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 August 28, 1999
                          Commission File No. 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)                       (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:
                                            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 10, 1999, was approximately
$2,803,000,000.

The number of shares of the registrant's Common Stock outstanding as of
November 10, 1999, was 172,884,307.

                     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 August 28, 1999         Part IV (Item 14)

Proxy Statement dated November 24, 1999   Part III (Items 10, 11, 12 and 13)
for the Annual Meeting of Stockholders



<PAGE>
                                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, 1999, there were 3,371 stores in 39 states and the
District of Columbia as follows:

<TABLE>
<CAPTION>

<S>             <C>     <C>               <C>   <C>                   <C>
Texas           357     Indiana           114   New Mexico            27
North Carolina  232     Louisiana         103   Connecticut           24
Ohio            214     Illinois           95   Kansas                22
Georgia         204     West Virginia      93   Delaware              18
Florida         185     Mississippi        79   Iowa                  17
Virginia        158     Arkansas           76   Rhode Island          13
Tennessee       156     Missouri           63   New Hampshire         13
Pennsylvania    150     Oklahoma           60   Minnesota             11
Michigan        131     Massachusetts      56   Nebraska              11
Kentucky        131     Wisconsin          51   Arizona                7
New York        131     Maryland           49   Maine                  7
Alabama         124     New Jersey         29   Vermont                6
South Carolina  122     Colorado           28   South Dakota           3
                                                District of Columbia   1
</TABLE>

     The number of stores operated by the Company at the end of each of its
last five fiscal years is as follows:  2,416 stores on August 31, 1995;
2,581 stores on August 31, 1996; 2,767 stores on August 31, 1997; 3,017
stores on August 29, 1998; and 3,324 stores on August 28, 1999.

     During the fiscal year ended August 28, 1999, 59 stores were
closed, 55 stores were relocated within the same shopping center or market
area, 52 stores were expanded in size and 350 stores were renovated.  All
of the stores are occupied under leases, except 135 stores owned by the
Company. (See "Properties" herein.)  The Company has announced plans to
open approximately 400 to 425 stores and close approximately 50 stores
during the current fiscal year.  Such plans are continually reviewed and
subject to change.  From August 29, 1999, through November 1, 1999, the



<PAGE>

Company opened 53 new stores, closed 6 stores, relocated 5 stores, expanded
12 stores and renovated 39 stores.  All stores opening in the fiscal year
ending August 26,2000, will have the interior store layout that has been
utilized in all new stores opened since September 1, 1995.  This layout
features increased emphasis on seasonal and promotional goods, improved
presentation of merchandise, lower fixtures and wider aisles for an
attractive, customer-friendly shopping environment.

     As of November 1, 1999, the Company had in the aggregate
approximately 27,100,000 square feet of total store space (including
receiving rooms and other non-selling areas).  The typical store has
approximately 6,000 to 8,000 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.  As of November 1,
1999, there were approximately 1,700 stores located in communities with
populations of less than 15,000; approximately 680 stores in communities
with populations of 15,000 to 50,000; and approximately 991 stores in
communities with populations of over 50,000.  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, in the face
of increasing competition, 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-eighth of one percent of sales during the fiscal year
ended August 28, 1999.  Most of the stores are open six evenings a week,
and many are open on Sunday afternoons.

     The stores offer a variety of merchandise including men's, women's,
boys', girls' and infants' clothing, shoes, domestics, household products,
health and beauty aids, toys, school supplies, candy, snack and other food,
electronics, housewares, giftware, paint, automotive supplies and seasonal
goods.  During the fiscal year ended August 28, 1999, soft goods, including
wearing apparel, shoes, linens, blankets, bedspreads and curtains,
accounted for approximately 31 percent of the Company's sales.  During the
fiscal year ended August 28, 1999, nationally advertised brand merchandise
accounted for approximately 27 percent of sales, Family Dollar label
merchandise accounted for approximately 5 percent of sales and merchandise
sold under other labels, or which was unlabeled, accounted for the balance
of sales.  Irregular merchandise accounted for less than 1 percent of sales
during such period.  The Company does not accept credit cards or extend
credit.

