POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes

and appoints each of Kenneth R. Bull and Maureen Mulligan, signing

individually, as the undersigned's true and lawful attorney-in-fact to:



 (1)  execute for and on behalf of the undersigned, in the

undersigned's capacity as President, Chief Executive Officer and Director

of Five Below, Inc., a Pennsylvania corporation, (the "Company"), Forms 3,

4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of

1934 and the rules thereunder;



 (2)  do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to (A) complete and execute

any such Forms 3, 4 or 5, (B) complete and execute any amendment or amendments

thereto and (C) timely file such forms with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and



 (3)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted.



 The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing delivered

to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of the 10th day of March, 2013.







       /s/Michael F. Devine, III

      Michael F. Devine, III