SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sullivan Barry W

(Last)

(First)

(Middle)

POST OFFICE BOX 1017

(Street)

CHARLOTTE

28201-1017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2005

3. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [ FDO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	223⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	09/03/2004⁽²⁾	09/02/2007	Common Stock	20,000	$27.75	D
Employee Stock Option (right to buy)	09/29/2005⁽³⁾	09/28/2008	Common Stock	10,000	$40.75	D
Employee Stock Option (right to buy)	10/05/2006⁽⁴⁾	10/04/2009	Common Stock	12,000	$27	D

Explanation of Responses:

1. Total does not include an additional fractional share acquired through participation under the Family Dollar Stores, Inc. Employee Stock Purchase Plan.

2. This option was granted on September 3, 2002, under the Family Dollar Stores, Inc. 1989 Non-Qualified Stock Option Plan, and no portion of the option may be exercised prior to September 3, 2004. Thereafter, the option is exercisable in cumulative installments of not more than 40% of the number of shares subject to the option after September 2, 2004, 70% after September 2, 2005, and 100% after September 2, 2006.

3. This option was granted on September 29, 2003, under the Family Dollar Stores, Inc. 1989 Non-Qualified Stock Option Plan, and no portion of the option may be exercised prior to September 29, 2005. Thereafter, the option is exercisable in cumulative installments of not more than 40% of the number of shares subject to the option after September 28, 2005, 70% after September 28, 2006, and 100% after September 28, 2007.

4. This option was granted on October 5, 2004, under the Family Dollar Stores, Inc. 1989 Non-Qualified Stock Option Plan, and no portion of the option may be exercised prior to October 5, 2006. Thereafter, the option is exercisable in cumulative installments of not more than 40% of the number of shares subject to the option after October 4, 2006, 70% after October 4, 2007, and 100% after October 4, 2008.

	/s/ Barry W. Sullivan	05/27/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.