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: July 30, 2002

                 Date of Earliest Event Reported: July 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's) publicly available telephone conference call on July 25, 2002
regarding its second quarter 2002 earnings results. In addition, the Company's
second quarter earnings press release dated July 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.

Sales
We expect sales to increase approximately 18%-19% for the full year 2002 based
on an underlying comparable store net sales increase of approximately 1%-2% for
the remainder of 2002. There are six fewer selling days between Thanksgiving and
Christmas this year, which represents significant sales for us. There can be no
assurance that comparable store net sales increases will be realized in the
second half of 2002.

Gross Margin
Gross profit margin for the second quarter improved compared to the second
quarter of 2001 primarily due to improved shrink results, particularly in our
Dollar Express stores. Decreased markdowns due to better inventory flow, good
seasonal sell through and lower inventory levels also contributed to our gross
profit margin improvement. These improvements were partially offset by an
increase in occupancy costs, as a percentage of net sales, due to a loss of
leverage resulting from the 2.5% decrease in comparable store net sales.

Depreciation and Amortization
Depreciation and amortization expense increased to 3.6% of net sales for the
second quarter of 2002 compared to 2.9% for the same period in 2001. The
increase resulted primarily from the implementation of our supply chain system
in April 2002, as well as accelerated depreciation of store registers being
replaced by our new point-of-sale systems. Our new and expanded stores also
contributed to the increase in depreciation expense.

We estimate depreciation and amortization expense will total approximately $19
million in the third quarter and $20 million in the fourth quarter of 2002.

Operating Income
We expect operating income margin improvement in the third and fourth quarters
of 2002 compared to 2001, as a result of our store-level expense management
initiatives.

Inventories
Inventory levels increased 14.0% compared to June 30, 2001, while sales
increased approximately 19.4% and selling square footage increased approximately
26.0%. Inventory at comparable stores declined 2.0%. We expect that our
inventory growth will continue to be less than our sales growth in the second
half of 2002 because of management's increased focus on inventory management and
merchandise flow. In addition, we have planned inventory to support sales growth
of approximately 18-19%.

Real Estate
We opened 148 stores, expanded 51 stores and closed 18 stores during the first
half of 2002. Of the 18 stores closed, eight represented unprofitable Spain's
Card and Gift stores acquired in connection with our Dollar Express merger in
May 2000. We expect to increase selling square-footage by approximately 25% in
2002 and 20%-25% in 2003.

Supply Chain
We are currently operating point-of-sale in over 600 stores and expect to end
2002 with a total of 750-800 point-of-sale stores.

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, operating expenses, depreciation and amortization, and
   operating income margin;
 o planned inventory growth;
 o selling square-footage 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.

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 second quarter ended June 30, 2002.






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: July 30, 2002

                                    DOLLAR TREE STORES, INC.


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

EX-99

                                                              EXHIBIT 99.1

                                  PRESS RELEASE

                            DOLLAR TREE STORES, INC.
            REPORTS RECORD SECOND QUARTER EARNINGS PER SHARE OF $0.22

CHESAPEAKE, Va. - July 25, 2002 - Dollar Tree Stores,  Inc. (Nasdaq:  DLTR), the
nation's leading retailer of variety  merchandise at the $1.00 price point,
reported  second  quarter  earnings  per  share  of  $0.22.  As  previously
reported, sales for the quarter were $498.6 million.

For the quarter, gross margin was 36.1% compared to 35.7% for the second quarter
of 2001. This improvement resulted primarily from better shrink results and
fewer markdowns, somewhat offset by deleveraging of occupancy costs. Operating
expenses, as a percentage of sales, were 24.1% compared to 24.7% in the second
quarter of 2001. The improvement primarily relates to better management of store
payroll and related costs. These improvements, somewhat offset by an increase in
depreciation because of the Company's supply-chain systems implementation,
resulted in an 8.4% operating margin for the quarter.

"We are pleased to report record earnings for the second quarter," Chairman and
CEO Macon Brock Jr., said. "We are particularly proud of our field and store
management, who responded well to the Easter shift. Post-Easter sales trends
have been encouraging. The implementation of our supply-chain management systems
has been seamless, and we look forward to the inventory-management benefits it
will provide. We remain vigilant in our pursuit of profitable growth and expense
control."

