Securities Exchange Act of 1934
Rule 12g-3

February 20, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

• The reporting history of the Company under the Exchange Act may be taken into account to determine whether Holdco is eligible to use Form S-3 or Form S-8 under the Securities Act, and to determine whether Holdco may furnish information in a Form S-4 under the Securities Act in the manner permitted for a company that is eligible to use Form S-3, as contemplated by General Instruction B.1.a of Form S-4;
   
• Without necessarily agreeing with your analysis, the Division will not object if Holdco, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company's currently effective registration statements on Form S-8. Instead, Holdco may adopt the Company's registration statements pursuant to Rule 414 under the Securities Act by filing post-effective amendments to those registration statements;
   
• The Company's Exchange Act reporting history may be taken into account when determining Holdco's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;
   
• Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e);
   
• The Merger will be a succession for purposes of Rule 12g-3(a) under the Exchange Act and Holdco will be a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act; and
   
• Persons who have filed statements on Schedule 13D or 13G under the Exchange Act reporting beneficial ownership of Company Common Stock will not be required to file additional or amended statements on Schedule 13D or 13G as a result of the Merger, provided that they note in their next subsequent filings on Schedule 13D or 13G that Holdco is the successor to the Company.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/dollartree022008-12g3.htm