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: April 26, 2002

                 Date of Earliest Event Reported: April 25, 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 April 25, 2002
regarding its first quarter 2002 earnings results. In addition, the Company's
first quarter earnings press release dated April 25, 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% for the full year 2002. In
addition, we expect our second quarter sales to be approximately $500 million,
resulting in an approximate 20% increase in sales for the first six months of
2002.

Excluding the effect of the shift in the Easter holiday, we estimate that the
underlying comparable store net sales were approximately 2% for the first
quarter of 2002. There can be no assurance that these comparable store net sales
increases will be realized in future quarters.

Gross Margin
We experienced favorable gross margin results for the first quarter of 2002
compared to the first quarter of 2001; however, we do not expect to realize this
same level of improvement in the remaining quarters of 2002. In the third and
fourth quarters of 2002, we expect to maintain our third and fourth quarter 2001
gross profit margins of 34.7% and 38.2%, respectively.

Operating Income
We expect our operating income margin for the first six months of 2002 to
improve approximately 1.0% compared to the 6.4% realized in the comparable
period in 2001. In the third and fourth quarters of 2002, we expect our
operating income margin will slightly exceed our third and fourth quarter 2001
operating income margins of 5.8% and 17.5%, respectively.

Inventories Inventory levels increased only 5% compared to March 31, 2001,
while sales increased approximately 26% and selling square footage increased
approximately 28%. Inventory at comparable  stores declined  8%. This
decrease in inventory is due to the shift in the Easter holiday to the
first quarter of 2002 and improved  inventory  management. We also expect
that our inventory growth will continue to be less than sales growth at the
end of the second quarter because of our increased focus on inventory
management.

For the second half of 2002, we will continue to plan inventory to support sales
growth of approximately 18%. We believe our strong cash position not only allows


                                       2


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 over 400 stores with plans to
install POS in all new and expanded stores and convert some of our existing
stores to POS in 2002. We expect to have POS installed in more than 700 stores
by the end of 2002.

In addition to the POS rollout, we implemented our new core merchandise
management system on April 22, 2002, as part of our new supply chain management
systems implementation. This new system integrates planning, order processing,
purchasing and allocation software and will give us the ability to better manage
our inventory levels and reduce costs in our inventory supply chain.

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 operating income
        margin;
   o    planned inventory growth; and
   o    our supply chain initiative.

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

   o    adverse economic conditions, such as declining consumer confidence or
        spending, or bad weather;
   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,
   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 14, 2002. 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 first quarter ended March 31, 2002.



                                       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: April 26, 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 RECORD FIRST-QUARTER 2002
                          EARNINGS PER SHARE OF $0.20

CHESAPEAKE, Va. - April 25, 2002 - Dollar Tree Stores, Inc. (Nasdaq: DLTR), the
nation's leading $1.00 discount variety store chain, reported first-quarter
2002 earnings per share of $0.20 compared to $0.10 in the first quarter of
2001. As previously reported, sales for the first quarter of 2002 increased
26.4% to $489.6 million from $387.3 million for the same period in 2001.
Comparable-store sales increased 6.5% for the quarter. Sales were aided by
the shift of Easter.

"A strong Easter selling season, coupled with tight expense management
highlighted an outstanding quarter," commented Macon F. Brock, Jr.,
Chairman and CEO. "These results are due principally to management's  focus
on better inventory offerings and strong merchandising efforts by our
operations personnel."

For the quarter, gross margin was 35.4%, compared to 33.9% for the first
quarter of 2001. The improvement in gross margin primarily relates to reduced
inventory shrink compared to last year, which included unusually high
shrink in the now-closed Philadelphia distribution facilities. In
addition, the 6.5% comparable-store sales gain enabled the Company to
achieve leverage on occupancy and distribution costs.

Operating expenses as a percentage of sales were 24.8% for the quarter,
compared to 26.3% in the first quarter of 2001. The improvement in operating
expense margin primarily relates to savings in payroll and related costs, as
a result of various expense-management initiatives, offset by higher
legal-related costs. Increased comparable-store sales also generated operating
expense leverage.

"It was a busy, and rewarding  quarter for us," Brock said. "We broke ground on
our newest distribution center in Marietta, Oklahoma; celebrated the opening
of our 2,000th store; continued our supply-chain systems implementation;
improved our inventory management; and delivered record first-quarter
financial performance."

"While we expect second quarter's comparable-store sales results to be
challenged by the Easter shift, we think our first-quarter performance has set
the stage for a good year," Brock concluded.

On Thursday, April 25, 2002, Dollar Tree will host a conference call to discuss
its quarterly earnings results at 4:45 p.m. EDT. The telephone number for the
call is (712) 271-3300, pass code DLTR. A recorded version of the call will be
available until midnight Tuesday, April 30 and may be accessed by dialing (402)
220-3124, 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, April
30.

Dollar Tree Stores, Inc. is the nation's leading $1.00 discount variety store
chain. Dollar Tree Stores operates 2,031 stores in 37 states as of March 31,
2002. The Company opened 66 stores, closed 10 stores and expanded or relocated
29 stores in the first quarter of 2002. At the end of the quarter, the Company's
retail selling square footage totaled approximately 10.7 million, up 0.6 million
from December 31, 2001 and up 2.4 million from March 31, 2001.

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 the company's future performance as well as the
calendar shift of Easter and its potential impact on second quarter





comparable-store sales. For a discussion of the risks, uncertainties and
assumptions that could affect our future events, developments or results, you
should carefully review the "Risk Factors" and "Business" sections in our Annual
Report on Form 10-K filed March 14, 2002, and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section in that
Annual Report. 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 and you should not expect us to do so.

