<TABLE>
<CAPTION>
                 FAMILY DOLLAR STORES, INC. STATEMENT RE COMPUTATIONS OF PER SHARE EARNINGS

AS PRESENTED                                                       FY 2000                            FY 1999
                                                          BASIC          DILUTED             BASIC           DILUTED
<S>                                                     <C>            <C>                 <C>             <C>
AVERAGE SHARES OUTSTANDING FOR THE YEAR ENDED            171,697,772    171,697,772         172,511,199     172,511,199

INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE    $172,017,247   $172,017,247        $140,079,267    $140,079,267

NET INCOME                                              $172,017,247   $172,017,247        $140,079,267    $140,079,267

EARNINGS PER SHARE:
 INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE          $1.00          $1.00               $0.81           $0.81

 NET INCOME                                                    $1.00          $1.00               $0.81           $0.81

PRO FORMA DILUTION IMPACT OF COMMON STOCK EQUIVALENTS

ADDITIONAL WEIGHTED AVERAGE SHARES FROM ASSUMED EXERCISE
  AT THE BEGINNING OF THE YEAR OF DILUTIVE STOCK OPTIONS                  3,942,539                           3,981,238

WEIGHTED AVERAGE SHARES ASSUMED REPURCHASED FROM
  ASSUMED PROCEEDS OF EXERCISES USING TREASURY STOCK
  METHOD (AVERAGE MARKET PRICE)                                         (2,991,524)                          (2,658,087)

NET PRO FORMA COMMON STOCK EQUIVALENT INCREMENTAL SHARES                   951,015                            1,323,151

PERCENTAGE DILUTION FROM PRO FORMA COMMON
  STOCK EQUIVALENT INCREMENTAL SHARES                                        0.55%                                0.77%

TOTAL COMMON STOCK AND COMMON STOCK EQUIVALENTS                        172,648,787                          173,834,350

INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                  $172,017,247                         $140,079,267

NET INCOME                                                            $172,017,247                         $140,079,267

PRO FORMA EARNINGS PER SHARE (INCLUDING DILUTIVE
  COMMON STOCK EQUIVALENTS):

  INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                       $1.00                                $0.81

  NET INCOME                                                                 $1.00                                $0.81

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<CAPTION>

                                                                                                      FY 1998
                                                                                              BASIC           DILUTED
                                                                                           <C>             <C>
                                                                                            172,008,335     172,008,335

                                                                                           $103,287,925    $103,287,925

                                                                                           $103,287,925    $103,287,925

                                                                                                  $0.60           $0.60

                                                                                                  $0.60           $0.60




                                                                                                              3,710,285



                                                                                                             (2,494,985)

                                                                                                              1,215,300


                                                                                                                  0.71%

                                                                                                            173,223,635

                                                                                                           $103,287,925

                                                                                                           $103,287,925



                                                                                                                  $0.60

                                                                                                                  $0.60
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