Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SOWERS CHARLES M
   2. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [FDO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
POST OFFICE BOX 1017		 3. Date of Earliest Transaction (Month/Day/Year)
10/09/2007
(Street)

CHARLOTTE, NC 28201-1017		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/09/2007   A   1,067 (1) A $ 0 113,580 D  
Common Stock 10/09/2007   F   347 (2) D $ 27.31 113,233 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 27.31 10/09/2007   A   10,000   10/09/2009(3) 10/08/2012 Common Stock 10,000 $ 0 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SOWERS CHARLES M
POST OFFICE BOX 1017
CHARLOTTE, NC 28201-1017		       Senior Vice President  

Signatures

 /s/ Michael Mullican, attorney in fact   10/11/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents gross number of shares awarded upon payout of Performance Share Rights Award granted on October 3, 2006 under the Family Dollar Stores, Inc. (the "Company") 2006 Incentive Plan (the "Plan"). The payout of the referenced shares was contingent on the Company's achievement of certain net income growth and return on equity goals as compared to a peer group selected by the Company's Compensation Committee (the "Committee"). The actual payout represents 128.3% of a Target award established by the Committee and is reduced by shares withheld to satisfy tax withholding obligations. See footnote 2.
(2) Represents shares of Common Stock, the value of which was withheld to satisfy tax withholding obligations with respect to shares awarded on October 9, 2007 in settlement of Performance Share Rights Award.
(3) This option was granted on October 9, 2007, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option may be exercised prior to October 9, 2009. Thereafter, the option is exercisable in cumulative installments of not more than 40% of the number of shares subject to the option after October 8, 2009, 70% after October 8, 2010, and 100% after October 8, 2011.

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