as Vice Chairman-Chief
          Financial and Administrative Officer in January 1997. For more than
          five years prior to his employment by the Company, he was a partner
          with PricewaterhouseCoopers LLP.

     (4)  Mr. R. David Alexander, Jr. was employed by the Company as Senior Vice
          President-Distribution and Transportation in August 1995, and was
          promoted to Senior Vice President-Distribution and Logistics in
          September 1997, to Executive Vice President-Supply Chain and Real
          Estate in October 1999, and to Executive Vice President and Chief
          Operating Officer in August 2000.

     (5)  Mr. George R. Mahoney, Jr. was employed by the Company as General
          Counsel in October 1976. He was elected Vice President-General Counsel
          and Secretary in April 1977, Senior Vice President-General Counsel and
          Secretary in January 1984 and Executive Vice President-General Counsel
          and Secretary in October 1991.

     (6)  Mr. Bruce E. Barkus was employed by the Company in August 1999 as Vice
          President-Store Operations, and was promoted to Senior Vice
          President-Store Operations in June 2000. Prior to his employment by
          the Company, he was employed by Eckerd Corporation, a chain of drug
          stores, from 1978 to August 1999, where his last position was Regional
          Vice President.

     (7)  Mr. Charles S. Gibson, Jr. was employed by the Company as Vice
          President-Logistics in September 1997, and was promoted to Senior Vice
          President-Distribution and Logistics in October 1999. Prior to his
          employment by the Company, he was employed by Campo Electronics,
          Appliances and Computers, Inc. (“Campo”), a regional chain
          of electronics stores, from November 1994 to August 1997, where his
          last position was Chief Operating Officer and his previous position
          was Vice President-Logistics and Operations. Campo filed a petition
          under Chapter 11 of the Federal bankruptcy laws in June 1997.

     (8)  Mr. Gilbert A. LaFare was employed by the Company as Vice
          President-Real Estate in August 1992 and was promoted to Senior Vice
          President-Real Estate in September 2000.

     (9)  Mr. Samuel N. McPherson was employed by the Company as Senior Vice
          President-Human Resources in August 1999. Prior to his employment by
          the Company, he was employed by Raley’s, a supermarket and
          pharmacy retailer, from 1990 to August 1999, where his last position
          was Executive Vice President and Chief Human Resources Officer.

     (10) Mr. Irving Neger was employed by the Company in September 2000 as
          Senior Vice President-Softlines. Prior to his employment by the
          Company, he was employed by Pennsylvania Fashions, a chain of retail
          apparel stores, from 1995 to August 2000, where his last position was
          Senior Vice President-Merchandising.

     (11) Mr. Albert S. Rorie was employed by the Company in various capacities
          in the Data Processing area from March 1973 through January 1981,
          including employment as Director of Data Processing. Mr. Rorie was
          self-employed as a data processing consultant from January 1981
          through May 1982, when he rejoined the Company and was elected Vice
          President-Data Processing. He was elected Senior Vice President-Data
          Processing in January 1988 and Senior Vice President-Information
          Technology in September 1997.

     (12) Mr. John J. Scanlon was employed by the Company as Divisional Vice
          President in March 1992. Mr. Scanlon was elected Vice
          President-General Merchandise Manager: Hardlines in April 1996, and
          was elected Senior Vice President-Merchandising and Advertising in
          June 1998.

     (13) Mr. C. Martin Sowers was employed by the Company as an Accountant in
          October 1984 and was promoted to Assistant Controller in January 1985.
          He was elected Controller in January 1986, Vice President-Controller
          in July 1989 and Senior Vice President-Finance in December 1991.