First-half 2002 sales were $988.2 million, up 19.4% from the same period last
year. Sales at comparable stores for the first six months of 2002 rose 2% over
the first half of 2001. Earnings per share of $0.42 in the first half of 2002
are 45% higher than the $0.29 reported for the comparable 2001 period.

On Thursday, July 25, 2002, Dollar Tree will host a conference call at 4:45 p.m.
EDT to discuss its quarterly results. The telephone number for the call is (212)
287-1615, passcode DLTR. A recorded version of the call will be available
through midnight Tuesday, July 30 and may be accessed by dialing (402) 220-2168,
passcode DLTR. A 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, July 30.

Dollar Tree Stores operates 2,105 stores in 37 states as of June 30, 2002.
During the first half of 2002, the Company opened 148 stores, closed 18 stores
and expanded or relocated 51 stores, increasing its retail selling square
footage 25% to approximately 11.4 million square feet at June 30, 2002, from 9.1
million square feet a year ago. The Company's square footage growth has exceeded
25% annually since its founding in 1986.

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 inventory management, growth plans, and expense
control.

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," "Business," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections in our Annual Report on
Form 10-K filed March 14, 2002 and in our Quarterly Report on Form 10-Q filed
May 13, 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 press release to reflect events or circumstances
occurring after the date of this report and you should not expect us to do so.








                                         DOLLAR TREE STORES, INC.
                                  Condensed Consolidated Income Statements
                              For the Three Months and Six Months Ended June 30
                                (Dollars in thousands, except per share data)
                                                (Unaudited)


                                                               Second Quarter                        Year-to-Date
                                                           2002              2001               2002              2001
                                                      ---------------    --------------    ---------------    --------------


                                                                                                   
Net sales.......................................       $ 498,578          $ 440,361          $ 988,203         $ 827,680

Cost of sales (a)...............................         318,387            283,274            634,847           539,132

Gross profit....................................         180,191            157,087            353,356           288,548
                                                           36.1%              35.7%              35.8%             34.9%

Operating expenses..............................         120,184            108,854            241,514           210,545
                                                           24.1%              24.7%              24.4%             25.4%

Depreciation and amortization (b)...............          17,878             12,988             33,599            24,819

Operating income................................          42,129             35,245             78,243            53,184
                                                            8.4%               8.0%               7.9%              6.4%

Interest income (expense), net..................           (270)              (204)              (309)               183
Other income (expense) (c)......................           (824)                197              (229)             (595)

Earnings before income taxes....................          41,035             35,238             77,705            52,772
                                                            8.2%               8.0%               7.9%              6.4%

Income tax expense..............................          15,798             13,580             29,916            20,331

Net earnings....................................          25,237             21,658             47,789            32,441
                                                            5.1%               4.9%               4.8%              3.9%
Net earnings per share:
  Basic.........................................           $0.22              $0.19              $0.42             $0.29
  Weighted average number of shares.............         113,552            112,182            113,135           112,140

  Diluted.......................................           $0.22              $0.19              $0.42             $0.29
  Weighted average number of shares.............         114,904            112,852            114,402           112,808


(a) In April 2002, the Company changed its method of accounting for inventories
in its distribution centers from the first-in first-out method to the weighted
average cost method. The change did not have a material effect on the Company's
balance sheet or 2002 operating results.

(b) 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 in 2002.
Second quarter and year-to-date 2001 includes $0.5 million and $1.0 million of
goodwill amortization, respectively.

