8-K

                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549




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


                        Date of Report: January 25, 2002

                Date of Earliest Event Reported: January 24, 2002


                            DOLLAR TREE STORES, INC.
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER: 0-25464

                   VIRGINIA                          54-1387365
      (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

                                500 Volvo Parkway
                              Chesapeake, VA 23320
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (757) 321-5000




Item 9. Regulation FD Disclosure

The following summarizes information discussed in Dollar Tree Stores, Inc.'s
(the Company) publicly available telephone conference call on January 24, 2002
regarding its fourth quarter and full year 2001 earnings results. In addition,
the Company's fourth quarter earnings press release dated January 24, 2002 is
attached as Exhibit 99.1. The Company is filing this Form 8-K pursuant to the
Securities and Exchange Commission's Regulation FD.

2002 Outlook

Sales
We expect sales to increase approximately 18% in 2002 based on expected gross
square footage growth of 25% for the year. Excluding the impact of seasonal
shifts, we also expect sales to increase 17% to 18% in each quarter of 2002.
Seasonal shifts in 2002 result in Easter moving up two weeks from April 15 in
2001 to March 31 in 2002 and Thanksgiving moving six days later in November. We
expect the shift of the Easter holiday to help our first quarter results and put
added pressure on our second quarter. The shift of Thanksgiving in 2002
effectively shortens our holiday selling season by six days.

Gross Margin
We expect to maintain our 2001 gross margin of 36.0% in 2002. Our
merchandise strategy for the future includes more consumable merchandise, which
generally costs more than our other merchandise. We expect to offset these
increased merchandise costs with improved shrink results compared to 2001,
improved freight costs and greater efficiencies throughout our distribution
network. We expect distribution efficiencies because of the addition of our new
Savannah and Briar Creek distribution centers in 2001 and the expansion of our
Stockton distribution center completed in January 2002.

We expect the shift of Easter in 2002 to result in improved gross margin
compared to the 33.9% realized in the first quarter of 2001. However, we do not
expect gross margin for the quarter to return to the 34.7% realized in the first
quarter of 2000.

Operating Expenses
We expect selling, general and administrative expenses to improve slightly as a
percentage of sales in 2002 assuming that payroll-related costs and utility
rates stabilize.

Inventories
In 2001, we were able to increase our inventory only 14.6% while sales increased
19.3%. This was due to better management during the fourth quarter and improved
sell-through of seasonal merchandise compared to 2000. We believe we can further
improve our inventory levels with better inventory management capabilities
provided by our new supply chain management systems.

                                       2



In 2002, inventory is planned to support sales growth of approximately 18% for
the year. We believe our strong cash position not only allows us to adjust our
inventory plan to meet the sales demand throughout 2002 but also enables us to
take advantage of "opportunity buying."

Supply Chain
We are currently operating point-of-sale (POS) in approximately 167 stores with
plans to install POS in new and relocated and expanded stores and convert some
of our existing stores to POS in 2002. We expect to have POS installed in more
than 600 stores by the end of 2002.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS:

This filing contains "forward-looking statements" as that term is used in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
address future events, developments or results and typically use words such as
believe, anticipate, expect, intend, plan or estimate. For example, our
forward-looking statements include statements regarding:

     o    future sales, gross margins, operating expenses and earnings per
          share;

     o    plans for store and square footage growth;

     o    future merchandise mix;

     o    efficiencies in our distribution network;

     o    planned inventory growth; and

     o    our POS initiative.

These forward-looking statements are subject to numerous risks and uncertainties
that may affect us including:

     o    adverse weather and economic conditions, such as declining consumer
          confidence, recession and unemployment;

     o    possible difficulties in meeting our sales and other expansion goals
          and anticipated comparable store net sales results, which may result
          in loss of leverage of selling, general and administrative expenses;

     o    the seasonality of our sales, changes in calendar dates of holidays
          and the importance of our fourth quarter operating results;

     o    increase in the cost of or disruption of the flow of our imported
          goods, especially from China;

     o    the difficulties in managing our aggressive growth plans, including
          opening stores on a timely basis;

     o    competition and possible increases in merchandise costs, shipping
          rates, freight costs, or other operating costs such as wage levels;
          and

     o    the capacity and performance of our distribution network and our
          ability to expand its capacity in time to support our sales growth.

