

          As filed with the Securities and Exchange Commission on April 28, 2000
                                                           Registration No. 333-

         =======================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    ---------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

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

          VIRGINIA                                     5331
 (State or Other Jurisdiction of          (Primary Standard Industrial
 Incorporation or Organization)           Classification Code Number)

                                   54-1387365
                                (I.R.S. Employer
                               Identification No.)

          500 VOLVO PARKWAY, CHESAPEAKE, VIRGINIA 23320, (757)321-5000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

       FREDERICK C. COBLE, SENIOR VICE PRESIDENT - CHIEF FINANCIAL OFFICER
          500 VOLVO PARKWAY, CHESAPEAKE, VIRGINIA 23320, (757) 321-5000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                            ------------------------

                                   Copies to:
                            WILLIAM A. OLD, JR., ESQ.
                           JOHN S. MITCHELL, JR., ESQ.
                             HOFHEIMER NUSBAUM, P.C.
                         999 WATERSIDE DRIVE, SUITE 1700
                             NORFOLK, VIRGINIA 23510
                            TELEPHONE: (757) 629-0613
                            FACSIMILE: (757) 629-0660

                                  ------------

         APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From
time to time after this registration statement becomes effective.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]


<PAGE>

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ]

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. [ ]

                                  ------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                              Proposed          Proposed
                       Number of Shares        Maximum           Maximum
  Title of Shares            to Be         Offering Price       Aggregate        Amount of
 to Be Registered         Registered        per Share(1)     Offering Price     Registration Fee
--------------------------------------------------------------------------------------------------

<S>                       <C>                <C>               <C>                <C>
Common Stock              1,800,000          $50.21875         $90,393,750        $23,863.95

--------------------------------------------------------------------------------------------------

<FN>

(1)      Estimated  pursuant to paragraph (c) of Rule 457 solely for the purpose
         of  calculating  the  registration  fee,  based upon the average of the
         reported high and low sales prices for a share of Common Stock on April
         24, 2000, as reported on the Nasdaq National Market.
</FN>
</TABLE>

                                  ------------

         The registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereunder  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

==========================================================================




<PAGE>



                                EXPLANATORY NOTE:

         This  registration  statement  relates to the registration of 1,800,000
shares  of our  common  stock  which  will be held by the  selling  shareholders
identified  herein.  These  shareholders are to receive the shares in connection
with the merger of our wholly  owned  subsidiary  into Dollar  Express,  Inc., a
Pennsylvania  corporation,  pursuant to the terms of a merger agreement included
as an exhibit to our Current  Report on Form 8-K,  filed with the  Commission on
April 11, 2000. Such registration is required pursuant to a registration  rights
agreement  entered  into by our company and those  shareholders,  which was also
filed as an exhibit to the same Current Report.

         The requirements of the  registration  rights agreement call upon us to
register  1,800,000  shares  for  resale,  but  permit us to  include an initial
prospectus  for  only  900,000  shares.  We are  required  to  file  an  amended
prospectus  pursuant to Rule  424(b)(3)  under the  Securities Act no later than
October 15,  2000 to permit the sale of the entire  1,800,000  shares.  For this
reason,  this  registration  statement,  as filed on April 28, 2000,  contains a
prospectus covering the resale of only 900,000 shares.



<PAGE>



The  information in this  prospectus is not complete and may be changed  without
notice.  The  selling  shareholders  may not sell  these  securities  until  the
registration  statement  filed with the  Securities  and Exchange  Commission is
effective.  This  prospectus  is not an offer to sell these  securities  and the
selling  shareholders are not soliciting an offer to buy these securities in any
state jurisdiction where the offer or sale is not permitted.

Prospectus (Not Complete)
Issued April 28, 2000



                                 900,000 Shares

                            Dollar Tree Stores, Inc.

                                  Common Stock


         This  prospectus  relates  to the public  offering,  which is not being
underwritten, of 900,000 shares of our common stock which is held by some of our
current shareholders.

         The  prices at which  such  shareholders  may sell the  shares  will be
determined  by the  prevailing  market  price for the  shares  or in  negotiated
transactions.  We will  not  receive  any of the  proceeds  from the sale of the
shares.

         Our common  stock is quoted on the  Nasdaq  National  Market  under the
symbol  "DLTR" On April 24, 2000,  the average of the high and low price for the
common stock was $50.8125.

         Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4.

                         -------------------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                         -------------------------------



    =========================================================================
                  The date of this prospectus is April , 2000.


                                        1

<PAGE>



                          CERTAIN INTRODUCTORY MATTERS

         Dollar Tree(R),  98 CENTS Clearance  Centers(R),  Only $One(R),  Dollar
Express(R) and the related logos are our registered trademarks. Other trademarks
referred to in this prospectus are trademarks of their legal owners.

         This  prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities  offered hereby by anyone in any  jurisdiction
in which such offer or  solicitation  is not  authorized  or in which the person
making such offer or  solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation.

         References to "we," "our" and "the company"  generally  refer to Dollar
Tree Stores,  Inc. and its direct and indirect  subsidiaries  on a  consolidated
basis.

                    WARNING ABOUT FORWARD-LOOKING STATEMENTS


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

         o        our anticipated comparable store net sales and growth plans;

         o        the  integration  of Dollar  Express into our business and the
                  effect of Dollar Express on our operating results;

         o        our future operating  costs,  such as merchandise and shipping
                  costs, wages and rents;

         o        the  reliability  of our  sources  of  supply  in the  future,
                  particularly China;

         o        the  capacity  and  performance  of our  existing  and planned
                  distribution   centers,   including   opening  and   expansion
                  schedules; and

         o        our expectations regarding competition.

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

         o        possible  difficulties  in  meeting  our  expansion  goals and
                  anticipated comparable store net sales;

         o        possible delays,  costs and other  difficulties in integrating
                  Dollar Express with our business;

         o        possible increases in merchandise costs,  shipping rates, wage
                  levels,  inflation and competition and other adverse  economic
                  factors;



                                        2

<PAGE>



         o        our  vulnerability  to changes in our foreign trade  relations
                  and  import  tariffs  and  restrictions,   particularly  those
                  affecting China; and

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

         For  additional  discussion of the factors that could affect our actual
results, performance or actions, see "Risk Factors" on page 4 of this prospectus
and "Management's  Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" in the documents  incorporated by reference into this
prospectus.