     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



<PAGE>

consumers' residences, and also advertises to a limited degree in
newspapers.  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, and August 28, 1999, 14, 9 and 5
advertising circulars, respectively, were distributed.  Advertising
circulars that are passed out in the stores also continue to be utilized.
An increasing number of items in the circulars are being advertised at the
regular everyday low price.  In the fiscal year ending August 26, 2000, the
current plan is to distribute 4 or 5 circulars.

     The Company purchases its merchandise from approximately 1,825
suppliers and generally has not experienced difficulty in obtaining
adequate quantities of merchandise.  Approximately 55 percent 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 1.5 percent of the
merchandise sold by the Company in the fiscal year ended August 28, 1999.
Each of the Company's 20 buyers specializes in the purchase of specific
categories of goods.

     During the fiscal year ended August 28, 1999, approximately
2 percent 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, and
Duncan, Oklahoma.  Merchandise is delivered to the stores from the
Company's Distribution Centers by Company-owned trucks and by common and
contract carriers.  During the last fiscal year, approximately 78 percent
of the merchandise delivered was by common or contract carriers.  As of
August 28, 1999, the average distance between the Distribution Center in
Matthews and the approximately 980 stores served by that facility was
approximately 294 miles; the average distance between the Distribution
Center in West Memphis and the approximately 1,024 stores served by that
facility was approximately 390 miles; the average distance between the
Distribution Center in Warren County and the approximately 922 stores
served by that facility was approximately 341 miles; and the average
distance between the Distribution Center in Duncan and the approximately
398 stores served by that facility was approximately 353 miles.

     During all or a portion of the fiscal year ended August 28, 1999,
the Company also operated satellite distribution buildings in Memphis,
Tennessee, and Salisbury, North Carolina.  High volume, bulk items of
merchandise are shipped by vendors directly to these facilities and then
delivered to the stores by contract carriers.

     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




<PAGE>

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 low-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 has registered with the U. S. Patent and Trademark Office
the name "Family Dollar Stores" as a service mark.

     On August 28, 1999, the Company had approximately 14,900 full-time
employees and approximately 13,400 part-time employees.  Approximately 850
additional employees were hired on a temporary basis for the 1998 Christmas
season.  None of the Company's employees are covered by collective bargain-
ing agreements.  The Company considers its employee relations to be good.


ITEM 2.	PROPERTIES

     As of November 1, 1999, the Company operated 3,371 stores in 39
states and the District of Columbia.  See "Business" herein.  With the
exception of 135 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 3,236 leased stores at November 1, 1999, all but
185 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, 1999, concerning the expiration dates of
all leases with renewal options:



<PAGE>

<TABLE>
<CAPTION>
                     Approximate Number of         Approximate Number of
                       Leases Expiring               Leases Expiring
                     Assuming No Exercise          Assuming Full Exercise
  Fiscal Years         of Renewal Options            of Renewal Options

  <S>                        <C>                           <C>
  2000                         418                             0

  2001-2003                  1,776                            11

  2004-2006                    685                           121

  2007-2009                    169                           274

  2010 and thereafter            3                         2,645

</TABLE>

     Of the 135 Company-owned stores, 18 are located in Texas, 16 in North
Carolina, 13 in Georgia, 12 in Indiana, 11 in Virginia, 9 in Illinois, 7 in
Tennessee, 6 in Ohio, 5 each in Arkansas and Michigan, 4 each in Alabama,
South Carolina, West Virginia, Florida, Kentucky and Louisiana, 2 each in
Iowa, Mississippi and Oklahoma, and one each in New Jersey, Missouri and
Kansas.  In these owned stores, there are approximately 1,065,000 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 of which 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 leases 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.  Under the lease, the Company has the
option to purchase the land and the distribution facility.  Construction of
the facility began in November 1998 and it became operational in July 1999.
The estimated cost for the land, building, equipment and related




<PAGE>

services was $50 million.  The aggregate of the lease payments and the
purchase price is approximately $50 million, substantially all of which has
been paid.  The Company expects to exercise the purchase option during the
current fiscal year.

