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FORM 10-K

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the fiscal year ended August 31, 2002

Commission File No. 1-6807

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

|Delaware(State of incorporation)                                                        |  | 56-0942963(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------------------------- |  | -------------------------------------------------
|10401 Old Monroe Road, Matthews, North Carolina(Address of principal executive offices) |  | 28105(Zip Code)                                  

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:

Title of each class

Name of each exchange
on which registeredCommon 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 ý     No o

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. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

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, 2002, was approximately $4,900,000,000.

The
number of shares of the registrant's Common Stock outstanding as of November 1, 2002, was 172,957,582.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Documents
(To the extent indicated herein)

Location in Form 10-KAnnual Report to Stockholders for the fiscal year ended August 31, 2002

Part II (Items 5, 6, 7 and 8)
Part IV (Item 15)Proxy Statement dated November 20, 2002 for the Annual Meeting of Stockholders

Part III (Items 10, 11, 12 and 13)


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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. Indirect subsidiaries and related entities provide distribution, trucking, operations,
merchandising, marketing and other services to the Company.

The
Company operates a chain of self-service retail discount stores. As of November 1, 2002, there were 4,636 stores in 41 states and the District of Columbia as
follows:

|Texas          |  | 537 |  | Alabama       |  | 144 |  | Connecticut          |  | 41
|-------------- |  | --- |  | ------------- |  | --- |  | -------------------- |  | --
|Ohio           |  | 290 |  | Illinois      |  | 121 |  | Minnesota            |  | 39
|North Carolina |  | 268 |  | West Virginia |  | 100 |  | Iowa                 |  | 26
|Florida        |  | 253 |  | Mississippi   |  | 100 |  | Kansas               |  | 23
|Georgia        |  | 248 |  | Oklahoma      |  | 98  |  | Delaware             |  | 21
|Michigan       |  | 213 |  | Arkansas      |  | 96  |  | Nebraska             |  | 21
|New York       |  | 209 |  | Wisconsin     |  | 83  |  | Maine                |  | 21
|Virginia       |  | 190 |  | Missouri      |  | 74  |  | New Hampshire        |  | 19
|Pennsylvania   |  | 187 |  | Massachusetts |  | 72  |  | Rhode Island         |  | 18
|Louisiana      |  | 179 |  | Arizona       |  | 71  |  | Utah                 |  | 10
|Tennessee      |  | 171 |  | Maryland      |  | 66  |  | South Dakota         |  | 8 
|Kentucky       |  | 164 |  | New Mexico    |  | 61  |  | Vermont              |  | 7 
|South Carolina |  | 147 |  | New Jersey    |  | 49  |  | District of Columbia |  | 1 
|Indiana        |  | 146 |  | Colorado      |  | 43  |  | Nevada               |  | 1 

The
number of stores operated by the Company at the end of each of its last five fiscal years is as follows: 3,017 stores on August 29, 1998; 3,324 stores on August 28,
1999; 3,689 stores on August 26, 2000; 4,141 stores on September 1, 2001; and 4,616 stores on August 31, 2002.

During
the fiscal year ended August 31, 2002, 50 stores were closed, 39 stores were relocated within the same shopping center or market area, 82 stores were expanded in size and
42 stores were renovated. All of the stores are occupied under leases, except 281 stores owned by the Company. (See "Properties" herein.) The Company has announced plans to open approximately 575
stores and close approximately 50 stores during the current fiscal year. Such plans are continually reviewed and subject to change. From September 1, 2002, through November 1, 2002, the
Company opened 49 new stores, closed 29 stores, relocated 12 stores, expanded 11 stores and renovated 20 stores.

As
of November 1, 2002, the Company had in the aggregate approximately 38,500,000 square feet of total store space (including receiving rooms and other non-selling
areas). The typical store has approximately 7,500 to 9,500 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. Historically, about 25% of the stores have been located in urban areas with populations above 75,000. In fiscal
2002, about 40% of new stores opened in urban markets, with particular emphasis on the large 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

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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 August 31, 2002.
The stores are open six days 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, candy, snack and other food, health and
beauty aids, 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 August 31, 2002, hardlines accounted for approximately 76.4% of the Company's
sales. Softlines accounted for approximately 23.6% of sales (with hanging apparel and shoes representing 12.4%, basic apparel 4.5% and domestics 6.7%).

During
the fiscal year ended August 31, 2002, nationally advertised brand merchandise accounted for approximately 33% of sales, Family Dollar label merchandise accounted for
approximately 3% 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-quarter of
1% of sales during such period. The Company does not accept credit cards or extend credit, but is testing the acceptance of debit cards in a limited number of stores.

