Item 8.01. Other Events.

On April 10, 2009, R. James Kelly, President and Chief Operating Officer of Family Dollar Stores, Inc. (the "Company") entered into a written Rule 10b5-1 trading plan (the "10b5-1 Plan") with a broker to exercise up to 110,000 options that are scheduled to expire in 2009 and to sell the underlying stock acquired through the exercise of such options, assuming certain price thresholds are reached. The 10b5-1 Plan was adopted in accordance with the Company's insider trading policies and Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate officers, directors and other employees to adopt written, prearranged stock trading plans when not in possession of material non-public information.

Mr. Kelly retains no discretion over sales under the 10b5-1 Plan. The 10b5-1 Plan specifies the timing and market prices for the sales. Exercise of the options and sales of the underlying stock pursuant to the 10b5-1 Plan may commence on or after May 11, 2009 and will continue under the terms and conditions of the 10b5-1 Plan until all the options are exercised and the underlying stock is sold or until the options expire on October 4, 2009, whichever occurs first. Transactions under the 10b5-1 Plan will be reported through appropriate filings with the U.S. Securities and Exchange Commission.

---