         Our  forward-looking  statements  could be wrong in light of these  and
other risks, uncertainties and assumptions.  The future events,  developments or
results  described  in  this  prospectus  or in the  documents  incorporated  by
reference into this  prospectus  could turn out to be materially  different from
those we discuss or imply.  We have no obligation  to publicly  update or revise
our  forward-looking  statements  after  the  date on the  front  cover  of this
prospectus and you should not expect us to do so.

             -------------------------------------------------------

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with  different  information.  If  anyone  provides  you with  different  or
inconsistent  information,  you should not rely on it. You should  also be aware
that while we do, from time to time, communicate with securities analysts, it is
against our policy to disclose to them any  material  nonpublic  information  or
other confidential  commercial information.  Accordingly,  you should not assume
that we agree with any statement or report  issued by any analyst  regardless of
the content of the statement or report.  We also have a policy  against  issuing
financial  forecasts or projections or confirming those issued by others.  Thus,
to  the  extent  that  reports  issued  by  securities   analysts   contain  any
projections, forecasts or opinions, such reports are not our responsibility. You
should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this  prospectus.  Our business,  financial
condition, results of operations and prospects may have changed since that date.
Information on our web site or in our promotional literature is not incorporated
into this prospectus and you should not rely on that information.




                                        3

<PAGE>



                                   THE COMPANY

         Dollar  Tree's  principal  executive  offices  are located at 500 Volvo
Parkway,  Chesapeake,  Virginia 23320.  Dollar Tree's  telephone number is (757)
321-5000.


                                  RISK FACTORS

         An investment in our common stock  involves a high degree of risk.  You
should carefully consider the specific risk factors listed below,  together with
all other  information  included or incorporated  in this prospectus  before you
decide to invest in our common stock.  If any of the following  risks,  or other
risks  not  presently  known  to us or  that  we  currently  believe  not  to be
significant, develop into actual events, then our business, financial condition,
results of  operations  or prospects  could be adversely  affected in a material
way. If that happens, the market price of our common stock would likely decline,
and you could lose all or part of your investment.

We may not be able to meet our aggressive expansion goals

         Our net sales growth will be jeopardized  if we cannot  continue to add
stores and store support systems in a profitable,  timely and efficient  manner.
As a single price point retailer, we cannot increase our sales price. We rely on
new and larger  stores to increase  sales.  Not including our merger with Dollar
Express in May 2000,  we expect to add 225 to 235 stores  during 2000 and expand
total  square  footage of our stores by  approximately  23% to 25%. We have also
added 106  single-price  point  stores and 25  multi-price  point  stores in the
merger.  (For a discussion of the Dollar Express merger,  see "We may experience
difficulties..." and "Costs associated with the Dollar Express merger..." on the
following  page.)  Management  believes  that we are well  positioned to add new
stores and support systems.  However, we may not achieve our targets for opening
new  stores,  and we may not expand  profitably  and  efficiently.  Any of these
events  could have a material  adverse  effect on our  business  and  results of
operations.

         Managing  our  growth  has  become  more  complex  because  we are  now
operating  in 35 states  from  coast to  coast.  We may not  anticipate  all the
challenges  that  our  expanding  operations  will  impose  on our  systems  and
personnel. Our growth depends in part on whether we can:

         o        supply an increasing  number of stores with the proper mix and
                  amount of merchandise;

         o        successfully add and operate larger stores, with which we have
                  less experience;

         o        hire,  train and  retain  an  increasing  number of  qualified
                  employees -- including associates, managers, and executives --
                  at affordable rates of compensation;

         o        find,  sign leases for,  build-out  improvements  for and open
                  suitable  store  sites  on a  timely  basis  and on  favorable
                  economic terms,  including in new geographic markets, where we
                  have  no  or  limited  experience,   and  in  our  established
                  geographic markets,  where new stores may draw sales away from
                  our existing stores; and

         o        expand and upgrade  distribution  centers and  internal  store
                  support systems in an efficient,  timely and economical manner
                  without materially slowing our rate of growth.


                                        4

<PAGE>





We may experience difficulties in integrating Dollar Express with our operations

         The anticipated  benefits of the merger with Dollar Express will not be
achieved  unless we can combine our  operations  in an efficient  and  effective
manner.  We may experience  delays,  unexpected costs and other  difficulties in
integrating  Dollar  Express.  These  difficulties  may have a material  adverse
effect on the business and operating results of the combined company. The Dollar
Express  merger  requires  the  integration  of  Dollar  Express's   merchandise
purchasing,  store operations,  shipping and receiving  operations,  real estate
leasing  functions,  and  management  team with those of Dollar Tree. We believe
that the  continued  employment  of Dollar  Express's  operations  personnel and
certain  members  of  Dollar  Express's  management  team  is  critical  to  the
successful integration and operation of the combined company. We may not be able
to retain these employees.  Moreover,  full integration of the two organizations
will  require  considerable  time  and  effort  on the  part  of  Dollar  Tree's
management.

Costs associated with the Dollar Express merger will reduce our net income

         We anticipate that the costs  associated with the Dollar Express merger
and integration  will be  approximately  $6.0 to $7.0 million.  These costs will
have a material adverse effect on the operating results of the combined company,
especially  in the  second  quarter  of  2000  when  they  will  be  charged  to
operations.  Moreover, we may not have anticipated all of the costs that will be
generated by the merger and integration  process. We expect that the merger will
be  accretive  to our net  income  per  share in 2000  before  consideration  of
one-time costs associated with the merger and integration.  However,  because we
believe such costs will exceed the  financial  synergies we realize in 2000,  we
expect the merger to be dilutive in 2000 when we include such costs.  To achieve
these  synergies,  we must  improve the quality and  decrease the cost of Dollar
Express's merchandise as well as identify and eliminate redundant operations. We
may  experience  delays  in, or be unable to  achieve,  our  expected  financial
synergies.

