UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 28, 2011


Family Dollar Stores, Inc.
(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code:      (704) 847-6961

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On September 28, 2011, Family Dollar Stores, Inc. (the “Company”) issued a news release that reported earnings for the fourth quarter and fiscal year ended August 27, 2011, and provided guidance for the fiscal year ending August 25, 2012.  A copy of the news release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 7.01.   Regulation FD Disclosure.

On September 28, 2011, the Company will hold a conference call to discuss its earnings for the fourth quarter and fiscal year ended August 27, 2011, and other matters relating to the Company’s plans, operations and financial condition.  A copy of the presentation used during the conference call will be available at the time of the call in the Investor Relations area of the Company’s website at www.familydollar.com.

Item 8.01.   Other Events.

On September 28, 2011, the Company also announced that the Company’s Board of Directors has authorized the Company to purchase an additional $250 million of the Company’s outstanding common stock.  As of August 27, 2011, the Company had approximately $87.3 million remaining under its previous repurchase authorization.

The Company intends to fund these repurchases through a combination of cash on hand and cash from operations. Such repurchases may be effected through trading plans, open market repurchases, privately negotiated transactions, accelerated share repurchase transactions or other transactions.

The timing and amount of repurchase transactions under this program will depend upon market conditions, corporate considerations and regulatory requirements.

A copy of the news release which discusses the repurchase authorization as well as the Company’s fourth quarter and fiscal year earnings is attached hereto as Exhibit 99.

Item 9.01.   Financial Statements and Exhibits.

(d)  Exhibits

99 – News Release dated September 28, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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