


                    THIRD RESTATED ARTICLES OF INCORPORATION
                                       OF
                            DOLLAR TREE STORES, INC.
                                  (as amended)

                                    ARTICLE I
                                      NAME
     The name of the Corporation is DOLLAR TREE STORES, INC.

                                   ARTICLE II
                               PURPOSES AND POWERS
     The  purpose for which the  Corporation  is  organized  is to engage in any
lawful business not required by the Virginia Stock  Corporation Act to be stated
in the Articles of Incorporation.
     The  Corporation  shall have all of the  corporate  powers of any character
which are not  prohibited  by law or  required  to be stated in the  Articles of
Incorporation.

                                   ARTICLE III
                                  CAPITAL STOCK
     A. Authorized  Shares.  The aggregate number of shares that the Corporation
shall  have the  authority  to  issue  is Ten  Million  (10,000,000)  shares  of
Preferred  Stock, One Cent ($.01) par value per share, and Three Hundred Million
(300,000,000) shares of Common Stock, One Cent ($.01) par value per share.
     B. Preferred and Common Stock. The designations, preferences, voting powers
and relative,  participating,  optional  other  special  rights of the Preferred
Stock and the Common Stock, and the qualifications, limitations and restrictions
of such  preferences  and rights,  shall be in  accordance  with  Sections  B(1)
through B(6) of this Article III.
         1. Issuance of Preferred  Stock. The Preferred Stock may be issued from
time to time, in one or more series, each of which series shall be designated by
such  appropriate  designations as may be stated in such amendment or amendments
to these  Articles of  Incorporation  providing for the issuance of the stock of
such  series as may be adopted by the Board of  Directors  from time to time,  a
copy of which  amendment  or  amendments  shall  have been  filed  with and made
effective (without shareholder approval) by the State Corporation  Commission of
Virginia as required by law. Subject to the provisions hereof, all shares of any
one series shall be alike in every particular and except for the relative rights
and preferences as to which there may be variations  between different series as
set forth in this Article  III, all shares of Preferred  Stock shall be alike in
every particular. The Board of Directors shall have power and authority, subject
to all the provisions of these  Articles and of the Virginia  Stock  Corporation
Act, to state and  determine,  in the amendment or amendments  providing for the
issue of each  series  of  Preferred  Stock,  the  number of shares of each such
series authorized to be issued and the preferences and relative,  participating,
optional  and  other   rights   pertaining   to  each  such   series,   and  the
qualifications,  limitations or restrictions thereof,  including, full power and
authority to determine,  as to the  Preferred  Stock of each such series (a) the
rate of dividend, the time of payment, whether dividends shall be cumulative and
if so, the dates from which