We could encounter unforeseen  disruptions or costs in receiving  merchandise in
our distribution centers and shipping it to our stores

         Our future success  depends on our ability to obtain  merchandise  from
suppliers and ship it to our stores in a timely and cost efficient manner. There
is little  excess  capacity  in our  current  distribution  system and our rapid
growth,  including  the stores we added in the  Dollar  Express  merger,  places
significant  pressure on this critical  function.  Moreover,  we may  experience
higher than expected costs and  disruptions  in  integrating  the Dollar Express
distribution system with our own. We may not be able to anticipate or respond to
all the changing  demands of our expanding  operations and some of these demands
may be beyond our ability to control.  Disruptions,  delays or costs relating to
our receiving and  distribution  systems could have a material adverse effect on
our business or results of operations.

         We currently  operate  distribution  centers in  Chesapeake,  Virginia;
Olive  Branch,  Mississippi;   Chicago,  Illinois;  Stockton,   California;  and
Philadelphia,  Pennsylvania.  We plan to open a distribution center in Savannah,
Georgia in the first  quarter of 2001.  Some of the  factors  that could have an
adverse effect on our distribution and receiving  systems,  business and results
of operations are:

         o        Dollar  Express  distribution  system.  Dollar  Express  ships
                  inventory  to its stores more  frequently  than  Dollar  Tree.
                  Within a short time-frame, we must understand Dollar


                                        5

<PAGE>



                  Express's challenging distribution requirements,  manage their
                  distribution  network,  and  integrate   the  Dollar   Express
                  distribution  system with our own. We expect this will require
                  a significant commitment from our management team. Among other
                  things, we must modify our inventory management system to cope
                  with  Dollar Express's   demands and improve the  performance
                  of Dollar  Express's  distribution  system  to  Dollar  Tree's
                  standards.  Dollar Express's existing  distribution  system is
                  not adequate to support the future operation of their stores.

         o        Expansion,  replacement and addition of distribution  centers.
                  We must expand,  replace and build new distribution centers on
                  a tight and demanding  time  schedule in order to  accommodate
                  our aggressive growth plans.

         o        Continuing   costs   associated  with  replaced   distribution
                  centers.   In  1998,   we  replaced  our  Memphis,   Tennessee
                  distribution  center  with our  fully  automated  distribution
                  center  located in  Mississippi.  In January 2000, we replaced
                  our Sacramento,  California  distribution  center with our new
                  facility  located  in  Stockton,  California.  We will  remain
                  liable for rent and pass-through costs under the Memphis lease
                  until September 2005 and the Sacramento lease until June 2008.
                  The lease for the main Philadelphia  distribution  center does
                  not expire  until  December  31,  2002.  We may not be able to
                  secure an  acceptable  long-term  sublease  for these sites or
                  other leased sites we may replace in the future.

         o        Natural or man-made disasters.  A fire, explosion,  hurricane,
                  tornado,  flood,  earthquake  or other  disaster at any of our
                  distribution   facilities   could  result  in  a   significant
                  disruption in our distribution  system,  particularly  because
                  there  will be little  excess  capacity  in our system for the
                  foreseeable   future.   The   facilities  in  California   and
                  Mississippi are susceptible to earthquakes.  The facilities in
                  Mississippi,   Virginia   and  Georgia  are   susceptible   to
                  hurricanes.

Economic conditions such as inflation could adversely affect our business

         Our  future  success  depends  on our  ability  to manage the effect of
future changes in economic  conditions in the United States -- where we both buy
and sell merchandise -- and in China and Asia -- where we buy a large portion of
our merchandise.  Inflation,  particularly in the areas of operating,  labor and
merchandise costs, affects our business significantly. Past increases in minimum
wage and trans-Pacific  ocean shipping rates have had an important effect on our
results of operations.  Any future increases are also expected to have an impact
on our results of operations.  As a fixed price point retailer,  we cannot raise
the price of our  merchandise to offset cost increases.  Instead,  we attempt to
offset  a cost  increase  in one  area by  finding  cost  savings  or  operating
efficiencies  in  another  area.  We may not  realize  future  cost  savings  or
operating  efficiencies  that will offset future cost increases.  Our failure to
realize offsetting cost savings or operating  efficiencies could have a material
adverse effect on our business and results of operations.

We rely on imported merchandise, especially from China

         Our future  success  depends  on  whether  we can import an  increasing
quantity of merchandise at


                                        6

<PAGE>



favorable costs.  Merchandise imported directly from overseas  manufacturers and
agents accounts for  approximately  40% to 45% of total purchases at retail.  In
addition,  our  management  believes that a small portion of the  non-consumable
goods that we purchase from domestic  vendors is imported.  China is the primary
source of our imports.  While we do not expect to significantly increase imports
as a percentage  of our  merchandise,  imported  goods are less  expensive  than
domestic goods and have contributed  significantly to our historically favorable
profit margins.

         In the  event  Chinese  or  other  imported  merchandise  becomes  more
expensive  or  unavailable,  we  believe we could  find  alternative  sources of
supply.  However, the transition to alternative sources may not occur in time to
meet our demands.  Products  from  alternative  sources  could also be of lesser
quality  and more  expensive  than those we  currently  import.  As a result,  a
disruption  in the flow of  imported  merchandise  or an increase in the cost of
those goods could have a material  adverse effect on our business and results of
operations. Imported goods present significant risks including:

         o        disruptions  in the flow of imported  goods because of factors
                  such as:

                  o        material  shortages,  work  stoppages,   strikes  and
                           political unrest;

                  o        economic  crises,  such as those  experienced  by the
                           countries of Southeast Asia beginning in 1998;

                  o        shipping container shortages;

                  o        international  disputes,  such as tensions  resulting
                           from China's  claims to  sovereignty  over Taiwan and
                           NATO's bombing of China's embassy in Yugoslavia; and

         o        increases  in the  cost  of  purchasing  or  shipping  foreign
                  merchandise, resulting from

                  o        failure to renew normal trade  relations  with China,
                           formerly  known  as  "most  favored  nation"  trading
                           status;

                  o        import   duties,   import   quotas  and  other  trade
                           sanctions;

                  o        shipping rate increases  imposed by the trans-Pacific
                           shipping cartel; and

         o        poor  compliance by certain  foreign  manufacturers  with U.S.
                  laws governing the design, manufacture, packaging and labeling
                  of products.

