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): April 8, 2015


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 April 8, 2015, Family Dollar Stores, Inc. (the “Company”) issued a news release which reported earnings for the second quarter ended February 28, 2015, and other matters relating to the Company’s operations and financial condition.  A copy of the news release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 7.01.   Regulation FD Disclosure.

The information contained in Item 2.02 and the copy of the news release attached hereto as Exhibit 99.1 is incorporated by reference herein.  

Item 9.01.   Financial Statements and Exhibits.

(d)  Exhibits

99 – News Release dated April 8, 2015

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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