                                       1
<PAGE>


dividends shall be cumulative,  and the extent of participation  rights, if any,
(b) any right to vote with  holders  of shares of any other  series or class and
any right to vote as a class,  either  generally  or as a condition to specified
corporate  action,  and the number of votes,  if any, to be  exercised  for each
share,  (c) the price at and the terms and  conditions  on which  shares  may be
redeemed,   (d)  the  amount   payable  upon  shares  in  event  of  involuntary
liquidation,   (e)  the  amount  payable  upon  shares  in  event  of  voluntary
liquidation,  (f) sinking  fund  provisions  for the  redemption  or purchase of
shares,  (g) the terms and  conditions  on which  shares may be converted if the
shares of any series are issued with the  privilege of  conversion,  and (h) any
other designations, rights, preferences or limitations that are now or hereafter
permitted by law and are not  inconsistent  with the  provisions of this Section
B(1).
         2.  Dividends.  The holders of the Preferred Stock shall be entitled to
receive  dividends as and when  declared by the Board of Directors  out of funds
legally  available  therefor.  Dividends on the  Preferred  Stock of each series
shall be at such rates or to such  extent,  payable in such  manner,  under such
conditions and on such dates as shall be stated in the amendment to the Articles
of  Incorporation  providing  for the  issuance of each such series of Preferred
Stock.  The holders of Common Stock shall be entitled to receive such  dividends
as may from  time to time be  declared  by the Board of  Directors  out of funds
legally  available  therefor,  subject to the rights of the series of  Preferred
Stock  outstanding  from time to time.  Dividends on Preferred Stock shall be in
preference  to dividends on Common  Stock,  unless  otherwise  determined by the
Board in the amendment or amendments providing for an issue of Preferred Stock.
         3.   Liquidation.   In  the  event  of  any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Corporation,  there shall be paid
to the holders of shares of Preferred  Stock of each series the fixed amount per
share  payable  in the event of  liquidation,  dissolution  or winding up of the
Corporation,  stated in the amendment of the Articles of Incorporation providing
for the  issuance  of each  such  series of  Preferred  Stock,  plus the  unpaid
dividends accrued thereon, if such dividends be cumulative, before any sum shall
be paid to, or any assets  distributed  among,  the holders of the Common Stock,
but the holders of the Preferred  Stock shall be entitled to no further  payment
or distribution  than as provided above. If amounts payable to holders of shares
of Preferred  Stock on  liquidation,  dissolution  or winding up are not paid in
full, the shares of Preferred  Stock shall share in any  distribution  of assets
(other  than by way of  dividends)  on a basis  determined  by the  Board in the
amendment  or  amendments  providing  for the issue of each series of  Preferred
Stock, or, in the absence of such  determination,  the shares of Preferred Stock
shall share ratably on a share for share basis in accordance with the sums which
would be payable in such  distribution  if all sums payable were  discharged  in
full. In the event of any voluntary or involuntary  liquidation,  dissolution or
winding  up of the  Corporation,  the  holders  of the  Common  Stock  shall  be
entitled,  in  proportion  to the number of shares of Common  Stock so held,  to
payment or distribution of any assets  remaining after all required  payments to
holders of Preferred  Stock.  A  liquidation,  dissolution  or winding up of the
Corporation, as such terms are used in this Section B(3), shall not be deemed to
be occasioned by or to include any  consolidation  or merger of the  Corporation
with  or into  any  other  corporation  or  corporations  or a  sale,  lease  or
conveyance of all or part of

                                       2

<PAGE>


its assets.
         4.  Redemption.  The Preferred Stock of each series shall be subject to
redemption if so provided,  and at the prices, and upon the terms and conditions
stated,  in the  amendment to the Articles of  Incorporation  providing  for the
issuance of each such series of Preferred Stock.
          5.  Voting.  The holders of each series of the  Preferred  Stock shall
have no voting  power  except as may be required by law, or as may be  provided,
and upon the terms and  conditions  stated,  in the amendment to the Articles of
Incorporation providing for the issuance of each such series of Preferred Stock.
Except as set forth  hereinabove,  the entire and  exclusive  voting  rights are
vested in the holders of the Common Stock. Each holder of the Common Stock shall
have one vote for each  share  held by him,  and each  holder  of any  series of
Preferred Stock when and if entitled to vote shall also have such votes for each
share held by him as provided in the amendment to the Articles of  Incorporation
providing for the issuance of each such series of Preferred Stock.
         6. Pre-emptive  Rights.  No holder of any share of capital stock of the
Corporation,  whether now or hereafter authorized or outstanding, shall have any
pre-emptive  or  preferential  right to purchase or subscribe to purchase i) any
shares  of stock of any  class of the  Corporation  or other  security  that the
Corporation may determine to issue,  whether share of stock or other security to
be issued is now or hereafter authorized, ii) any warrants, rights or options to
purchase any stock or other security , or iii) any obligation  convertible  into
any such stock or other security or into warrants, rights or options to purchase
any such stock or other security.