         Chinese goods imported into the United States currently enjoy favorable
duties  because the United States grants China normal trade  relations.  China's
favorable trade status is reviewed on an annual basis and is currently  extended
through July 2, 2000. In November 1999, the United States and China finalized an
agreement  concerning China's future membership in the World Trade Organization.
In conjunction with this process, President Clinton has asked Congress to remove
normal trade relations with China from annual review.  However,  there continues
to be  significant  political  opposition to the  permanent  extension of normal
trade relations with China. Failure to renew normal trade relations could have a
material adverse effect on our business and results of operations.  For example,
administration


                                        7

<PAGE>



officials  testified in June 1999 that ending normal trade  relations with China
would  raise   tariffs  on  Chinese   products   from  their   current   overall
trade-weighted average of 4% to an estimated 44%. Even if normal trade relations
with China become  permanent,  the United  States could  impose  punitive  trade
sanctions on Chinese goods for a variety of reasons.  In 1995, the United States
threatened to impose  punitive  trade  tariffs on certain  categories of Chinese
goods in response to China's  failure to protect  the  intellectual  property of
U.S. businesses. Although no punitive import duties are currently imposed, these
duties  could  equal  as  much as 100% of the  cost of  certain  Chinese  goods.
Depending on the goods  affected,  an increase in tariffs or the  imposition  of
trade  restrictions  could impose  significantly  higher purchasing costs on our
company.

Our operating  results,  including  comparable store net sales,  could fluctuate
significantly

         We have  experienced  fluctuations in our net sales growth,  comparable
store  net  sales,  operating  income  and  net  income,  and  we  expect  those
fluctuations to continue. Changes in our quarterly and annual operating results,
including  comparable store net sales, could cause the price of our common stock
to fluctuate  substantially.  We experience a disproportionately large amount of
our net sales and a substantial  majority of our income during the Christmas and
Easter seasons. If for any reason our net sales were below seasonal norms during
the  Christmas or Easter  season,  our  operating  results  would be  materially
adversely affected.  Our results of operations,  including  comparable store net
sales, fluctuate for a variety of reasons, including:

         o        shifts in the timing of certain holidays;

         o        the timing of new store openings;

         o        the net sales contributed by new and expanded stores;

         o        changes in our merchandise mix;

         o        competition; and

         o        economic and weather conditions.

         Over the  past  few  years  annual  comparable  store  net  sales  have
increased  at least 5% each year.  We believe that future  comparable  store net
sales increases,  if any, will be lower than those  experienced in the past. Our
business plan calls for a two to three percent  increase in comparable store net
sales in 2000. In any quarter, however,  comparable store net sales may be lower
than our annual average.

We may have difficulty  obtaining enough quality,  low-cost  merchandise to sell
profitably at our fixed $1.00 price point

         Our future success  depends on our ability to buy larger  quantities of
quality  merchandise at low prices.  We cannot maintain our gross profit margins
if the cost of our merchandise  increases  significantly because we sell only at
the fixed $1.00 price point at substantially all of our stores.  Any disruptions
in the availability of quality, low-cost merchandise in sufficient quantities to
maintain  our growth  could have a material  adverse  effect on our business and
results of operations. Quality, low-cost merchandise may not be available in the
future, or it may not be available in the quantities necessary for


                                        8

<PAGE>



our expansion. We do not have long term or continuing contracts for the purchase
of merchandise and must continuously seek out buying opportunities from both our
existing  suppliers and new sources,  for which we compete with other  retailers
including wholesalers,  discount chains, mass merchandisers,  food markets, drug
chains and club stores.

We expect to encounter increasing competition in the future

         The retail industry is highly competitive. Our competitors include mass
merchandisers  (such as  Wal-Mart),  discount  stores (such as Dollar  General),
closeout  stores (such as Odd Lots and Big Lots) and other  variety  stores.  In
past  years,  other  single-price  point  retailers  have not  been  significant
competitors.  However,  we  expect  that  our  expansion  plans  as  well as the
expansion  plans of other  single-price  point  retailers  such as 99 Cents Only
Stores  based in  Southern  California  will bring us  increasingly  into direct
competition.  Moreover,  there are no  significant  economic  barriers  to other
companies becoming single-price point retailers.  Increased competition may have
a  material  adverse  effect  on our  business,  comparable  store net sales and
results of operations.

The  substantial  number of shares that are eligible  for public sale  resulting
from this offering may adversely affect our stock price

         There are  relatively  few  restrictions  on the  resale of our  common
stock,  and a large  number of shares of common  stock are  eligible  for public
sale. Sales of substantial  amounts of these shares in the public market, or the
perception that such sales could occur,  could have a material adverse impact on
the market  price for our common  stock.  Significant  sources of future  public
sales of our common stock include:

         o        Option shares.  As of April 26, 2000,  there were  outstanding
                  options under our stock option plans for the purchase of up to
                  approximately  4.1 million shares.  About 1.9 million of these
                  option   shares   have   vested   and   could  be   purchased.
                  Substantially  all of the  shares  issuable  under  our  stock
                  option plans have been  registered  under the Securities  Act,
                  and the vast  majority  of these  shares are  freely  tradable
                  without restriction.

         o        Warrant  shares.  Before  we went  public  in 1995,  we issued
                  warrants  for the purchase of up to  5,584,900  shares.  These
                  warrants can be exercised at any time.  Upon  exercise,  these
                  warrant shares will be restricted.

         o        Restricted  shares. As of April 26, 2000,  approximately  11.7
                  million  shares of our common  stock were held by persons  who
                  acquired  them  through  private  transactions  that  were not
                  registered  under the  Securities  Act. In  addition,  up to 6
                  million  additional   restricted  shares  will  be  issued  in
                  connection with our Dollar Express merger.  This prospectus is
                  part of a registration  statement  registering  1.8 million of
                  these shares for ongoing resale.

The holders of our restricted  shares,  including warrant shares,  can generally
require that the company  register  their shares for resale,  subject to certain
limitations. Even when shares are not registered for resale, the SEC permits the
holder of common  stock who has held  shares for one year to sell the stock into
the public market subject to certain volume and other  limitations  and allows a
person who has held shares for two years to sell  without  limitation.  However,
our affiliates are always subject to the volume limit.