     Construction began in August 1999 on a fifth full-service
distribution center on a 93.5 acre tract of land owned by the Company in
Rowan County, Kentucky.  This facility will be owned by the Company and
will contain approximately 907,000 square feet.  The plan is to begin
shipping merchandise from this facility to stores in the summer of 2000.
The estimated cost for the land, building, equipment and related services
is $53 million.  This project is expected to be financed with cash flow
from current operations and, if necessary, short-term borrowing under the
Company's bank lines of credit.

     During all or a portion of the fiscal year ended August 28, 1999, the
Company leased buildings in Memphis, Tennessee (approximately 270,000
square feet) and Salisbury, North Carolina (approximately 300,000 square
feet) to serve as satellite distribution facilities.  The Company also
leased another building in Charlotte (approximately 78,000 square feet) for
storage.  During all or a portion of the current fiscal year, the Company
is leasing the 270,000 square foot space in Memphis and the 300,000 square
foot space in Salisbury.  The 78,000 square foot space in Charlotte also
currently is being leased for storage.

     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 majority of the office space and the entire distribution space are
leased back to the seller for approximately one year from the date of
purchase.

     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 August 28, 1999, to a vote of security holders through
the solicitation of proxies or otherwise.



<PAGE>

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, 1999:

<TABLE>
<CAPTION>

     Name                          Position and Office            Age

<S>                            <C>                                <C>
Leon Levine (1)                Chairman of the Board              62

Howard R. Levine (2)           President and                      40
                                Chief Executive Officer

R. James Kelly (3)             Vice Chairman                      52

George R. Mahoney, Jr. (4)     Executive Vice President-          57
                                General Counsel and Secretary

R. David Alexander, Jr. (5)    Executive Vice President-          42
                                Supply Chain and
                                Real Estate

Charles S. Gibson, Jr. (6)     Senior Vice President-             38
                                Distribution and Logistics

Samuel N. McPherson (7)        Senior Vice President-             54
                                Human Resources

Albert S. Rorie (8)            Senior Vice President-             49
                                Information Technology

John J. Scanlon (9)            Senior Vice President-             50
                                Merchandising and Advertising

C. Martin Sowers (10)          Senior Vice President-             41
                                Finance

Phillip W. Thompson (11)       Senior Vice President-             50
                                Store Operations

Gilbert A. LaFare (12)         Vice President-                    53
                                Real Estate

</TABLE>

(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




<PAGE>

	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. 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.

 (5)	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, and to Executive Vice President-Supply
        Chain and Real Estate in October 1999.  Prior to his
        employment by the Company, he was employed by Northern
        Automotive Co., Inc., a chain of discount automotive
        supply stores, from June 1993 to August 1995, where he
        was Senior Vice President-Distribution and
        Transportation.

 (6)	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


<PAGE>

	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. Prior to his employment by Campo, he
        was employed by Big B, Inc., a drug store chain, from
        August 1991 to November 1994 where he was Vice
        President-Logistics.

(7)     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, when his last position was
        Executive Vice President and Chief Human Resources
        Officer.

(8)     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.

(9)     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.

(10)	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.

(11)	Mr. Phillip W. Thompson was employed by the Company in
        January 1984 in the Store Operations Department.  He was
        elected Vice President-Store Operations in January 1985, and
        Senior Vice President-Store Operations in January 1992.

(12)	Mr. Gilbert A. LaFare was employed by the Company in August
        1992 as Vice President-Real Estate.

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




<PAGE>

                              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 August 28, 1999, 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 August 28, 1999, 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 28, 1999, 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 bank lines of credit at variable
interest rates to meet the short-term needs of its expansion program and
seasonal inventory increases.  These bank lines were not utilized in
fiscal 1999.

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 28, 1999, 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.