                                   ARTICLE IV
                                    DIRECTORS
     The number of directors  shall be fixed by the  By-Laws.  In the absence of
such a provision in the By-Laws, the number of directors shall be nine. Upon the
effective date of these Third Restated Articles of  Incorporation,  the Board of
Directors  shall divide the directors of the  corporation  into three classes as
nearly  equal in number as  possible.  The term of office of the first  class of
directors  shall expire at the first annual  meeting of  stockholders  after the
initial election dividing directors into such classes,  that of the second class
shall expire at the second annual meeting after such  election,  and that of the
third class at the third  annual  meeting  after such  election.  At each annual
meeting of stockholders,  successors to the class of directors whose terms shall
then  expire and any other  nominees  for  election  as a director of such class
shall be elected to hold office until the third  succeeding  annual meeting.  If
the number of directors is changed, any newly created  directorships or decrease
in  directorships  shall be so  apportioned  among the  classes  by the Board of
Directors  as to make all  classes  as  nearly  equal  in  number  as  possible.
Vacancies  resulting  from an increase in the number of directors may be created
and  filled by  action of the Board of  Directors  between  annual  meetings  of
stockholders.  A  director  may be  removed  only if the number of votes cast to
remove the director constitutes more than two-thirds (2/3) of the votes entitled
to be cast at an election of directors.

                                    ARTICLE V
                                 INDEMNIFICATION
     A.  Definitions.  For purposes of this Article, the following definitions

                                       3

<PAGE>


shall apply:
         "Act" means the  Virginia  Stock  Corporation  Act, as it exists on the
date hereof or is hereafter amended, or any successor or comparable provision of
law if such Act is repealed.

         "eligible person" means a person who is or was a director or officer of
the Corporation, or while serving as such director or officer, is or was serving
at the request of the Corporation as a director,  trustee, partner or officer of
another corporation, affiliated corporation,  partnership, joint venture, trust,
employee  benefit plan or other  enterprise.  A person shall be considered to be
serving an employee benefit plan at the  Corporation's  request if his duties to
the Corporation also impose duties on, or otherwise  involve services by, him to
the plan or to participants in or beneficiaries of the plan.

         "expenses" includes,  without limitation,  counsel fees, expert witness
fees, and costs of investigation,  litigation and appeal, as well as any amounts
expended in asserting a claim for indemnification.

         "liability"  means  the  obligation  to  pay  a  judgment,  settlement,
penalty,  fine (including any excise tax assessed with respect to any employment
benefit plan), or reasonable expenses incurred with respect to a proceeding.

         "party" includes,  without limitation, an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

         "proceeding" means any threatened,  pending, or completed action, suit,
or proceeding  whether civil,  criminal,  administrative,  or investigative  and
whether formal or informal.

     B.  Indemnification of Officers and Directors.
         1. To the full extent that the Act permits the limitation or
elimination  of the liability of directors and officers,  no director or officer
of the  Corporation  made a party  to any  proceeding  shall  be  liable  to the
Corporation  or  its  stockholders  for  monetary  damages  arising  out  of any
transaction,  occurrence  or  course  of  conduct,  whether  occurring  prior or
subsequent to the effective date of this Article V.
         2. To the full  extent  permitted  by the Act,  the  Corporation  shall
indemnify any eligible person who was or is a party to any proceeding, including
a proceeding  brought by or in the right of the  Corporation or brought by or on
behalf of the stockholders of the Corporation, against any liability incurred by
him in connection with such proceeding  unless he engaged in willful  misconduct
or a knowing  violation  of the criminal  law. To the same extent,  the Board of
Directors is hereby  empowered,  by a majority vote of a quorum of disinterested
directors, to enter into a contract to indemnify any director or officer against
liability  and/or to  advance  or  reimburse  his  expenses  in  respect  to any
proceedings arising from any act or omission,  whether occurring before or after
the execution of such contract.
         3.  The  provisions  of this  Article  V  shall  be  applicable  to all
proceedings  commenced  after  it  becomes  effective,  arising  from any act or
omission, whether occurring before or after such effective date. No amendment or
repeal of this Article V shall impair or otherwise diminish the rights