                                        9

<PAGE>


Our common stock price may be volatile, which could result in substantial losses
to investors in our common stock

         The  trading  price of our  common  stock  has been  and is  likely  to
continue to be highly volatile and subject to wide fluctuations in response to a
variety of internal and external factors,  some of which are beyond our control,
including:

         o        trade and political relations with China;

         o        the inflation rate, interest rates,  shipping rates,  increase
                  in the minimum wage and general economic conditions;

         o        quarterly variations in our operating results, including those
                  which may result from our merger with Dollar Express;

         o        sale of shares  of our  option  shares,  warrant  shares,  and
                  restricted shares into the public market; and

         o        changes in financial estimates by securities analysts.

Shareholders may not be able to resell their common stock at or above the public
offering  price as a result of a possible  decline in price after this offering.
Moreover,  the  stock  market  has  experienced  significant  price  and  volume
fluctuations  over the past  several  years that have often  been  unrelated  or
disproportionate  to the  operating  performance  of particular  companies.  The
trading  prices  of  many  companies'  stocks,  including  ours,  are at or near
historical highs. These trading prices may not be sustained.

Our  articles  of  incorporation  and  by-laws  could  delay  or  discourage  an
acquisition or sale of Dollar Tree

         Our articles of incorporation  and by-laws contain  provisions that may
delay or discourage a takeover attempt that a shareholder  might consider in his
best interest. These provisions, among other things:

         o        classify our board of directors  into three  classes,  each of
                  which serves for different three- year periods;

         o        provide  that  only  the  board  of  directors,   chairman  or
                  president may call special meetings of the shareholders;

         o        establish certain advance notice procedures for nominations of
                  candidates  for  election  as  directors  and for  shareholder
                  proposals to be considered at shareholders' meetings;

         o        require a vote of the holders of more than  two-thirds  of the
                  shares entitled to vote in order to remove a director or amend
                  the foregoing and certain other  provisions of the articles of
                  incorporation and bylaws; and


                                       10

<PAGE>





         o        permit the board of directors,  without  further action of the
                  shareholders,  to issue and fix the terms of preferred  stock,
                  which may have rights senior to those of the common stock.


                                 USE OF PROCEEDS

         We will not receive any of the  proceeds  from the sale of common stock
in this offering.


                              PLAN OF DISTRIBUTION

         We are registering  1,800,000 shares of Dollar Tree common stock,  $.01
per share,  on behalf of certain  selling  shareholders.  All of the shares were
issued by us in connection with our  acquisition of Dollar Express,  Inc. to the
former  shareholders  of  Dollar  Express.  Pursuant  to a  registration  rights
agreement  between  us and  those  shareholders,  we are  required  to  register
1,800,000  shares for  resale,  with an initial  prospectus  that will cover the
resale of only 900,000  shares.  We are  required to file an amended  prospectus
pursuant to Rule  424(b)(3)  under the  Securities Act no later than October 15,
2000 to permit the sale of the entire 1,800,000  shares.  For this reason,  this
prospectus covers the resale of only 900,000 shares. We will receive no proceeds
from this offering.

         The selling  shareholders are those persons named in the table below or
certain permitted donees,  transferees or successors-in-interest  selling shares
received from a named selling security holder after the date of this prospectus.
The  selling  shareholders  may sell the  shares  from time to time and will act
independently  of Dollar Tree in making  decisions  with  respect to the timing,
manner and size of each sale.  The sales may be made from time to time in one or
more types of transactions  on one or more exchanges or in the  over-the-counter
market or otherwise, at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated  transactions.  The sales may
involve broker-dealers but are not required to. The shares may be sold by one or
more of, or a combination of, the following:

         o        cross  trades  or block  trades in which a  broker-dealer  may
                  attempt  to sell the  shares  as agent  but may  position  and
                  resell a portion of the block as principal to  facilitate  the
                  transaction  or  any  other   transactions   permitted  by  an
                  applicable exchange;

         o        purchases  by a  broker-dealer  as  principal  and resale by a
                  broker-dealer for its account pursuant to this prospectus;

         o        an exchange  distribution  in accordance  with the rules of an
                  applicable exchange;

         o        ordinary brokerage  transactions and transactions in which the
                  broker  solicits  purchasers,  which may include long or short
                  sales;

         o        "at  the  market"  to or  through  market  makers  or  into an
                  existing market for the shares;

         o        through  transactions in options or swaps or other derivatives
                  (whether exchange-listed or not);


                                       11

<PAGE>


         o        in other ways,  not  involving  market  makers or  established
                  trading markets including sales effected through agents; and

         o        in  privately  negotiated  transactions,   including  but  not
                  limited to exchange trusts or similar exchange vehicles.

         To the extent required,  this prospectus may be amended or supplemented
from time to time to  describe a specific  plan of  distribution.  In  effecting
sales,  broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in the resales.

         The  selling  shareholders  may enter into  hedging  transactions  with
broker-dealers in connection with  distributions of the shares or otherwise.  In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging  the  positions  they assume with  selling  shareholders.  The
selling  shareholders  also may sell shares  short and  redeliver  the shares to
close out such short positions.  The selling  shareholders may enter into option
or other  transactions  with  broker-dealers  which  require the delivery to the
broker-dealer  of the shares.  The  broker-dealer  may then resell or  otherwise
transfer such shares pursuant to this prospectus.  The selling shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so  loaned,  or upon a default  the  broker-dealer  may sell the  pledged
shares pursuant to this prospectus.

