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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Family Dollar Stores, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
307000100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person:(1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 307000100 13G Page 2 of 5
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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CCMI - 13-3539843
CTC - 52-1576922
Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust Company, as Investment
Advisers for various fiduciary accounts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CCMI - Del.
CTC - NY
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 0 shares
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6 SHARED VOTING POWER
- 0 -
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7 SOLE DISPOSITIVE POWER
0 shares
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8 SHARED DISPOSITIVE POWER
- 0 -
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12 TYPE OF REPORTING PERSON*
CO, BK, IA
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</TABLE>
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CUSIP: 307000100
Page 3 of 5
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1. Security and Issuer
(a) Family Dollar Stores, Inc. (the "Company")
(b) Address: 10401 Old Monroe Road
P.O. Box 1017
Charlotte, North Carolina 28201-1017
Item 2. Identity and Background
(a) This Schedule 13G is being filed by (i) Chancellor Capital
Management, Inc., a Delaware corporation, whose principal business is the
provision of institutional investment management services and (ii) Chancellor
Trust Company, a New York State chartered trust company whose principal business
is the provision of institutional investment management services.
(b) The address of the principal place of business of Chancellor
Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue of the
Americas, New York, New York 10036.
(c) Chancellor Capital Management, Inc. is a Delaware corporation.
Chancellor Trust Company is a New York State chartered trust company.
(d) Common Stock
(e) CUSIP Number: 307000100
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(b) X Chancellor Trust Company is a Bank as defined in section 3(a)(6) of
the Act.
(e) X Chancellor Capital Management, Inc. is an Investment Adviser
registered under section 203 of the Investment Advisers Act of 1940.
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CUSIP: 307000100
Page 4 of 5
Item 4. Ownership
(a) For the month ended January 31, 1996, the aggregate number of
shares of the Company's common stock beneficially owned by Chancellor Capital
Management, Inc. and Chancellor Trust Company, as investment advisers for
various fiduciary accounts, is 0 shares.
(b) Percent of Class: 0% based upon 56,744,000 shares outstanding.
(c) Chancellor Capital Management, Inc. and Chancellor Trust Company,
as investment advisers for various fiduciary accounts, have sole power to vote
or to direct the vote, and sole power to dispose of or to direct the disposition
of, all of the shares reported in this Statement.
Item 5. Ownership of Five Percent or Less
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Chancellor Capital Management, Inc. and Chancellor Trust Company are
investment advisers for various fiduciary client accounts which are entitled to
receipt of dividends and to proceeds of the sale of the shares reported in this
Statement. The ownership interest of any such client accounts does not relate to
more than five percent of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Securities Being Reported by the Parent Holding Company
Not applicable.
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CUSIP: 307000100
Page 5 of 5
Item 8. Identification and Classification of Members of a Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 8, 1996
Signatures Chancellor Capital Management, Inc.
as Investment Adviser
By: /s/ JEFFREY TRONGONE
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JEFFREY TRONGONE
Chief Financial Officer
Chancellor Trust Company
as Investment Adviser
By: /s/ JEFFREY TRONGONE
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JEFFREY TRONGONE
Chief Financial Officer