CONTACT: Dollar Tree Stores, Inc., Chesapeake, VA
                Erica Robb or Adam Bergman, (757) 321-5000
                http://www.DollarTree.com








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


                                                                                  First Quarter
                                                                                  -------------
                                                                          2002                   2001
                                                                          ----                   ----

                                                                                       
Net sales                                                           $    489,625             $  387,319

Cost of sales                                                            316,460                255,858

Gross profit                                                             173,165                131,461
                                                                            35.4%                  33.9%

Operating expenses                                                       121,330                101,691
                                                                            24.8%                  26.3%

Depreciation and amortization (a)                                         15,721                 11,831

Operating income                                                          36,114                 17,939
                                                                             7.4%                   4.6%

Interest income (expense), net                                               (39)                   387
Other income (expense) (b)                                                   595                   (792)

Earnings before income taxes                                              36,670                 17,534
                                                                             7.5%                   4.5%

Income tax expense                                                        14,118                  6,751

Net earnings                                                              22,552                 10,783
                                                                             4.6%                   2.8%
Net earnings per share:
  Basic                                                             $       0.20             $     0.10
  Weighted average number of shares                                      112,718                112,097

  Diluted                                                           $       0.20             $     0.10
  Weighted average number of shares                                      113,900                112,764



(a) The Company adopted the provisions of Statement of Financial Accounting
Standards No. 142, which requires that goodwill amortization cease effective
January 1, 2002. As a result, no goodwill amortization was recorded for the
first quarter of 2002. First quarter 2001 includes $0.5 million of goodwill
amortization.

(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.












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


                                                                March 31,           December 31,           March 31,
                                                                   2002                 2001                 2001
                                                                   ----                 ----                 ----



                                                                                                 
Cash and cash equivalents                                     $   181,040            $   236,653          $   65,984
Merchandise inventories                                           371,841                296,473             354,911
Other current assets                                               30,580                 27,653              35,829
                                                              -----------            -----------          ----------
Total current assets                                              583,461                560,779             456,724
                                                              ===========            ===========          ==========

Property and equipment, net                                       293,644                279,011             226,371
Goodwill, net                                                      38,358                 38,358              39,872
Other assets, net                                                  25,230                 23,900              18,094
                                                              -----------            -----------          ----------
Total assets                                                  $   940,693            $   902,048          $  741,061
                                                              ===========            ===========          ==========


Current portion of long-term debt                             $    25,000            $    25,000          $   25,000
Accounts payable                                                  103,347                 68,653              81,936
Income taxes payable                                               19,209                 38,848              12,426
Other current liabilities                                          49,869                 67,521              35,484
                                                              -----------            -----------          ----------
Total current liabilities                                         197,425                200,022             154,846
                                                              -----------            -----------          ----------


Long-term debt, excluding current portion                          12,000                 12,000              18,000
Other liabilities                                                  41,094                 38,290              36,945
                                                              -----------            -----------          ----------

Total liabilities                                                 250,519                250,312             209,791
                                                              -----------            -----------          ----------

Shareholders' equity                                              690,174                651,736             531,270
                                                              -----------            -----------          ----------

Total liabilities and shareholders' equity                    $   940,693            $   902,048          $  741,061
                                                              ===========            ===========          ==========

STORE DATA:

Number of stores open at end of period                              2,031                  1,975               1,781

Total selling square footage (in thousands)                        10,735                 10,129               8,324











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


                                                                    Three-months ended          Year ended       Three-months ended
                                                                         March 31,             December 31,            March 31,
                                                                           2002                    2001                  2001
                                                                           ----                    ----                  ----


Cash flows from operating activities:
                                                                                                             
  Net income                                                         $    22,552               $   123,081            $   10,783
                                                                     -----------               -----------            ----------
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
    Depreciation and amortization                                         15,721                    53,763                11,831
    Other non-cash adjustments                                               469                       893                 1,711
    Changes in working capital                                           (75,234)                      989              (113,402)
                                                                     -----------               -----------            ----------

      Total adjustments                                                  (59,044)                   55,645               (99,860)
                                                                     -----------               -----------            ----------

        Net cash provided by (used in) operating activities              (36,492)                  178,726               (89,077)
                                                                     -----------               -----------            ----------

Cash flows from investing activities:
  Capital expenditures                                                   (31,280)                 (121,566)              (26,325)
  Acquisition of favorable lease rights                                     (813)                        -                     -
  Proceeds from sale of property and equipment                               334                        98                    13
                                                                     -----------               -----------            ----------

        Net cash used in investing activities                            (31,759)                 (121,468)              (26,312)
                                                                     -----------               -----------            ----------

Cash flows from financing activities:
  Repayment of long-term debt and facility fees                                -                    (6,239)                 (239)
  Principal payments under capital lease obligations                        (937)                   (3,562)                 (865)
  Proceeds from stock issued pursuant to stock-based
     compensation plans                                                    6,921                    11,805                 1,311
  Repurchase of common stock                                                   -                    (3,775)                    -
  Settlement of merger-related contingencies                               6,654                         -                     -
                                                                     -----------               -----------            ----------

        Net cash provided by (used in) financing activities               12,638                    (1,771)                  207
                                                                     -----------               -----------            ----------

Net increase (decrease) in cash and cash equivalents                     (55,613)                   55,487              (115,182)
Cash and cash equivalents at beginning of period                         236,653                   181,166               181,166
                                                                     -----------               -----------            ----------

Cash and cash equivalents at end of period                           $   181,040               $   236,653            $   65,984
                                                                     ===========               ===========            ==========