Exhibit 10(i)

STATE OF NORTH CAROLINA                         AMENDMENT TO
                                                EMPLOYMENT AGREEMENT
COUNTY OF MECKLENBURG



     THIS AMENDMENT, made and entered into effective the 27th day
of August 2000, by and between FAMILY DOLLAR STORES, INC., a Delaware
corporation (hereinafter referred to as the "Company"); and
Howard R. Levine (hereinafter referred to as the "Employee");

                       W I T N E S S E T H:

     WHEREAS, the Company and the Employee entered into an
Employment Agreement dated April 29, 1997, as amended by Amendments
to Employment Agreement dated August 28, 1997, August 19, 1998, and
August 29, 1999 (hereinafter referred to as the "Agreement"); and

     WHEREAS, the Company and the Employee desire to amend the
Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the Company and the Employee agree as follows:

     1.   Section 2 of the Agreement is deleted and the following
          is substituted in lieu thereof:

     "2.  Employment.  The Employee shall be employed by the
Company and any Affiliate in the capacity provided for in Paragraph 3
for the period commencing April 29, 1997, (the "Commencement Date"),
and ending on September 1, 2001, or upon the termination of this
Agreement as provided in Paragraph 6."

     2.   The first paragraph of Section 5.01 of the Agreement is
          deleted and the following paragraph is substituted in
          lieu thereof:

     "5.01.  In consideration of the services to be rendered by
the Employee pursuant to this Agreement, the Company shall pay, or
cause to be paid, to the Employee a weekly base salary from
August 27, 2000, to September 1, 2001, of $9,615.39 ($500,000 per
annum)."

     3.   Subparagraphs (a) and (b) of Section 5.02 of the
          Agreement are deleted and the following subparagraphs
          are substituted in lieu thereof:

     "5.02.  In addition, the Employee shall be entitled to:

             (a) Participate in the Company's Target Bonus Plan,
as it may be amended or modified in any respect, including
achievement of established goals, as President and Chief Executive



<PAGE>


Officer for the fiscal year commencing August 27, 2000.  The Target
Bonus Plan generally will give the Employee the opportunity to earn a
bonus of up to seventy-five (75%) percent of the Employee's base
salary actually received for services on and after August 27, 2000,
through September 1, 2001, for the fiscal year ending September 1,
2001, subject to the Company's achievement of certain financial goals
to be established, the Employee's performance, and all terms and
conditions of the Target Bonus Plan as in effect for such fiscal
year; provided that the amount of bonus paid may not be increased by
the annual individual performance rating of the Employee by the
Chairman of the Board.  The Employee acknowledges that he has
received a copy of the form of the Target Bonus Plan and Bonus
Conditions and is familiar with the terms and conditions thereof.
Nothing contained herein shall limit the Company's right to alter,
amend or terminate the Target Bonus Plan at any time for any reason.
The Employee further acknowledges that, as provided in the Target
Bonus Plan, in the event the Employee is not employed by the Company,
for whatever reason, at the time the bonus for the fiscal year is
actually paid to participants in the Target Bonus Plan following the
end of the fiscal year, the Employee will not be entitled to receive
the bonus.

               (b)  Take twenty days (exclusive of Saturdays, Sundays
and paid Company holidays) of vacation during the twelve month period
commencing August 27, 2000.  Vacation time will accrue ratably during
the course of said period and cannot be accumulated from year to
year, except that up to five days of vacation not taken in said
twelve month period may be carried over to the next twelve month
period."

        4.  At the end of the first paragraph of Section 6.02 of the
            Agreement, add the following paragraph:

            "In the event this Agreement is not terminated by the
Company or the Employee for any reason prior to September 1, 2001,
and the Company and the Employee do not agree in writing before
September 1, 2001, to extend the term of this Agreement beyond
September 1, 2001, or to enter into a new agreement to extend the
employment relationship beyond September 1, 2001, this Agreement
shall terminate automatically on September 1, 2001, which shall be
the Termination Date, and the Company shall pay to the Employee sixty
(60) days of the base salary set forth in Section 5.01 (which shall
constitute payment in full of the compensation due to the Employee
hereunder).  Any such payments shall be made in two (2) equal monthly
installments with the first installment due and payable not later
than thirty (30) days after the Termination Date."

	5.	After Section 6 of the Agreement, add the following
		paragraph:




<PAGE>


	"6A.   Target Bonus Plan.  Notwithstanding any other provision
of this Agreement, if the Company terminates this Agreement prior to
the end of the term of this Agreement on September 1, 2001, for
reasons other than for Cause, or if the Company and the Employee do
not agree in writing before September 1, 2001, to extend the term of
the Employee's employment by the Company beyond September 1, 2001,
the Employee shall be entitled to receive as a severance payment an
amount equal to the pro rata share of the bonus, or the full bonus,
as the case may be, if any, under and subject to the terms and
conditions of the Target Bonus Plan referred to in Section 5.02(a)
based on seventy-five (75%) percent of the Employee's base salary
actually received for the period from August 27, 2000, through the
Termination Date, or through September 1, 2001, if the Employee's
employment continues through that date.  This payment is equal to the
amount, if any, the Employee would have received following the end of
the fiscal year ended September 1, 2001, if the Target Bonus Plan did
not have a requirement that the Employee be employed by the Company
at the time the bonus is customarily paid.  Such payment shall be
made to the Employee on or about November 15 following the end of
said fiscal year."

     6.  All other terms and provisions of the Agreement shall
         remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
in triplicate, all as of the day and year first above written.

                               FAMILY DOLLAR STORES, INC.

Attest:
                               By     LEON LEVINE
                                      LEON LEVINE
                                      Chairman of the Board
GEORGE R. MAHONEY, JR.
GEORGE R. MAHONEY, JR.
Secretary

(Corporate Seal)

                                       HOWARD R. LEVINE
                                       HOWARD R. LEVINE (SEAL)

Witness:
JANICE B. BURRIS
JANICE B. BURRIS