FAMILY DOLLAR STORES INC
10-Q/A, 2000-02-08
VARIETY STORES
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                              Form 10-Q/A

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended November 27, 1999

                                   OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


Commission File Number    1-6807



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



              DELAWARE                               56-0942963
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)              Identification No.)



P. O. Box 1017, 10401 Old Monroe Road
Charlotte, North Carolina                             28201-1017
(Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code     704-847-6961



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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

              Class                    Outstanding at December 31, 1999
   Common Stock, $.10 par value                  171,309,757 shares

<PAGE>


Part I - Financial Information

  Item 1 - Consolidated Condensed Financial Statements:

	This Amendment to the Form 10-Q of Family Dollar Stores, Inc. for
the quarterly period ended November 27, 1999, is being filed for
the purpose of correcting the number of shares outstanding at
December 31, 1999, as stated on the cover page, from 172,831,757
to 171,309,757.





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by
the undersigned thereunto duly authorized.


                                      FAMILY DOLLAR STORES, INC.
                                              (Registrant)


Date:  February 4, 2000               /s/ R. JAMES KELLY
                                      R. JAMES KELLY
                                      Vice Chairman


Date:  February 4, 2000               /s/ C. MARTIN SOWERS
                                      C. MARTIN SOWERS
                                      Senior Vice President-Finance







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