                                       3


For a discussion of the risks, uncertainties and assumptions that could affect
our future events, developments or results, you should carefully review the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" sections in our Annual Report on Form 10-K filed
March 30, 2001. Also, carefully review "Risk Factors" in our most recent
prospectuses filed November 15, 2000 and August 3, 2000. In light of these risks
and uncertainties, the future events, developments or results described by our
forward-looking statements in this document could turn out to be materially and
adversely different from those we discuss or imply.

We are not obligated to release publicly any revisions to any forward-looking
statements contained in this filing to reflect events or circumstances occurring
after the date of this report or to reflect the occurrence of future events and
you should not expect us to do so.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

Exhibit #   Description

99.1        Dollar Tree Stores, Inc.'s press release regarding earnings results
            for the fourth quarter and year ended December 31, 2001.


                                       4



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.

DATE: January 25, 2002

                                    DOLLAR TREE STORES, INC.


                                    By:     /s/ Frederick C. Coble
                                            --------------------------------
                                            Frederick C. Coble
                                            Chief Financial Officer



                                       5

EX-99

                                                                    Exhibit 99.1

                                  PRESS RELEASE

                            DOLLAR TREE STORES, INC.
             REPORTS FOURTH-QUARTER 2001 EARNINGS PER SHARE OF $0.67

CHESAPEAKE, Va. - January 24, 2002 -- Dollar Tree Stores, Inc. (Nasdaq: DLTR),
the nation's leading $1.00 discount variety store chain, reported fourth-quarter
2001 earnings per common share of $0.67 compared to $0.57 in the fourth quarter
of 2000. Net earnings increased 17.6% to $76.1 million in the fourth quarter of
2001, compared to $64.7 million for the same period in 2000.

Sales for the fourth quarter of 2001 increased 19.3% to $714.8 million from
$599.2 million for the same period in 2000. Comparable store net sales increased
1.5% for the quarter. Sales were aided by the long holiday selling season. Gross
margin for the quarter decreased as a percentage of net sales to 38.2% compared
to 39.1% in 2000 primarily as a result of an increase in markdowns and loss of
leverage on occupancy costs. Operating expenses decreased as a percentage of net
sales to 18.6% from 19.0%, due to improved payroll-related costs.

Macon Brock, Jr., Chairman and CEO, remarked, "We are pleased to end the year on
a positive note with these fourth-quarter results. I am particularly proud of
how our management team handled our growth, controlled costs, and improved
inventory in this year's difficult economic environment. Among our many 2001
accomplishments, we replaced our Philadelphia distribution center with a larger,
more efficient facility in Briar Creek, Pennsylvania. 2001 also marked the start
of our point-of-sale rollout and Dollar Tree's entry into Washington state, our
37th state. And, more recently, we successfully completed the expansion and
automation of our Stockton, California distribution center, which will enable us
to serve our West Coast markets with greater efficiency."

Net earnings in 2001 increased to $123.1 million compared to $121.6 million in
2000 ($125.1 million in 2000 excluding merger-related and extraordinary items).
Earnings per common share increased to $1.09 in 2001 compared to $1.08 in 2000
($1.11 in 2000 excluding merger-related and extraordinary items). Sales
increased 17.7% to $1,987.3 million in 2001 compared to $1,688.1 million in
2000. As previously reported, comparable store net sales for the year increased
0.1%.

For 2001, gross margin was 36.0% compared to 37.0% for 2000, excluding
merger-related costs in 2000. The decrease in gross margin resulted primarily
from a loss of leverage on occupancy costs and increased shrink in the
now-closed Philadelphia distribution facilities. Operating expenses, as a
percentage of net sales, were 23.1% in 2001 compared to 22.2% in 2000, excluding
merger-related expenses. The increase is primarily due to increases in
payroll-related costs, including insurance; certain store operating expenses;
and charges recorded in connection with our closed distribution facilities.

Dollar Tree's preliminary growth plans for 2002 call for approximately 300 net
new stores, as well as the expansion of approximately 100 existing stores. The
company expects the average size of a new store to be approximately 9,250 square
feet. Comparisons in the first and second quarters of 2002 will be affected by
the shift of Easter into the first quarter. Last year, Easter fell on April 15;
this year, it falls on March 31.

