As filed with the Securities and Exchange Commission on March 27, 1998

                                          Registration No. 333-
     
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                              
                              FORM S-8
                       REGISTRATION STATEMENT
                                Under
                       THE SECURITIES ACT OF 1933
                                                 

                       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.)

       10401 Old Monroe Road
       P. O. Box 1017
       Charlotte, North Carolina                   28201-1017
       (Address of Principal Executive Offices)    (Zip Code)

                     FAMILY DOLLAR STORES, INC.
                1989 Non-Qualified Stock Option Plan
                      (Full Title of the Plan)

                       GEORGE R. MAHONEY, JR.
       Executive Vice President-General Counsel and Secretary
                     Family Dollar Stores, Inc.
                            P.O. Box 1017
                     Charlotte, NC  28201-1017             
              (Name and address of agent for service)

           Telephone number, including
           area code, of agent for service... (704) 814-3252

                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of     Amount       Proposed Maximum   Proposed Maximum     Amount of
Securities   to be        Offering Price     Aggregate Offering   Registration
to be        Registered   Per Share (1)      Price (1)            Fee      
Registered
<S>          <C>          <C>                <C>                  <C>
Common
Stock, par
value $.10   3,000,000
per share    shares       $36.00             $108,000,000         $31,860.00
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and
     computed according to Rule 457(h) under the Securities Act of 1933, as
     amended, based on the average of the high and low sales prices of the
     Registrant's Common Stock, as reported by the New York Stock Exchange on
     March 23, 1998.
<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of Family Dollar
Stores, Inc. (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus.  Written requests for such copies
should be directed to the Corporate Secretary, Family Dollar
Stores, Inc., P. O. Box 1017, Charlotte, North Carolina 
28201-1017.  Telephone requests may be directed to
(704) 814-3276.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

         (a)  The Registrant's Annual Report on Form 10-K for
    the year ended August 31, 1997; 

         (b)  The Registrant's Quarterly Report on Form 10-Q for
    the quarter ended November 30, 1997;

         (c)  The description of the Registrant's Common Stock
    contained in its Registration Statement on Form 8-A, dated
    June 19, 1979, filed by the Registrant in connection with
    the listing of 4,430,000 of such shares on the New York
    Stock Exchange.

         All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effectiveness of this Registration Statement and prior to
the filing of a post-effective amendment hereto which either
indicates that all securities offered hereto have been sold or
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement
and the Prospectus and to be a part hereof and thereof from the
date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein or therein shall be deemed to be modified or superseded
for purposes of this Registration Statement and the Prospectus to
<PAGE>


the extent that a statement contained herein or therein or in any
other subsequently filed document which also is or is deemed to 
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement or the Prospectus.

         The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits
to such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Corporate Secretary, Family Dollar
Stores, Inc., P. O. Box 1017, Charlotte, North Carolina
28201-1017.  Telephone requests may be directed to
(704) 814-3276.


Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides
for the indemnification of officers and directors of the
Registrant in certain circumstances.  The circumstances under
which and the persons for whose benefit indemnification shall or
may be made are set forth in Exhibit 99.2 hereto and incorporated
by reference.  The indemnification provided for by the statute is
not exclusive of any other rights of indemnification.  Article
XIII of the Registrant's By-Laws provides for indemnification to
the fullest extent permitted by the laws of the State of
Delaware.  Pursuant to such By-Laws and as authorized by such
statute, the Registrant maintains insurance for directors and
officers of the Registrant against liability asserted against
such persons in such capacity whether or not the Registrant would
have the power to indemnify such officer or director against such
liability under the By-Laws or statute.

         Pursuant to Delaware law, the Certificate of Incorporation
of the Registrant provides that a director of the Registrant
shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends or unlawful
stock purchases under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.  
<PAGE>


Item 8. Exhibits.

    The following exhibits are filed with or incorporated by
    reference in this Registration Statement.

<TABLE>
<CAPTION>

       Exhibit No.  Description of Exhibit
          <S>       <C>
          3.1       Certificate of Amendment, dated
                    January 15, 1998, of Certificate of
                    Incorporation.