During
the fiscal year ended August 31, 2002, 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. In the fourth quarter of the
fiscal year ended September 1, 2001, the Company began reducing space allocated to shoes. Approximately one-half of the shoe inventories were eliminated in a program that was
completed in January 2002, with more hardlines, including 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 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, September 1, 2001, and August 31, 2002, 14, 9, 5, 5, 3 and 2 advertising circulars, respectively, were distributed. The two circulars in
the fiscal year ended August 31, 2002, were distributed in December 2001, and the Company plans to eliminate one of the two circulars in December 2002. 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 62%
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 6% of the merchandise sold by the Company in the fiscal year ended August 31, 2002.

During
the fiscal year ended August 31, 2002, approximately 4% of the merchandise purchased by the Company was shipped directly to its stores by the manufacturer or importer. The
balance of the merchandise was received at the Company's distribution centers in Matthews, North Carolina; West

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Memphis, Arkansas; Warren County, Virginia; Duncan, Oklahoma; Rowan County, Kentucky; and Maquoketa, Iowa. 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 August 31, 2002, approxi-mately 80% of the merchandise delivered was by common or contract carriers. As of
August 31, 2002, the approximate average distance between the distribution centers and the stores served by each facility was as follows:

Distribution Center

Number of
Stores Served

Average
Distance (Miles)Matthews, NC

810

282West Memphis, AR

800

302Warren County, VA

778

303Duncan, OK

734

422Rowan County, KY

822

239Maquoketa, IA

672

346Totals

4,616

313


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 international, national, regional and local
retailing establishments, including discount stores, department 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 earliest planning stages to the time the purchase order is placed with the supplier through
the time the customer purchases the goods at the cash register. In the initial phases of this project the Company formed a merchandise planning department; 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 centers. In the
spring of 2002, the Company began 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
August 31, 2002, the Company had approximately 22,800 full-time employees and approximately 16,600 part-time employees. None of the Company's employees
are covered by collective bargaining agreements. The Company considers its employee relations to be good.

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ITEM 2.PROPERTIES

As of November 1, 2002, the Company operated 4,636 stores in 41 states and the District of Columbia. See "Business" herein. With the exception of
281 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 4,355 leased stores at November 1, 2002, all but 320 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, 2002, concerning the expiration dates of all leases with renewal options:

Fiscal Years

Approximate Number of
Leases Expiring
Assuming No Exercise
of Renewal Options

Approximate Number of
Leases Expiring
Assuming Full Exercise
of Renewal Options2003

670

02004-2006

2,147

62007-2009

541

1722010-2012

337

3412011 and thereafter

340

3,516


Of
the 281 Company-owned stores, 70 are located in Texas, 20 in North Carolina, 18 in Georgia, 17 in Indiana, 14 each in Ohio and Virginia, 11 each in Illinois and Louisiana, 10 each in
Arizona and Oklahoma, 9 each in Florida and Michigan, 8 in New Mexico, 7 each in Arkansas and Tennessee, 6 in Kentucky, 5 each in Alabama, Iowa and West Virginia, 4 each in Mississippi and South
Carolina, 3 each in Minnesota and Nebraska, 2 each in Kansas, Missouri and South Dakota, and 1 each in Colorado, New Jersey, New York, Utah and Wisconsin. In these owned stores, there
are approximately 2,250,000 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.

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, which is being used for
storage.

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The
Company also owns five additional full-service distribution centers described in the table below:

Facility SizeDistribution CenterLand

Building

Date OperationalWest Memphis, AR

75 acres

550,000 sq. ft.
300,000 sq. ft. addition

April 1994
August 1996Warren County, VA

75 acres

907,000 sq. ft.

January 1998Duncan, OK

85 acres

907,000 sq. ft.

July 1999Rowan County, KY

93.5 acres

907,000 sq. ft.

June 2000Maquoketa, IA

74 acres

907,000 sq. ft.

March 2002


The
Company began construction of a seventh full-service distribution center in the fall of 2002 on an 89.4-acre tract of land owned by the Company in Odessa,
Texas. The building will contain approximately 907,000 square feet and is expected to be operational by the fall of 2003.

The
Company owns and operates a fleet of tractor-trailers and trucks to distribute merchandise to some of its stores.