         In effecting sales,  broker-dealers engaged by the selling shareholders
may arrange for other  broker-dealers  to participate.  Broker-dealers or agents
may receive  compensation in the form of  commissions,  discounts or concessions
from   selling   shareholders.   Broker-dealers   or  agents  may  also  receive
compensation from the purchasers of the shares for whom they act as agents or to
whom  they  sell  as  principals,  or  both.  Compensation  as  to a  particular
broker-dealer  may be in excess of customary  commissions and will be in amounts
to be negotiated in connection with the sale.  Broker-dealers  or agents and any
other participating  broker-dealers or the selling shareholders may be deemed to
be  "underwriters"  within the meaning of Section 2(11) of the Securities Act in
connection with sales of the shares. Accordingly, any such commission,  discount
or  concession  received  by them and any  profit on the  resale  of the  shares
purchased  by them may be deemed to be  underwriting  discounts  or  commissions
under the  Securities  Act.  Because  selling  shareholders  may be deemed to be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, the
selling shareholders will be subject to the prospectus delivery  requirements of
the Securities Act. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144  promulgated  under the Securities Act may
be sold under Rule 144 rather  than  pursuant  to this  prospectus.  The selling
shareholders  have  advised us that they have not entered  into any  agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their  securities.  There is no underwriter or  coordinating  broker
acting in connection with the proposed sale of shares by selling shareholders.

         The shares will be sold only through  registered or licensed brokers or
dealers if required under  applicable  state  securities  laws. In addition,  in
certain  states the shares may not be sold unless they have been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.



                                       12

<PAGE>


         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the shares may not  simultaneously  engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution.  In addition, each
selling shareholder will be subject to applicable provisions of the Exchange Act
and the  associated  rules and  regulations  under the Exchange  Act,  including
Regulation  M, which  provisions  may limit the timing of purchases and sales of
shares of our common stock by the selling  shareholders.  We will make copies of
this prospectus  available to the selling shareholders and have informed them of
the need for delivery of copies of this  prospectus to purchasers at or prior to
the time of any sale of the shares.

         We will file a supplement to this prospectus, if required,  pursuant to
Rule  424(b)  under  the  Securities  Act  upon  being  notified  by  a  selling
shareholder  that  any  material  arrangement  has  been  entered  into  with  a
broker-dealer  for the sale of shares through a block trade,  special  offering,
exchange  distribution  or secondary  distribution  or a purchase by a broker or
dealer. The supplement will disclose:

         o        the  name  of  each  such  selling   shareholder  and  of  the
                  participating broker-dealer(s);

         o        the number of shares involved;

         o        the price at which such shares were sold;

         o        the  commissions  paid or discounts or concessions  allowed to
                  such broker-dealer(s), where applicable;

         o        that such  broker-dealer(s)  did not conduct any investigation
                  to verify the information set out or incorporated by reference
                  in this prospectus; and

         o        other facts material to the transaction.

         In addition,  upon being notified by a selling shareholder that certain
permitted donees, transferees or successors-in-interest intend to sell more than
500 shares, we will file a supplement to this prospectus.

         We will  bear  all  costs,  expenses  and fees in  connection  with the
registration of the shares.  The selling  shareholders will bear all commissions
and discounts,  if any,  attributable to the sales of the shares. We have agreed
to indemnify each selling  shareholder  against certain  liabilities,  including
certain liabilities  arising under the Securities Act. The selling  shareholders
may  agree  to  indemnify  any  broker-dealer  or  agent  that  participates  in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including liabilities arising under the Securities Act. The selling shareholders
have agreed to indemnify us and certain persons,  including  broker-dealers  and
agents,  against  certain  liabilities  in  connection  with the offering of the
shares, including liabilities arising under the Securities Act.


                                       13

<PAGE>

                              SELLING SHAREHOLDERS

         The  following  table sets forth the number of shares  owned by each of
the selling  shareholders.  None of the selling  shareholders has had a material
relationship with Dollar Tree within the past three years other than as a result
of the  ownership of the shares or other  securities of Dollar Tree. No estimate
can be  given  as to the  amount  of  shares  that  will be held by the  selling
shareholders after completion of this offering because the selling  shareholders
may  offer  all or  some  of the  shares  and  because  there  currently  are no
agreements,  arrangements or  understandings  with respect to the sale of any of
the shares.  The shares  offered by this  prospectus may be offered from time to
time by the selling shareholders named below.
<TABLE>
<CAPTION>

                                                                                                      Number of
                                                           Number of Shares        Percent of           Shares
                                                             Beneficially         Outstanding          Offered
         Name of Selling Shareholder                          Owned (1)            Shares (2)       Hereby (1)(3)
         ---------------------------                          ----------           ----------       -------------
<S>                                                            <C>                     <C>              <C>
Bernard Spain                                                  1,675,039(8)            2.5              257,377
Murray  Spain                                                  1,882,537(9)            2.8              255,414
Bernard Spain Family Limited Partnership(4)                      220,551(10)            *                33,943
Murray Spain Family Limited Partnership(5)                       231,098(11)            *                35,566
Global Private Equity III Limited Partnership(6)               1,663,847(12)           2.4              256,066
Advent PGGM Global Limited Partnership(6)                        254,964(13)            *                39,239
Advent Partners GPE III Limited Partnership(6)                   25,122 (14)            *                 3,866
Advent Partners Limited Partnership(6)                            10,920(15)            *                 1,681
Advent Partners (NA) GPE III Limited Partnership(6)                7,431(16)            *                 1,144
Guayacan Private Equity Fund Limited Partnership(7)               58,977(17)            *                 9,077
Dollar Express Investment LLC                                     43,061(18)            *                 6,627
                                                         --------------------           --          -----------
                TOTAL                                          5,852,996               8.6              900,000

<FN>
*        Represents beneficial ownership of less than 1%.

(1)      For each selling shareholder, beneficial ownership includes a number of
         shares ("Merger Shares") to be received at the closing on the merger of
         Dollar Tree with Dollar  Express.  The aggregate  Merger Shares include
         292,398  of  shares  ("Escrow  Shares")  contributed  on behalf of each
         selling  shareholder to State Street Bank & Trust as escrow agent under
         an escrow  agreement  with Dollar  Tree which the selling  shareholders
         will enter into in connection with the merger with Dollar Express.  The
         selling shareholders have the ability to direct the disposition of such
         Escrow  Shares,  including  by  sale  under  this  prospectus,  but the
         proceeds shall remain in escrow until it is terminated  pursuant to the
         terms of the escrow agreement.
(2)      Based  on  68,223,891  shares  outstanding,  of which  62,375,945  were
         outstanding  as of March 31, 2000, and an additional  5,847,946  Merger
         Shares to be  acquired  by the  selling  shareholders  in the merger of
         Dollar Tree with Dollar Express.
(3)      This  registration  statement also shall cover any additional shares of
         common  stock  which  become  issuable  in  connection  with the shares
         registered  for sale  hereby by reason  of any  stock  dividend,  stock
         split,  recapitalization or other similar transaction  effected without
         the receipt of consideration which results in an increase in the number
         of Dollar Tree's outstanding shares of common stock.
(4)      This  shareholder is a family  limited  partnership of which Mr. Murray
         Spain is a general partner. Mr. Spain disclaims beneficial