With respect to 2002, Brock commented: "We plan to add approximately 25% in
gross square footage by expanding Dollar Tree in underserved markets and
strategically increasing our presence in existing markets. As we finalize the
implementation of our new supply chain management systems and refine our
merchandise mix, we remain committed to improving and expanding our business. We
are enthusiastic about the opportunities we see in 2002."


On Thursday, January 24, 2002, Dollar Tree will host a conference call to
discuss its quarterly earnings results at 4:45 p.m. EST. The telephone number
for the call is (712) 257-3640, pass code DLTR. A recorded version of the call
will be available until midnight Tuesday, January 29 and may be accessed by
dialing (402) 998-0975, pass code DLTR. In addition, the webcast of the call is
accessible through Dollar Tree's website, www.DollarTree.com, as well as at
Vcall's website, www.Vcall.com, and will remain on-line until midnight Tuesday,
January 29.

Dollar Tree Stores, Inc. is the nation's leading $1.00 discount variety store
chain. Dollar Tree Stores operates 1,975 stores in 37 states as of December 31,
2001. The Company opened 276 stores, closed 30 stores and expanded or relocated
111 stores in 2001, expanding gross retail square footage by 3.0 million square
feet to approximately 12.8 million square feet at the end of the year.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This press release contains
"forward-looking statements" as that term is used in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements address future events,
developments or results and typically use words such as believe, anticipate,
expect, intend, plan or estimate. For example, our forward-looking statements
include statements regarding our planned 2002 increase in gross square footage,
store growth, market penetration, implementation of our supply-chain
initiatives, expansion of our distribution system, and the calendar shift in
Easter sales.

For a discussion of the risks, uncertainties and assumptions that could affect
our future events, developments or results, you should carefully review the
"Business" section in our Annual Report on Form 10-K filed March 30, 2001, and
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section in that Annual Report and in our Quarterly Report on Form
10-Q filed November 14, 2001. Also, carefully review "Risk Factors" in our most
recent prospectuses filed November 15, 2000 and August 3, 2000. In light of
these risks and uncertainties, the future events, developments or results
described by our forward-looking statements in this document could turn out to
be materially and adversely different from those we discuss or imply.

We are not obligated to release publicly any revisions to any forward-looking
statements contained in this press release to reflect events or circumstances
occurring after the date of this report or to reflect the occurrence of future
events and you should not expect us to do so.

CONTACT: Dollar Tree Stores, Inc., Chesapeake, VA
                  Eric Coble or Erica Robb, 757/321-5000
                  http://www.DollarTree.com





                                      DOLLAR TREE STORES, INC.
                              Condensed Consolidated Income Statements
                           For the Three Months and Year Ended December 31
                            (Dollars in thousands, except per share data)



                                                   Fourth Quarter                Year-to-Date
                                                   --------------                ------------
                                                 2001          2000           2001           2000
                                                 ----          ----           ----           ----
                                               (unaudited)  (unaudited)

                                                                              
Net sales                                      $ 714,846     $ 599,173     $ 1,987,271    $ 1,688,105

Cost of sales                                    441,732       365,092       1,271,314      1,063,416
Merger-related costs (a)                               -             -               -          1,100

Gross profit                                     273,114       234,081         715,957        623,589
                                                   38.2%         39.1%           36.0%          36.9%

Operating expenses                               133,271       113,935         458,329        375,316
                                                   18.6%         19.0%           23.1%          22.2%

Merger-related expenses (a)                            -             -               -          3,266
Depreciation/amortization                         14,982        13,084          53,763         41,971

Operating income                                 124,861       107,062         203,865        203,036
                                                   17.5%         17.9%           10.3%          12.0%

Interest expense, net                              1,311         1,634           1,891          3,551
Other expense (income) (b)                          (251)            -           1,723              -

Earnings before income taxes                     123,801       105,428         200,251        199,485
                                                   17.3%         17.6%           10.1%          11.8%

Income tax expense                                47,713        40,756          77,170         77,476

Net earnings before extraordinary item            76,088        64,672         123,081        122,009

Loss on debt extinguishment,
 net of tax benefit of $242                            -             -               -            387

Net earnings                                      76,088        64,672         123,081        121,622
                                                   10.6%         10.8%            6.2%           7.2%

Net earnings available to common
  shareholders (c)                                76,088        64,672         123,081        120,209
                                                   10.6%         10.8%            6.2%           7.1%

Net earnings per common share:
  Basic                                           $ 0.68        $ 0.59          $ 1.10         $ 1.16
  Weighted average number of shares              112,309       109,128         112,238        103,972

  Diluted                                         $ 0.67        $ 0.57          $ 1.09         $ 1.08
  Weighted average number of shares              113,108       113,344         112,990        111,809


(a) Merger related costs and expenses, net of taxes, were $3,134 for the year
    ended December 31, 2000.