(c) 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)


                                                                  June 30,                December 31,            June 30,
                                                                    2002                     2001                   2001
                                                             -------------------     -------------------     ------------------

                                                                                                       
Cash and cash equivalents.............................         $ 159,075                 $ 236,653              $  90,672
Short-term investments................................            16,500                        --                     --
Merchandise inventories (a)...........................           381,337                   296,473                334,614
Income taxes receivable...............................             5,113                        --                     --
Other current assets..................................            28,707                    27,653                 39,113
                                                               ---------                 ---------               --------

Total current assets..................................           590,732                   560,779                464,399
                                                               ---------                 ---------               --------

Property and equipment, net...........................           312,145                   279,011                250,001
Goodwill, net.........................................            38,358                    38,358                 39,367
Other assets, net.....................................            25,259                    23,900                 18,456
                                                               ---------                 ---------               --------

Total assets..........................................         $ 966,494                 $ 902,048              $ 772,223
                                                               =========                 =========               ========


Current portion of long-term debt.....................         $  25,000                 $  25,000              $  25,000
Accounts payable......................................            95,044                    68,653                 94,692
Income taxes payable..................................                --                    38,848                 10,661
Other current liabilities.............................            51,603                    67,521                 38,391
                                                               ---------                 ---------               --------
Total current liabilities.............................           171,647                   200,022                168,744
                                                               ---------                 ---------               --------

Long-term debt, excluding current portion.............             6,000                    12,000                 12,000
Other liabilities.....................................            42,261                    38,290                 37,257
                                                               ---------                 ---------               --------
Total liabilities.....................................           219,908                   250,312                218,001
                                                               ---------                 ---------               --------

Shareholders' equity..................................           746,586                   651,736                554,222
                                                               ---------                 ---------               --------

Total liabilities and shareholders' equity............         $ 966,494                 $ 902,048              $ 772,223
                                                               =========                 =========               ========

STORE DATA:
Number of stores open at end of period................             2,105                     1,975                  1,863
Total selling square footage (in thousands)...........            11,411                    10,129                  9,056



(a) In April 2002, the Company changed its method of accounting for inventories
in its distribution centers from the first-in first-out method to the weighted
average cost method. The change did not have a material effect on the Company's
balance sheet or 2002 operating results.












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


                                                            Six-months ended             Year ended              Six-months ended
                                                                June 30,                December 31,                 June 30,
                                                                  2002                      2001                       2001
                                                           ---------------------    ----------------------      --------------------

Cash flows from operating activities:
                                                                                                           
Net income............................................          $ 47,789                 $ 123,081                  $ 32,441
                                                                --------                 ---------                  --------
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Depreciation and amortization.....................            33,599                    53,763                    24,819
    Other non-cash adjustments........................            10,499                       893                      (240)
    Changes in working capital........................          (113,696)                      989                   (79,109)
                                                                --------                 ---------                  --------
        Total adjustments.............................           (69,598)                   55,645                   (54,530)
                                                                --------                 ---------                  --------
        Net cash provided by (used in)
        operating activities..........................           (21,809)                  178,726                   (22,089)
                                                                --------                 ---------                  --------
Cash flows from investing activities:
    Capital expenditures..............................           (67,693)                 (121,566)                  (62,833)
    Purchase of short-term investments................           (16,500)                       --                        --
    Acquisition of favorable lease rights.............              (813)                       --                        --
    Proceeds from sale of property and equipment......               251                        98                        34
                                                                --------                 ---------                  --------
        Net cash used in investing activities.........           (84,755)                 (121,468)                  (62,799)
                                                                --------                 ---------                  --------
Cash flows from financing activities:
    Repayment of long-term debt and facility fees.....            (6,025)                   (6,239)                   (6,239)
    Principal payments under capital lease
    obligations.......................................            (1,885)                   (3,562)                   (1,755)
    Proceeds from stock issued pursuant to stock-based
    compensation plans................................            30,242                    11,805                     2,388
    Repurchase of common stock........................                --                    (3,775)                       --
    Settlement of merger-related contingencies........             6,654                        --                        --
                                                                --------                 ---------                  --------
        Net cash provided by (used in)
        financing activities..........................            28,986                    (1,771)                   (5,606)
                                                                --------                 ---------                  --------
Net increase (decrease) in cash and
  cash equivalents....................................           (77,578)                   55,487                   (90,494)
Cash and cash equivalents at beginning of period......           236,653                   181,166                   181,166
                                                                --------                 ---------                  --------

Cash and cash equivalents at end of period............         $ 159,075                 $ 236,653                  $ 90,672
                                                                ========                 =========                  ========