                                       14

<PAGE>



         ownership of any shares held by this shareholder.
(5)      This  shareholder is a family limited  partnership of which Mr. Stephen
         Greenfield is a general partner.  Mr. Greenfield  disclaims  beneficial
         ownership of any shares held by this shareholder.
(6)      This shareholder is a limited  partnership the general partner of which
         is   Advent   International   Corporation,   which  may  be  deemed  to
         beneficially own the shares held of record by this shareholder.
(7)      This shareholder is a limited  partnership the general partner of which
         is Advent-Morro  Equity  Partners,  which may be deemed to beneficially
         own the shares held of record by this shareholder.
(8)      Includes  2,675  shares in addition  to Merger  Shares.  Merger  Shares
         include 83,618 Escrow Shares.
(9)      Includes 2,375 shares in addition to Merger  Shares,  and also includes
         the  220,551  Merger  Shares  owned by  Bernard  Spain  Family  Limited
         Partnership of which Mr. Murray Spain is a general partner. See notes 4
         and 10. Mr. Murray's Merger Shares include 82,981 Escrow Shares.
(10)     Includes 11,028 Escrow Shares.
(11)     Includes 11,555 Escrow Shares.
(12)     Includes 83,192 Escrow Shares.
(13)     Includes 12,748 Escrow Shares.
(14)     Includes 1,256 Escrow Shares.
(15)     Includes 546 Escrow Shares.
(16)     Includes 372 Escrow Shares.
(17)     Includes 2,949 Escrow Shares.
(18)     Includes 2,153 Escrow Shares.
</FN>
</TABLE>


                                  LEGAL MATTERS

          The validity of the securities  offered hereby will be passed upon for
Dollar Tree by Hofheimer Nusbaum, P.C., Norfolk, Virginia.

                                     EXPERTS

         The consolidated  financial  statements of Dollar Tree Stores, Inc. and
subsidiaries  as of December  31, 1999 and 1998 and for each of the years in the
three-year  period ended December 31, 1999 have been  incorporated  by reference
herein and in the  registration  statement  in reliance  upon the report of KPMG
LLP, independent certified public accountants,  incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.




                                       15

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC.  You may read and copy any document we file at
the SEC's public  reference  rooms in  Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
from  our web  site at  http://www.dollartree.com  or at the  SEC's  web site at
http://www.sec.gov.

         We have filed a  registration  statement and related  exhibits with the
SEC under the Securities Act. The  registration  statement  contains  additional
information  about us and our common  stock.  You may inspect  the  registration
statement  and  exhibits  without  charge at the  office of the SEC at 450 Fifth
Street, N.W., Washington,  D.C. 20549, and you may obtain copies from the SEC at
prescribed rates.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this prospectus,  and later  information filed with the
SEC will update and supersede this information.  We incorporate by reference the
documents  listed below and any future  filings made with the SEC under  Section
13(a),  13(c),  14, or 15(d) of the  Securities  Exchange  Act of 1934 until our
offering is completed.

         o        Our Annual Report on Form 10-K for the year ended December 31,
                  1999, filed March 17, 2000,  including certain  information in
                  our  definitive  Proxy  Statement in connection  with our 1999
                  Annual Meeting of Shareholders and certain  information in our
                  Annual  Report  to  Shareholders  for the  fiscal  year  ended
                  December 31, 1999;

         o        Our  Current  Reports  on Form 8-K filed on April 11 and April
                  27, 2000; and

         o        The   description  of  our  common  stock   contained  in  its
                  registration  statement on Form 8- A filed  February 28, 1995,
                  including  any  amendments or reports filed for the purpose of
                  updating such descriptions.

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at the following address:

                             Dollar Tree Stores, Inc.
                             Shareholder Services
                             500 Volvo Parkway
                             Chesapeake, Virginia 23320
                             (757) 321-5000



                                       16

<PAGE>


===================================          ===================================






                                                        900,000 Shares






-------------------------------
 TABLE OF CONTENTS                                     Dollar Tree Stores, Inc.
-------------------------------

                                      Page
                                      ----                Common Stock

Certain Introductory Matters             2
                                                          ------------
A Warning about Forward-Looking
Statements                               3                 PROSPECTUS

The Company                              4                ------------

Risk Factors                             4

Use of Proceeds                         11               April    , 2000

Plan of Distribution                    11

Selling Shareholders                    14

Legal Matters                           15

Experts                                 15

Where You Can Find More Information     16

===================================          ===================================

                                       17

<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The  following  table  sets  forth the costs and  expenses,  other than
underwriting  discounts  and  commissions,  payable by Dollar Tree in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee.


        SEC Registration fee                      $24,000
        Legal fees and expenses                    45,000
        Accounting fees and expenses               25,000
        Printing Fees                                  --
        Transfer Agent Fees                            --
        Miscellaneous                                  --
                                                ---------
        Total                                     $94,000
                                                =========



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         To the full extent permitted by the Virginia Stock Corporation Act, the
Articles of  Incorporation  require  Dollar Tree to  indemnify  its officers and
directors. Article V of the Articles of Incorporation provides that any director
or  officer  who was or is a party to any  proceeding  shall be  indemnified  by
Dollar  Tree  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.  Dollar Tree is also required to promptly pay for or reimburse all
reasonable  expenses,  including  attorneys'  fees,  incurred  by a director  or
officer in advance of final  disposition  of the  proceeding  if the director or
officer  furnishes Dollar Tree with a written statement of his good faith belief
that  he  has  met  the  standard  of  conduct  that  is a  prerequisite  to his
entitlement  to  indemnification  and  agrees  to  repay  the  advance  if it is
ultimately determined that he did not meet such standard of conduct. Dollar Tree
is authorized  to purchase and maintain  insurance to insure Dollar Tree against
its indemnification  obligation,  or insure any person who is or was a director,
officer,  employee,  or agent of Dollar  Tree  against  any  liability  asserted
against or  incurred by him in any such  capacity or arising  from his status as
such,  whether or not Dollar Tree has the power to  indemnify  him against  such
liability.  Dollar Tree has directors and officers liability  insurance.  Dollar
Tree  is  also  empowered,  by a  majority  vote of a  quorum  of  disinterested
directors, to enter into a contract to indemnify any director or officer against
liability,  whether  occurring  before or after the  execution of the  contract.
Except to the extent contrary to the Articles of Incorporation or Virginia Stock
Corporation  Act,  Dollar Tree is not  prevented  or  restricted  from making or
providing  for  indemnities  in  addition to those  provided in the  Articles of
Incorporation.




