SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 1)
FAMILY DOLLAR STORES INC.FAMILY DOLLAR STORES INC. (Name of Issuer)
Common StockCommon Stock
 (Title of Class of Securities)
307000109307000109
(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).
(Continued on following pages(s))
CUSIP NO.
307000109
13G
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NationsBank Corporation
56-0906609
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 North Carolina Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
5,810,441
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,887,889
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,893,541
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.36
12
TYPE OF REPORTING PERSON *
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO.
307000109
13G
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NationsBank, N.A. (South)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 U.S. National Banking Association
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
18,628
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
17,428
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,628
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 .03
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO.
307000109
13G
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 NationsBank, N.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. National Banking Association
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
5,686,263
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,764,911
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,769,363
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.15
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO.
307000109
13G
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 NationsBank of Texas, N.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. National Banking Association
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
105,550
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
105,550
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,550
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 .19
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1(a) Name of Issuer:
FAMILY DOLLAR STORES INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 1017
Charlotte, N.C. 28201-1017
Item 2(a) Name of Person(s) Filing:
(a) NationsBank Corporation
 (b) NationsBank, N.A. (South)
(c) NationsBank, N.A.
(d) NationsBank of Texas, N.A.
Item 2(b) Address of Principal Business Office or, if none, Residence:
(a) 101 South Tryon Street, NationsBank Plaza, Charlotte, North Carolina 28255
(b) 600 Peachtree Street, NE, 55th Floor, Atlanta, Georgia 30308
(c) 110 South Tryon Street, NationsBank Plaza, Charlotte, North Carolina 28255
(d) 901 Main Street, Dallas, Texas 75202
Item 2(c) Citizenship:
(a) North Carolina corporation
(b) U.S. National Banking Association
 (c) U.S. National Banking Association
(d) U.S. National Banking Association
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
307000109
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), 
check whether the person filing is a:
(a)
Broker or Dealer registered under Section 15 of the Act
(b)
X
Bank as defined in Section 3(a)(6) of the Act
(c)
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
Investment Company registered under Section 8 of the Investment
Company Act
(e)
Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940
(f)
Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or Endowment 
Fund; see Sub-section 240.13d-1(b)(1)(ii)(F) (g)
X
Parent Holding Company in accordance with Sub-section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h)
X
Group, in accordance with Sub-section 240.13d-1(b)(1)(ii)(H)
The following entities are holding companies:
NationsBank Corporation
The following entities are banks:
NationsBank, N.A. (South)
NationsBank, N.A.
NationsBank of Texas, N.A.
The following entities are registered investment advisors:
Item 4 Ownership:
With respect to the beneficial ownership of the reporting entity as of 
12/31/96, see Items 5 through 11, inclusive, of the respective cover 
pages of this Schedule 13G applicable to such entity which are incorporated 
herein by reference.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof 
the reporting person has ceased to be the beneficial owner of more than five 
percent of the class of securities, check the following 
Item 6 Ownership of More Than Five Percent on Behalf of Another Person: The 
reported shares are held in various fiduciary accounts, and accordingly, 
dividends and the proceeds of such shares are payable to other persons, 
including such accounts, the beneficiaries or settlors thereof or a combination 
of such persons. In certain instances, other persons (including beneficiaries 
and settlors) may be deemed to have the power to direct receipt of dividends or 
the proceeds of the sale of shares reported herein. To the best of the 
undersigned's knowledge and belief, no one other person has such an 
economic interest relating to more than 5% of the class of reported shares. 
Item 7 Identification and Classification of the Subsidiary Which Acquired the 
Security Being Reported on By the Parent Holding Company:
Pursuant to Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934, 
NationsBank Corporation is filing this Schedule 13G as a parent holding company 
of the following:
Item 8 Identification and Classification of Members of the Group:
Except for the relationships referred to in Item 7 hereof, the reporting 
entities do not affirm the existence of a group. This Form is filed on behalf 
of each of the entities listed in Item 2(a) hereof.
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 purpose or effect.
Signature
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. 
NATIONSBANK CORPORATION
NATIONSBANK, N.A. (SOUTH)
NATIONSBANK, N.A.
NATIONSBANK OF TEXAS, N.A.
Date:
February 4, 1997
By:
Signature
Satish G. Pattegar/Senior Vice President Name/Title