<PAGE>

                                  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 24, 1999, on pages 4 through 7 under the caption "Election of
Directors" and on page 15 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 24, 1999, on pages 7 through 14 under the
caption "Executive Compensation" and is 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 24, 1999, on pages 3 and 4 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 24, 1999, on page 14 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 August 28, 1999,
          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.



<PAGE>

        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).



<PAGE>

*   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) Credit Agreement, dated as of March 31, 1996, between the
                Company and NationsBank, N.A.,(filed as Exhibit 10 to the
                Company's Form 10-Q (File No. 1-6807) for the quarter ended
                May 31, 1996).

    10     (ix) Amendment No. 1, dated as of March 26, 1997, to the Credit
                Agreement, dated as of March 31, 1996, between the Company and
                NationsBank, N.A. (filed as Exhibit 10(i) to the Company's Form
                10-Q (File No. 1-6807) for the quarter ended November 30,
                1997).

    10      (x) Amendment No. 2, dated as of December 31, 1997, to the Credit
                Agreement, dated as of March 31, 1996, between the Company and
                NationsBank, N.A. (filed as Exhibit 10(ii) to the Company's
                Form 10-Q (File No. 1-6807) for the quarter ended November 30,
                1997).

    10     (xi) Amendment, dated as of November 19, 1998, to the Credit
                Agreement, dated as of March 31, 1996, between the Company,
                Family Dollar, Inc. and NationsBank, N.A. (filed as Exhibit
                10(i) to the Company's Form 10-K (File No. 1-6807) for the year
                ended August 29, 1998).

    10    (xii) Letter Agreement dated March 25, 1999, among NationsBank, N.A.,
                the Company and Family Dollar, Inc., amending Credit Agreement,
                dated as of March 31, 1996, as amended, among NationsBank,
                N.A., the Company and Family Dollar, Inc. (filed as Exhibit
                10(i) to the Company's Form 10-Q (File No. 1-6807) for the
                quarter ended February 27, 1999).

*   10   (xiii) 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).



<PAGE>

*   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).

   Exhibits filed herewith:

*   10      (i) Amendment dated August 29, 1999, to the Employment Agreement
                dated April 29, 1997, as amended, between the Company and
                Howard R. Levine.

*   10     (ii) Amendment dated June 21, 1999, to the Employment Agreement
                dated December 17, 1996, between the Company and
		R. James Kelly.

    11          Statement Re:  Computations of Per Share Earnings.

    13          Annual Report to Stockholders for the fiscal year ended
                August 28, 1999 (only those portions specifically incorporated
                by reference herein shall be deemed filed).

    21          Subsidiaries of the Company.

    27          Financial Data Schedule

   *  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.



<PAGE>


              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 28, 1999.

<TABLE>
<CAPTION>
                                                     Page of the
                                                    Annual Report

        <S>                                             <C>
        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

</TABLE>



<PAGE>

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 19, 1999    	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 19, 1999
LEON LEVINE                   Director


HOWARD R. LEVINE              President and Director          November 19, 1999
HOWARD R. LEVINE              (Chief Executive Officer)


R. JAMES KELLY                Vice Chairman-Chief             November 19, 1999
R. JAMES KELLY                Financial and Administrative
                              Officer and Director
                              (Principal Financial Officer)


GEORGE R. MAHONEY, JR.        Executive Vice President        November 19, 1999
GEORGE R. MAHONEY, JR.        and Director


C. MARTIN SOWERS              Senior Vice President-          November 19, 1999
C. MARTIN SOWERS              Finance (Principal
                              Accounting Officer)


MARK R. BERNSTEIN             Director                        November 19, 1999
MARK R. BERNSTEIN


SHARON ALLRED DECKER          Director                        November 19, 1999
SHARON ALLRED DECKER


JAMES H. HANCE, JR.           Director                        November 19, 1999
JAMES H. HANCE, JR.


JAMES G. MARTIN               Director                        November 19, 1999
JAMES G. MARTIN