          5.1       Opinion of George R. Mahoney, Jr. as to
                    legality of securities to be registered.

         23.1       Consent of George R. Mahoney, Jr. (included
                    in Exhibit 5.1).

         23.2       Consent of Price Waterhouse LLP, independent
                    certified public accountants.

         99.1       1989 Stock Option Plan, amended as of
                    January 15, 1998.

         99.2       Provisions of Delaware law relating to
                    indemnification, incorporated by reference
                    to Exhibit 99.2 of Registrant's Registration
                    Statement on Form S-8, Registration No.
                    333-34611, effective August 29, 1997.

</TABLE>

Item 9.  Undertakings.

    A.   The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

                 (i)  To include any prospectus required by section
10(a)(3) of the Securities Act;

<PAGE>


                 (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;

                 (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;

Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.  

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

<PAGE>


         B.      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.  

         C.      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.  
<PAGE>


                            SIGNATURES

         The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Matthews and State
of North Carolina on the 26th day of March 1998.

                             FAMILY DOLLAR STORES, INC.

                             By: /s/ LEON LEVINE               
            LEON LEVINE
            Chairman of the Board

         Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 26th day of
March 1998, by the following persons in the capacities indicated.


/s/ LEON LEVINE                  Chairman of the Board,
    LEON LEVINE                  Treasurer (Principal Executive
                                 Officer) and Director

/s/ R. JAMES KELLY               Vice Chairman and Chief 
    R. JAMES KELLY               Financial Officer and Director

/s/ HOWARD R. LEVINE             President and Director
    HOWARD R. LEVINE

/s/ GEORGE R. MAHONEY, JR.       Executive Vice President and 
    GEORGE R. MAHONEY, JR.       Director

/s/ C. MARTIN SOWERS             Senior Vice President-Finance
    C. MARTIN SOWERS             (Principal Accounting Officer)

/s/ MARK R. BERNSTEIN     
    MARK R. BERNSTEIN            Director

/s/ JAMES H. HANCE, JR.   
    JAMES H. HANCE, JR.          Director

/s/ JAMES G. MARTIN       
    JAMES G. MARTIN              Director
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{"company-data": {"conformed-name": "FAMILY DOLLAR STORES INC", "cik": "0000034408", "assigned-sic": "5331", "irs-number": "560942963", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48751", "film-number": "98575340"}, "business-address": {"street1": "P O BOX 1017", "street2": "10401 OLD MONROE RD", "city": "CHARLOTTE", "state": "NC", "zip": "28201-1017", "phone": "7048476961"}}
As filed with the Securities and Exchange Commission on March 27, 1998

                                          Registration No. 333-
     
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                              
                              FORM S-8
                       REGISTRATION STATEMENT
                                Under
                       THE SECURITIES ACT OF 1933
                                                 

                       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.)

       10401 Old Monroe Road
       P. O. Box 1017
       Charlotte, North Carolina                   28201-1017
       (Address of Principal Executive Offices)    (Zip Code)

                     FAMILY DOLLAR STORES, INC.
                1989 Non-Qualified Stock Option Plan
                      (Full Title of the Plan)

                       GEORGE R. MAHONEY, JR.
       Executive Vice President-General Counsel and Secretary
                     Family Dollar Stores, Inc.
                            P.O. Box 1017
                     Charlotte, NC  28201-1017             
              (Name and address of agent for service)

           Telephone number, including
           area code, of agent for service... (704) 814-3252

                   CALCULATION OF REGISTRATION FEE
Title of     Amount       Proposed Maximum   Proposed Maximum     Amount of
Securities   to be        Offering Price     Aggregate Offering   Registration
to be        Registered   Per Share (1)      Price (1)            Fee      
Registered
Common
Stock, par
value $.10   3,000,000
per share    shares       $36.00             $108,000,000         $31,860.00
(1)  Estimated solely for the purpose of calculating the registration fee and
     computed according to Rule 457(h) under the Securities Act of 1933, as
     amended, based on the average of the high and low sales prices of the
     Registrant's Common Stock, as reported by the New York Stock Exchange on
     March 23, 1998.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of Family Dollar
Stores, Inc. (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus.  Written requests for such copies
should be directed to the Corporate Secretary, Family Dollar
Stores, Inc., P. O. Box 1017, Charlotte, North Carolina 
28201-1017.  Telephone requests may be directed to
(704) 814-3276.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

         (a)  The Registrant's Annual Report on Form 10-K for
    the year ended August 31, 1997; 

         (b)  The Registrant's Quarterly Report on Form 10-Q for
    the quarter ended November 30, 1997;

         (c)  The description of the Registrant's Common Stock
    contained in its Registration Statement on Form 8-A, dated
    June 19, 1979, filed by the Registrant in connection with
    the listing of 4,430,000 of such shares on the New York
    Stock Exchange.