     All executive officers of the Company are elected by and serve at the
pleasure of the Board of Directors.
**PART II**
ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

          The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
page 16 under the captions "Market Price and Dividend Information" and "Market
Prices and Dividends" and is incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

          The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 14 and 15 under the caption "Summary of Selected Financial Data" and is
incorporated herein by reference. The Company did not have any long-term debt at
the end of each of its last five fiscal years.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 14 through 16 under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK

          The Company is subject to market risk from exposure to changes in
interest rates based on its financing, investing and cash management activities.
The Company maintains unsecured revolving credit facilities at variable interest
rates to meet the short-term needs of its expansion program and seasonal
inventory increases.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 17 through 24 and is incorporated herein by reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURES

          None.
**PART III**
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          The information required by this item as to the Company's directors
and compliance by the Company's directors, executive officers and certain
beneficial owners of the Company's Common Stock with Section 16(a) of the
Securities Exchange Act of 1934 is included in the Company's proxy statement
dated November 21, 2001, on pages 5 through 8 under the caption "Election of
Directors" and on page 19 under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" and is incorporated herein by reference. The information
required by this item as to executive officers is included in Item 4A in Part I
of this report.

ITEM 11.  EXECUTIVE COMPENSATION

          The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on pages 9 through 17 under the caption
"Executive Compensation" and is incorporated herein by reference, except that
the "Report of the Audit Committee of the Board of Directors" on pages 15 and 16
is not incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on pages 3 through 5 under the caption
"Ownership of the Company's Securities" and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on page 17 under the caption "Related
Transactions" and is incorporated herein by reference.
**PART IV**
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  Documents filed as part of this report:

          1 and 2. Financial Statements and Financial Statement Schedules:

          The consolidated financial statements of Family Dollar Stores, Inc.,
          and subsidiaries which are incorporated by reference to the Annual
          Report to Stockholders for the fiscal year ended September 1, 2001,
          are set forth in the index on page 18 of this report.

          All schedules for which provision is made in the applicable accounting
          regulations of the Securities and Exchange Commission are not required
          under the related instructions, are inapplicable or the information is
          included in the consolidated financial statements, and therefore, have
          been omitted.

          The financial statements of Family Dollar Stores, Inc. (Parent
          Company) are omitted because the registrant is primarily a holding
          company and all subsidiaries included in the consolidated financial
          statements being filed, in the aggregate, do not have minority equity
          and/or indebtedness to any person other than the registrant or its
          consolidated subsidiaries in amounts which together exceed 5 percent
          of the total assets as shown by the most recent year-end consolidated
          balance sheet.

     3.   Exhibits:

     Exhibits incorporated by reference:

     3(a)  (i)      Certificate of Incorporation, dated November 24, 1969,
                    (filed as Exhibit 3(a) to the Company's Registration
                    Statement on Form S-1, No. 2-35468).

          (ii)      Certificate of Amendment, dated February 2, 1972, of
                    Certificate of Incorporation (filed as Exhibit 3(a)(ii) to
                    the Company's Form 10-K (File No. 1-6807) for the year ended
                    August 31, 1980).

          (iii)     Certificate of Amendment, dated January 23, 1979, of
                    Certificate of Incorporation (filed as Exhibit 2 to the
                    Company's Form 10-Q (File No. 1-6807) for the quarter ended
                    February 28, 1979).

          (iv)      Certificate of Amendment, dated January 20, 1983, of
                    Certificate of Incorporation (filed as Exhibit 4(iv) to the
                    Company's Registration Statement on Form S-3, No. 2-85343).

          (v)       Certificate of Amendment, dated January 16, 1986, of
                    Certificate of Incorporation (filed as Exhibit 3(a)(v) to
                    the Company's Form 10-K (File No. 1-6807) for the year ended
                    August 31, 1986).

          (vi)      Certificate of Amendment, dated January 15, 1987, of
                    Certificate of Incorporation (filed as Exhibit 3(a)(vi) to
                    the Company's Form 10-K (File No. 1-6807) for the year ended
                    August 31, 1987).

          (vii)     Certificate of Amendment, dated January 15, 1998, of
                    Certificate of Incorporation (filed as Exhibit 3.1 to the
                    Company’s Registration Statement on Form S-8, No.
                    333-48751).