ITEM 3.LEGAL PROCEEDINGS

On January 30, 2001, Janice Morgan and Barbara Richardson, two individuals who have held the position of Store Manager for subsidiaries of the Company,
filed a Complaint against the Company in the United States District Court for the Northern District of Alabama. The Complaint has been amended to add as plaintiffs five more individuals who have held
the position of Store Manager for subsidiaries of the Company. Thereafter, notice of the pendency of the lawsuit was sent to 797 current and former Store Managers holding the position on or after
July 1, 1999. Approximately 180 of those have filed consent forms and joined the lawsuit as plaintiffs. The Court has granted the plaintiffs' motion for permission to send notice of the
pendency of the lawsuit to all other current and former Store Managers holding the position on or after July 1, 1999. The Complaint alleges that the Company violated the Fair Labor Standards
Act by classifying the plaintiffs and other similarly situated current and former Store Managers as "exempt" employees who are not entitled to overtime compensation. Plaintiffs seek to recover for
themselves, and also for other similarly situated current and former Store Managers who may wish to join this collective action, unpaid overtime compensation, prejudgment interest, liquidated damages,
an award of attorneys' fees, costs and expenses, and such other relief as the Court may deem proper. The lawsuit is currently in the early discovery phase and the amount of any potential loss cannot
be determined at this time. The Company is vigorously defending this action. While the outcome of any litigation is inherently uncertain, the Company believes that the Store Managers are "exempt"
employees under the Fair Labor Standards Act and have been properly compensated, and that the Company has meritorious defenses that should enable it to ultimately prevail.

The
Company is subject to legal proceedings and claims which arise in the ordinary course of business. The Company believes that the final disposition of these matters will not have a
material adverse effect on its financial position, results of operations or liquidity.

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 August 31, 2002, to a vote of security holders through the solicitation
of proxies or otherwise.

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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, 2002:

Name

Position and Office

AgeLeon Levine (1)

Chairman of the Board

65Howard R. Levine (2)

President and Chief Executive Officer

43R. James Kelly (3)

Vice Chairman and Chief Financial and Administrative Officer

55R. David Alexander, Jr. (4)

Executive Vice President and Chief Operating Officer

45George R. Mahoney, Jr. (5)

Executive Vice PresidentGeneral Counsel and Secretary

60Bruce E. Barkus (6)

Senior Vice PresidentStore Operations

49Charles S. Gibson, Jr. (7)

Senior Vice PresidentDistribution and Logistics

41Joshua R. Jewett (8)

Senior Vice PresidentChief Information Officer

33Gilbert A. LaFare (9)

Senior Vice PresidentReal Estate

56Samuel N. McPherson (10)

Senior Vice PresidentHuman Resources

57Irving Neger (11)

Senior Vice PresidentSoftlines

51Albert S. Rorie (12)

Senior Vice PresidentInformation Technology

52John J. Scanlon (13)

Senior Vice PresidentMerchandising and Advertising

53C. Martin Sowers (14)

Senior Vice PresidentFinance

44


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All
executive officers of the Company are elected by and serve at the pleasure of the Board of Directors.

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PART II

ITEM 5.MARKET FOR 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 August 31, 2002, on
page 18 under the captions "Market Price and Dividend Information" and "Market Prices and Dividends" and is incorporated herein by reference, and in the Company's proxy statement dated
November 20, 2002, on page 19 under the caption "Equity Compensation Plan Information" 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 August 31, 2002, 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 August 31, 2002, on
pages 14 through 18 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 August 31, 2002, on
pages 19 through 28 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 20, 2002, on pages 5 through 8
under the caption "Election of Directors" and on page 20 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.

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ITEM 11.EXECUTIVE COMPENSATION

The information required by this item is included in the Company's proxy statement dated November 20, 2002, on pages 8 through 16 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 page 14 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 20, 2002, 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 20, 2002, on page 16 under the caption "Related
Transactions" and is incorporated herein by reference.

PART IV

ITEM 14.CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of a date within 90 days prior to the filing date of this report, that the Company's disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such
reports is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.

There
were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

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ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K





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).(viii)

Certificate of Amendment, dated January 17, 2002, of Certificate of Incorporation filed as Exhibit 3(i) to the Company's Form 10-Q (File No. 1-6807) for the quarter ended March 2, 2002).


10

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(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)

Incentive Profit Sharing Plan, amended as of January 17, 2002 (filed as Exhibit 10(i) to the Company's Form 10-Q (File No. 1-6807) for the quarter ended March 2, 2002).*10 (iii)

1989 Non-Qualified Stock Option Plan, amended as of January 17, 2002 (filed as Exhibit 10(ii) to the Company's Form 10-Q (File No. 1-6807) for the quarter ended March 2, 2002).*10 (iv)

Family Dollar Employee Savings and Retirement Plan and Trust, amended and restated as of January 1, 2002 (filed as Exhibit 10 (iii) to the Company's Form 10-Q (File No. 1-6807) for the quarter ended
March 2, 2002).*10 (v)

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 (vi)

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 (vii)

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 (viii)

Letter Amendment dated as of May 31, 2002, between the Company and Family Dollar, Inc., as Borrower, and Bank of America, N.A., amending the Amended and Restated Credit Agreement dated as of May 31, 2001 (filed as
Exhibit 10(ii) to the Company's Form 10-Q (File No. 1-6807) for the quarter ended June 1, 2002).10 (ix)

Credit Agreement, dated as of August 7, 2001, between the Company and Family Dollar, Inc., as Borrower, and First Union National Bank (filed as Exhibit 10(i) to the Company's Form 10-K (File No. 1-6807) for
the year ended September 1, 2001).10 (x)

Letter Amendment dated May 1, 2002, between the Company and Family Dollar, Inc., as Borrower, and Wachovia Bank, N.A., amending the Credit Agreement dated as of August 7, 2001 (filed as Exhibit 10(iii) to the
Company's Form 10-Q (File No. 1-6807 for the quarter ended June 1, 2002).*10 (xi)

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).