         All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effectiveness of this Registration Statement and prior to
the filing of a post-effective amendment hereto which either
indicates that all securities offered hereto have been sold or
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement
and the Prospectus and to be a part hereof and thereof from the
date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein or therein shall be deemed to be modified or superseded
for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any
other subsequently filed document which also is or is deemed to 
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement or the Prospectus.

         The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits
to such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Corporate Secretary, Family Dollar
Stores, Inc., P. O. Box 1017, Charlotte, North Carolina
28201-1017.  Telephone requests may be directed to
(704) 814-3276.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides
for the indemnification of officers and directors of the
Registrant in certain circumstances.  The circumstances under
which and the persons for whose benefit indemnification shall or
may be made are set forth in Exhibit 99.2 hereto and incorporated
by reference.  The indemnification provided for by the statute is
not exclusive of any other rights of indemnification.  Article
XIII of the Registrant's By-Laws provides for indemnification to
the fullest extent permitted by the laws of the State of
Delaware.  Pursuant to such By-Laws and as authorized by such
statute, the Registrant maintains insurance for directors and
officers of the Registrant against liability asserted against
such persons in such capacity whether or not the Registrant would
have the power to indemnify such officer or director against such
liability under the By-Laws or statute.

         Pursuant to Delaware law, the Certificate of Incorporation
of the Registrant provides that a director of the Registrant
shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends or unlawful
stock purchases under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.
Item 8. Exhibits.

    The following exhibits are filed with or incorporated by
    reference in this Registration Statement.
Exhibit No.  Description of Exhibit
3.1       Certificate of Amendment, dated
                    January 15, 1998, of Certificate of
                    Incorporation.

          5.1       Opinion of George R. Mahoney, Jr. as to
                    legality of securities to be registered.

         23.1       Consent of George R. Mahoney, Jr. (included
                    in Exhibit 5.1).

         23.2       Consent of Price Waterhouse LLP, independent
                    certified public accountants.

         99.1       1989 Stock Option Plan, amended as of
                    January 15, 1998.

         99.2       Provisions of Delaware law relating to
                    indemnification, incorporated by reference
                    to Exhibit 99.2 of Registrant's Registration
                    Statement on Form S-8, Registration No.
                    333-34611, effective August 29, 1997.
Item 9.  Undertakings.

    A.   The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

                 (i)  To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii)  To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;

                 (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;

Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.  

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B.      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.  

         C.      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

         The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Matthews and State
of North Carolina on the 26th day of March 1998.

                             FAMILY DOLLAR STORES, INC.

                             By: /s/ LEON LEVINE               
            LEON LEVINE
            Chairman of the Board

         Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 26th day of
March 1998, by the following persons in the capacities indicated.

/s/ LEON LEVINE                  Chairman of the Board,
    LEON LEVINE                  Treasurer (Principal Executive
                                 Officer) and Director

/s/ R. JAMES KELLY               Vice Chairman and Chief 
    R. JAMES KELLY               Financial Officer and Director

/s/ HOWARD R. LEVINE             President and Director
    HOWARD R. LEVINE

/s/ GEORGE R. MAHONEY, JR.       Executive Vice President and 
    GEORGE R. MAHONEY, JR.       Director

/s/ C. MARTIN SOWERS             Senior Vice President-Finance
    C. MARTIN SOWERS             (Principal Accounting Officer)

/s/ MARK R. BERNSTEIN     
    MARK R. BERNSTEIN            Director

/s/ JAMES H. HANCE, JR.   
    JAMES H. HANCE, JR.          Director

/s/ JAMES G. MARTIN       
    JAMES G. MARTIN              Director