(b) Amount represents the earnings impact of recording non-hedging interest rate
    swaps to market value in accordance with Statement of Financial Accounting
    Standards No. 133, which was effective January 1, 2001.

(c) Amounts include accretion of the cumulative preferred stock to redemption
    value, accrued preferred stock dividends and amortization of the discount
    on preferred stock. The amount deducted from net earnings available to
    common shareholders is $1,413 for the year ended December 31, 2000.







                                   DOLLAR TREE STORES, INC.
                             Condensed Consolidated Balance Sheets
                                    (Dollars in thousands)



                                                  December 31,     December 31,
                                                      2001             2000
                                                      ----             ----


                                                              
Cash and cash equivalents                          $ 236,653        $ 181,166
Merchandise inventories                              296,473          258,687
Other current assets                                  27,653           37,661
                                                     -------          -------

  Total current assets                               560,779          477,514
                                                     -------          -------
Property and equipment, net                          279,011          211,632
Goodwill, net                                         38,358           40,376
Other assets, net                                     23,619           17,337
                                                     -------          -------
  Total assets                                     $ 901,767        $ 746,859
                                                     =======          =======


Accounts payable                                    $ 68,653         $ 75,404
Income taxes payable                                  38,848           23,448
Other current liabilities                             67,521           50,453
Current portion of long-term debt                     25,000           25,000
                                                     -------          -------
  Total current liabilities                          200,022          174,305

Long-term debt, excluding current portion             12,000           18,000
Other liabilities                                     38,290           35,896
                                                     -------          -------
  Total liabilities                                  250,312          228,201
                                                     -------          -------
Shareholders' equity                                 651,455          518,658
                                                     -------          -------

Total liabilities and
 shareholders' equity                              $ 901,767        $ 746,859
                                                     =======          =======


STORE DATA:
Number of stores open at
  end of period                                        1,975            1,729
Total gross square footage
  (in thousands)                                      12,791            9,832







                        DOLLAR TREE STORES, INC.
             Condensed Consolidated Statements of Cash Flows
                         (Dollars in thousands)



                                                                     Year ended       Year ended
                                                                     December 31,     December 31,
                                                                        2001             2000
                                                                        ----             ----
                                                                                
Cash flows from operating activities:
     Net income                                                      $ 123,081        $ 121,622
                                                                       -------          -------
     Adjustments to reconcile net income to net cash
       provided by
         operating activities:
         Depreciation and amortization                                  53,763           41,971
         Other non-cash adjustments                                      3,003           14,813
         Changes in working capital                                     (1,121)         (71,141)
                                                                       -------          -------
            Total adjustments                                           55,645          (14,357)
                                                                       -------          -------
                Net cash provided by operating activities              178,726          107,265
                                                                       -------          -------


Cash flows from investing activities:
     Capital expenditures                                             (121,566)         (95,038)
     Proceeds from sale of property and equipment                           98              271
                                                                       -------          -------
                 Net cash used in investing activities                (121,468)         (94,767)
                                                                       -------          -------


Cash flows from financing activities:
     Net change in revolving credit facilities                               -           (6,500)
     Repayment of long-term debt and facility fees                      (6,239)         (27,708)
     Principal payments under capital lease obligations                 (3,562)          (3,274)
     Proceeds from stock issued pursuant to stock-based
         compensation plans                                             11,802           24,563
     Repurchase of common stock (a)                                     (3,772)               -
                                                                       -------          -------
                Net cash used in financing activities                   (1,771)         (12,919)
                                                                       -------          -------

Net increase (decrease) in cash and cash equivalents                    55,487             (421)
Cash and cash equivalents at beginning of period                       181,166          181,587
                                                                       -------          -------

Cash and cash equivalents at end of period                           $ 236,653        $ 181,166
                                                                       =======          =======



(a) Represents the repurchase of 225,000 shares of outstanding common stock
    pursuant to the Securities and Exchange Commission's Emergency Relief
    Order, which has since expired.