                                       4

<PAGE>


provided under this Article V (including those created by contract) with respect
to any  act or  omission  occurring  prior  to such  amendment  or  repeal.  The
Corporation   shall   promptly   take  all  such   actions  and  make  all  such
determinations and authorizations as shall be necessary or appropriate to comply
with its obligation to make any indemnity against  liability,  or to advance any
expenses,  under  this  Article  V and  shall  promptly  pay  or  reimburse  all
reasonable expenses, including attorneys' fees, incurred by any such director or
officer in connection with such actions and determinations or proceedings of any
kind arising therefrom.
         4. The  termination of any proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  shall not of
itself  create a  presumption  that the  director  or  officer  did not meet any
standard of conduct that is a  prerequisite  to the limitation or elimination of
liability  provided in Section B(1) of this Article V or to his  entitlement  to
indemnification under Section B(2) of this Article V.
         5. No  indemnification  under  Section  B(2) of this  Article V (unless
ordered  by a  court  of  law)  shall  be  made  by the  Corporation  without  a
determination  in the  specific  case  that  indemnification  is  proper  in the
circumstances  because the proposed  indemnitee  has met the standard of conduct
that is a prerequisite to his entitlement to indemnification  under Section B(2)
of this Article V.
         The determination shall be made:
     (a)      By the Board of Directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
     (b) If a quorum  cannot be obtained  under  subsection  (a) of this Section
B(5), by majority vote of a committee duly  designated by the Board of Directors
(in which  designation  directors who are parties may  participate),  consisting
solely of two or more directors not at the time parties to the proceeding;
     (c)      By special legal counsel:
          i)  selected by the Board of  Directors  in the manner  prescribed  in
              subsection (a) of this Section B(5) or its committee in the manner
              prescribed in subsection (b) of this Section B(5); or

          ii)     if a quorum of the Board of Directors cannot be obtained under
                  subsection (a) of this Section B(5) and a committee  cannot be
                  designated under subsection (b) of this Section B(5), selected
                  by a majority  vote of the full Board of  Directors  including
                  directors who are parties; or

     (d) By the stockholders,  but shares owned by or voted under the control of
directors who are at the time parties to the  proceeding may not be voted on the
determination.
         Authorization of indemnification and evaluation as to reasonableness of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  appropriate,  except that if the  determination  is made by
special legal counsel,  such  authorizations  and  evaluations  shall be made by
those entitled under subsection (c) of this Section B(5) to select counsel.
         Notwithstanding the foregoing,  in the event there has been a change in
the  composition  of a majority of the Board of Directors  after the date of the
alleged act or omission  with  respect to which  indemnification,  an advance or
reimbursement is claimed, any determination as to such indemnification,

                                       5

<PAGE>


advance or  reimbursement  shall be made by special legal counsel agreed upon by
the Board of Directors  and the proposed  indemnitee.  If the Board of Directors
and the proposed indemnitee are unable to agree upon such special legal counsel,
the Board of Directors and the proposed  indemnitee each shall select a nominee,
and the nominees shall select such special legal counsel.
         6.  (a) The  Corporation  shall  pay for or  reimburse  the  reasonable
expenses  incurred by a director or officer (and may do so for a person referred
to in Section B(7) of this Article V) who is a party to a proceeding  in advance
of final disposition of the proceeding or the making of any determination  under
Section B(2) of this Article V if the director,  officer or person  furnishes to
the Corporation:
         i) a written statement,  executed personally,  of his good faith belief
    that  he has met the  standard  of  conduct  that is a  prerequisite  to his
    entitlement to indemnification under Section B(2) of this Article V; and

         ii) a written  undertaking,  executed  personally or on his behalf,  to
    repay the advance if it is ultimately  determined  that he did not meet such
    standard of conduct.