                                      II-1

<PAGE>



ITEM 16. EXHIBITS

         Exhibit
         Number                            Exhibit Title
         -------                            ----------

         2.1      Merger  Agreement by and among Dollar Tree  Stores,  Inc.,  DT
                  Keystone,   Inc.,  Dollar  Express,   Inc.  ("DLRX")  and  the
                  Shareholders  of DLRX  ("Shareholders")  dated  April 5,  2000
                  (incorporated  by reference  from Dollar Tree's Current Report
                  on Form 8-K, filed April 11, 2000)
         5.1      Opinion of Hofheimer Nusbaum, P.C.
         10.1     Form of Escrow  Agreement  by and among  Dollar  Tree  Stores,
                  Inc., State Street Bank & Trust,  Bernard Spain,  William Woo,
                  and the Shareholders
         10.2     Registration Rights Agreement by and among Dollar Tree Stores,
                  Inc. and the Shareholders dated April 5, 2000 (incorporated by
                  reference from Dollar Tree's Current Report on Form 8-K, filed
                  April 11, 2000)
         23.1     Consent of KPMG LLP
         23.2     Consent of Hofheimer Nusbaum, P.C. (included in the Opinion of
                  Hofheimer Nusbaum, P.C. filed as Exhibit 5.1 hereto)
         24.1     Power of Attorney  (included on page II-4 of this registration
                  statement)

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) to include any prospectus  required by Section 10(a)(3) of
         the Securities Act;

                  (ii) to reflect in the  prospectus any facts or events arising
         after the effective  date of the  registration  statement,  or the most
         recent post-effective amendment thereof, which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement; and

                  (iii) to include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.



                                      II-2

<PAGE>




         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been  advised  that in the  opinion of the SEC such  indemnification  is against
public policy as expressed in the Securities Act and therefore is unenforceable.
In the event that a claim for  indemnification  against such liabilities,  other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding is asserted by such director,  officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act,  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chesapeake, Commonwealth of Virginia, on the 28th day
of April, 2000.

                                       DOLLAR TREE STORES, INC.

                                       By /s/ Macon F. Brock, Jr.
                                       -----------------------------------------
                                                    Macon F. Brock, Jr.
                                           President and Chief Executive Officer

         The   registrant  and  each  person  whose   signature   appears  below
constitutes and appoints Macon F. Brock,  Jr. and H. Ray Compton,  and any agent
for service named in this  registration  statement and each of them, his, her or
its  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and  resubstitution,  for him,  her or it and in his,  her, or its
name,  place and stead, in any and all capacities,  to sign and file (i) any and
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and (ii) any registration  statement  relating to the offering covered
by this  registration  statement  deemed  effective upon filing pursuant to Rule
462(b) under the Securities  Act of 1933 and any and all  amendments  (including
post-effective  amendments)  thereto,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he, she, or it might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                             Title                           Date
---------                             -----                           ----

_______________________      Chairman of the Board;               April __, 2000
J. Douglas Perry             Director

/s/ Macon F. Brock, Jr.      President and Chief Executive        April 27, 2000
-----------------------      Officer; Director (principal
Macon F. Brock, Jr.          executive officer)

/s/ H. Ray Compton           Executive Vice President;            April 27, 2000
-----------------------      Director
H. Ray Compton

/s/ Frederick C. Coble       Senior Vice President - Chief        April 27, 2000
-----------------------      Financial Officer (principal
Frederick C. Coble           financial and accounting officer)



                                      II-4

<PAGE>




/s/ John F. Megrue           Vice Chairman; Director              April 27, 2000
-----------------------
John F. Megrue

/s/ Richard G. Lesser        Director                             April 27, 2000
-----------------------
Richard G. Lesser

_______________________      Director                             April __, 2000
Thomas A. Saunders, III

/s/ Alan L. Wurtzel          Director                             April 27, 2000
-----------------------
Alan L. Wurtzel

/s/ Frank Doczi              Director                             April 27, 2000
-----------------------
Frank Doczi





                                      II-5

<PAGE>


                                INDEX TO EXHIBITS



         Exhibit
         Number                            Exhibit Title
         -------                            ----------

         2.1      Merger  Agreement by and among Dollar Tree  Stores,  Inc.,  DT
                  Keystone,   Inc.,  Dollar  Express,   Inc.  ("DLRX")  and  the
                  Shareholders  of DLRX  ("Shareholders")  dated  April 5,  2000
                  (incorporated  by reference  from Dollar Tree's Current Report
                  on Form 8-K, filed April 11, 2000)
         5.1      Opinion of Hofheimer Nusbaum, P.C.
         10.1     Form of Escrow  Agreement  by and among  Dollar  Tree  Stores,
                  Inc., State Street Bank & Trust,  Bernard Spain,  William Woo,
                  and the Shareholders
         10.2     Registration Rights Agreement by and among Dollar Tree Stores,
                  Inc. and the Shareholders dated April 5, 2000 (incorporated by
                  reference from Dollar Tree's Current Report on Form 8-K, filed
                  April 11, 2000)
         23.1     Consent of KPMG LLP
         23.2     Consent of Hofheimer Nusbaum, P.C. (included in the Opinion of
                  Hofheimer Nusbaum, P.C. filed as Exhibit 5.1 hereto)
         24.1     Power of Attorney  (included on page II-4 of this registration
                  statement)



                                      II-6