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*10 (xii)

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 (xiii)

Amendment dated September 2, 2001, to the Employment Agreement dated December 17, 1996, as amended, between the Company and R. James Kelly, (filed as Exhibit 10(iii) to the Company's Form 10-K (File
No. 1-6807) for the year ended September 1, 2001).*10 (xiv)

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 (xv)

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 (xvi)

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 (xvii)

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 (xviii)

Amendment dated September 2, 2001, to the Employment Agreement dated April 29, 1997, as amended, between the Company and Howard R. Levine (filed as Exhibit 10(ii) to the Company's Form 10-K (File
No. 1-6807) for the year ended September 1, 2001).*10 (xix)

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).*10 (xx)

Amendment dated September 2, 2001, to the Employment Agreement dated August 25, 2000, between the Company and R. David Alexander, Jr. (filed as Exhibit 10(iv) to the Company's Form 10-K (File
No. 1-6807) for the year ended September 1, 2001).*10 (xxi)

Retirement Agreement dated September 30, 2002, between the Company and Leon Levine (filed as Exhibit 10 to the Company's Form 8-K (File No. 1-6807) dated October 2, 2002).




*10 (i)

Amendment dated September 1, 2002, to the Employment Agreement dated April 29, 1997, as amended, between the Company and Howard R. Levine.*10 (ii)

Amendment dated September 1, 2002, to the Employment Agreement dated December 17, 1996, as amended, between the Company and R. James Kelly*10 (iii)

Amendment dated September 1, 2002, to the Employment Agreement dated August 25, 2000, as amended, between the Company and R. David Alexander, Jr.


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11

Statement Re: Computations of Per Share Earnings.13

Annual Report to Stockholders for the fiscal year ended August 31, 2002 (only those portions specifically incorporated by reference herein shall be deemed filed).21

Subsidiaries of the Company.99.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.99.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.


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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 August 31, 2002.

Page of the Annual ReportReport of Independent Accountants

19Consolidated Statements of Income

19Consolidated Balance Sheets

20Consolidated Statements of Shareholders' Equity

21Consolidated Statements of Cash Flows

22Notes to Consolidated Financial Statements

23-28


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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 18, 2002 |  | By                                     

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             
|------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | -----------------
|                                                  |  |                                                                                  |  |                  
|/s/LEON LEVINELeon Levine                         |  | Chairman of the Board and Director                                               |  | November 18, 2002
|/s/HOWARD R. LEVINEHoward R. Levine               |  | President and Director
(Chief Executive Officer)                                 |  | November 18, 2002
|/s/R. JAMES KELLYR. James Kelly                   |  | Vice Chairman-Chief Financial Officer and Director
(Principal Financial Officer) |  | November 18, 2002
|/s/R. DAVID ALEXANDER, JR.R. David Alexander, Jr. |  | Executive Vice President and Director (Chief Operating Officer)                  |  | November 18, 2002
|/s/GEORGE R. MAHONEY, JR.George R. Mahoney, Jr.   |  | Executive Vice President and Director                                            |  | November 18, 2002
|/s/C. MARTIN SOWERSC. Martin Sowers               |  | Senior Vice President-Finance (Principal Accounting Officer)                     |  | November 18, 2002
|/s/MARK R. BERNSTEINMark R. Bernstein             |  | Director                                                                         |  | November 18, 2002
|/s/SHARON ALLRED DECKERSharon Allred Decker       |  | Director                                                                         |  | November 18, 2002
|/s/GLENN A. EISENBERGGlenn A. Eisenberg           |  | Director                                                                         |  | November 18, 2002
|/s/JAMES H. HANCE, JR.James H. Hance, Jr.         |  | Director                                                                         |  | November 18, 2002
|/s/JAMES G. MARTINJames G. Martin                 |  | Director                                                                         |  | November 18, 2002

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CERTIFICATION

I, Howard R. Levine, President and Chief Executive Officer of Family Dollar Stores, Inc., certify that:

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

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

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:
November 18, 2002

|/s/HOWARD R. LEVINEHoward R. Levine
President and Chief Executive Officer |  | 
|------------------------------------------------------------------------- |  | 

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CERTIFICATION

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

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

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

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:
November 18, 2002

|/s/R. JAMES KELLYR. James Kelly
Vice Chairman and Chief Financial Officer |  | 
|------------------------------------------------------------------------- |  | 

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