              (b) The  undertaking  required by paragraph (ii) of subsection (a)
of this Section B(6) shall be an unlimited  general  obligation  but need not be
secured and may be  accepted  without  reference  to  financial  ability to make
repayment.
              (c)  Authorizations  of payments  under this Section B(6) shall be
made by the persons specified in Section B(5) of this Article V.
         7. The Board of Directors is hereby  empowered,  by majority  vote of a
quorum  consisting  of  disinterested  directors,  to cause the  Corporation  to
indemnify or contract to indemnify  any person not  specified in Section B(2) of
this Article V who was, is or may become a party to any proceeding, by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit  plan or other  enterprise,  to the same or a lesser  extent  as if such
person were specified as one to whom  indemnification is granted in Section B(2)
of this Article V. The  provisions of Sections B(3) through B(6) of this Article
V shall be applicable to any  indemnification  provided pursuant to this Section
B(7).
         8. The Corporation may purchase and maintain  insurance to indemnify it
against the whole or any portion of the  liability  assumed by it in  accordance
with this Article V and may also procure insurance, in such amounts as the Board
of Directors  may  determine,  on behalf of any person who is or was a director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against any  liability  asserted  against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Article V.
         9. Every reference herein to directors,  officers,  employees or agents
shall  include  former  directors,  officers,  employees  and  agents  and their
respective  heirs,  executors and  administrators.  The  indemnification  hereby
provided and provided hereafter pursuant to the power hereby conferred by this

                                       6

<PAGE>


Article V on the Board of  Directors  shall not be exclusive of any other rights
to which any person may be  entitled,  including  any right  under  policies  of
insurance  that may be purchased and  maintained by the  Corporation  or others,
with respect to claims,  issues or matters in relation to which the  Corporation
would not have the power to indemnify  such person under the  provisions of this
Article V. Nothing herein shall prevent or restrict the power of the Corporation
to make or provide for any further  indemnity,  or  provisions  for  determining
entitlement to indemnity, or provisions for indemnification agreements, By-Laws,
or other arrangements (including, without limitation, creation of trust funds or
security  interests  funded by letters of credit or other means) approved by the
Board of Directors (whether or not any of the directors of the Corporation shall
be a party to or beneficiary of any such agreements,  By-Laws or  arrangements);
provided,  however,  that any  provision  of such  agreements,  By-Laws or other
arrangements  shall not be effective if and to the extent that it is  determined
to be contrary  to this  Article V or  applicable  laws of the  Commonwealth  of
Virginia,  but  other  provisions  of any  such  agreements,  By-Laws  or  other
arrangements shall not be affected by any such determination.
         10. Each provision of this Article V shall be severable, and an adverse
determination  as to any such  provision  shall in no way affect the validity of
any other provision.

                                   ARTICLE VI
                                   AMENDMENTS
     Adoption of an  amendment  to Article IV or this  Article VI of these Third
Restated Articles of Incorporation, or Articles II(3), II(5), III(2), III(3), or
III(4) of the Second Restated By-Laws requires, of each voting group entitled to
vote thereon, approval of the amendment by more than two-thirds of all the votes
entitled to be cast by that voting  group.  Adoption of all other  amendments to
the Articles of  Incorporation  requires,  of each voting group entitled to vote
thereon,  approval  of the  amendment  by a  majority  of a quorum of the voting
group.  Nothing in this  Article VI shall be  construed  to require  shareholder
approval of an  amendment  or  amendments  to these  Articles  of  Incorporation
providing for the issuance of any series of Preferred  Stock in accordance  with
Article III(B) of these Articles of Incorporation.

                                   ARTICLE VII
                                  MISCELLANEOUS
     A.  The Corporation elects not to be governed by Article 14 of the Act,
entitled "Affiliated Transactions."
     B. The  Corporation  elects not to be governed by Article  14.1 of the Act,
entitled  "Control  Share  Acquisitions,"  and such  Article  shall not apply to
acquisitions of shares of the Corporation.


                                       7