     (b)            By-Laws, as amended on August 19, 1998 (filed as Exhibit
                    3(b) to the Company’s Form 10-K (File No. 1-6807) for the
                    year ended August 29, 1998).

*   10     (i)      Incentive Profit Sharing Plan amended as of January 16, 1997
                    (filed as Exhibit 10(ii) to the Company's Form 10-Q
                    (File No. 1-6807) for the quarter ended February 28, 1997).

*   10    (ii)      1989 Non-Qualified Stock Option Plan, amended as of
                    January 15, 1998 (filed as Exhibit 99.1 to the Company's
                    Registration Statement on Form S-8, No. 333-48751).

*   10   (iii)      Family Dollar Employee Savings and Retirement Plan and Trust
                    amended and restated as of January 1, 1987 (filed as Exhibit
                    10 (viii) to the Company's Form 10-K (File No. 1-6807)
                    for the year ended August 31, 1995).

*   10    (iv)      Amendment No. One dated January 15, 1996, to Family Dollar
                    Employee Savings and Retirement Plan and Trust
                    (filed as Exhibit 10(v) to the Company’s Form 10-K
                    (File No. 1-6807) for the year ended August 31, 1996).

*   10     (v)      Amendment No. 2, dated January 15, 1998, to Family Dollar
                    Employee Savings and Retirement Plan and Trust
                    (filed as Exhibit 10(ii) to the Company’s Form 10-Q
                    (File No. 1-6807) for the quarter ended February 28, 1998).

*   10    (vi)      Amendment No. 3, dated March 19, 1998, to Family Dollar
                    Employee Savings and Retirement Plan and Trust
                    (filed as Exhibit 10(iii) to the Company’s Form 10-Q
                    (File No. 1-6807) for the quarter ended February 28, 1998).

*   10   (vii)      Trust Agreement between Merrill Lynch Trust Company of North
                    Carolina, as Trustee, and the Company and Family Dollar,
                    Inc., as Employer, with respect to Family Dollar Employee
                    Savings and Retirement Plan and Trust (filed as Exhibit 10
                    to the Company’s Form 10-Q (File No. 1-6807) for the quarter
                    ended May 31, 1998.)

*   10  (viii)      Family Dollar 2000 Outside Directors Plan, as amended as of
                    January 18, 2001, (filed as Exhibit 10(ii) to the Company’s
                    Form 10-Q (File No. 1-6807) for the quarter ended March 3,
                    2001).

    10    (ix)      Amended and Restated Credit Agreement, dated as of May 31,
                    2001, between the Company and Family Dollar, Inc., as
                    Borrower, and Bank of America, N.A. (filed as Exhibit 10 to
                    the Company’s Form 10-Q (File No. 1-6807) for the quarter
                    ended June 2, 2001).

*   10     (x)      Employment Agreement dated December 17, 1996, between the
                    Company and R. James Kelly (filed as Exhibit 10(i) to the
                    Company’s Form 10-Q (File No. 1-6807) for the quarter ended
                    February 28, 1997).

*   10    (xi)      Amendment dated June 21, 1999, to the Employment Agreement
                    dated December 17, 1996, between the Company and R. James
                    Kelly (filed as Exhibit 10(ii) to the Company’s Form 10-K
                    (File No. 1-6807) for the year ended August 28, 1999).

*   10   (xii)      Employment Agreement dated April 29, 1997, between the
                    Company and Howard R. Levine (filed as Exhibit 10(i) to the
                    Company’s Form 10-Q (File No. 1-6807) for the quarter ended
                    May 31, 1997).

*   10  (xiii)      Amendment dated August 28, 1997, to the Employment
                    Agreement dated April 29, 1997, between the Company
                    and Howard R. Levine (filed as Exhibit 10(i) to the
                    Company’s Form 10-K (File No. 1-6807) for the year ended
                    August 31, 1997).

*   10   (xiv)      Amendment dated August 29, 1999, to the Employment Agreement
                    dated April 29, 1997, as amended, between the Company and
                    Howard R. Levine (filed as Exhibit 10(i) to the Company’s
                    Form 10-K (File No. 1-6807) for the year ended August 28,
                    1999).

*   10    (xv)      Amendment dated August 27, 2000, to the Employment Agreement
                    dated April 29, 1997, as amended, between the Company and
                    Howard R. Levine (filed as Exhibit 10(i) to the Company’s
                    Form 10-K (File No. 1-6807) for the year ended August 26,
                    2000).

*   10   (xvi)      Employment Agreement dated August 25, 2000, between the
                    Company and R. David Alexander, Jr. (filed as Exhibit 10(ii)
                    to the Company’s Form 10-K (File No. 1-6807) for the year
                    ended August 26, 2000).

    Exhibits filed herewith:

    10     (i)      Credit Agreement, dated as of August 7, 2001, between the
                    Company and Family Dollar, Inc., as Borrower, and First
                    Union National Bank.

*   10    (ii)      Amendment dated September 2, 2001, to the Employment
                    Agreement dated April 29, 1997, as amended, between the
                    Company and Howard R. Levine.

*   10   (iii)      Amendment dated September 2, 2001, to the Employment
                    Agreement dated December 17, 1996, as amended, between the
                    Company and R. James Kelly.

*   10    (iv)      Amendment dated September 2, 2001, to the Employment
                    Agreement dated August 25, 2000, between the Company and
                    R. David Alexander, Jr.

    11              Statement Re:  Computations of Per Share Earnings.

    13              Annual Report to Stockholders for the fiscal year ended
                    September 1, 2001 (only those portions specifically
                    incorporated by reference herein shall be deemed filed).

    21              Subsidiaries of the Company.

*   Exhibit represents a management contract or compensatory plan.

     (b)            No reports on Form 8-K have been filed by the Company during
                    the last quarter of the period covered by this report.

**FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
                                      Index**
     The consolidated financial statements of Family Dollar Stores, Inc., and
subsidiaries together with the report of PricewaterhouseCoopers LLP incorporated
in this report appear on the following pages of the Annual Report to
Stockholders for the fiscal year ended September 1, 2001.
**Page of the
                                                         Annual Report**
        Report of Independent Accountants                      17

        Consolidated Statements of Income                      17

        Consolidated Balance Sheets                            18

        Consolidated Statements of Shareholders'
        Equity                                                 19

        Consolidated Statements of Cash Flows                  20

        Notes to Consolidated Financial Statements            21-24

                              ___________________

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        FAMILY DOLLAR STORES, INC.
                                        (Registrant)

Date  November 16, 2001            By   Howard R. Levine            
                                        Howard R. Levine  
                                        President (Chief Executive Officer)  

                              ___________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
**Signature                  Title                            Date**
Leon Levine                Chairman of the Board and        November 16, 2001
Leon Levine                Director

Howard R. Levine           President and Director           November 16, 2001
Howard R. Levine           (Chief Executive Officer)

R. James Kelly             Vice Chairman-Chief              November 16, 2001
R. James Kelly             Financial Officer
                           and Director (Principal
                           Financial Officer)

R. David Alexander, Jr.    Executive Vice President         November 16, 2001
R. David Alexander, Jr.    and Director (Chief
                           Operating Officer)

George R. Mahoney, Jr.     Executive Vice President         November 16, 2001
George R. Mahoney, Jr.     and Director

C. Martin Sowers           Senior Vice President-           November 16, 2001
C. Martin Sowers           Finance (Principal
                           Accounting Officer)

Mark R. Bernstein          Director                         November 16, 2001
Mark R. Bernstein

Sharon Allred Decker       Director                         November 16, 2001
Sharon Allred Decker

James H. Hance, Jr.        Director                         November 16, 2001
James H. Hance, Jr.

James G. Martin            Director                         November 16, 2001
James G. Martin
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