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<PERIOD>20010123
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010126
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DOLLAR TREE STORES INC
<CIK>0000935703
<ASSIGNED-SIC>5331
<IRS-NUMBER>541387365
<STATE-OF-INCORPORATION>VA
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>1516409
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<BUSINESS-ADDRESS>
<STREET1>500 VOLVO PARKWAY
<STREET2>NORFOLK COMMERCE PARK
<CITY>CHESAPEAKE
<STATE>VA
<ZIP>23320
<PHONE>7573215000
</BUSINESS-ADDRESS>
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<STREET1>P.O. BOX 2500
<CITY>NORFOLK
<STATE>VA
<ZIP>23501-2500
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>PRESS RELEASE AND CONFERENCE CALL - 2000 EARNINGS
<TEXT>

                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549




                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                        Date of Report: January 26, 2001

                Date of Earliest Event Reported: January 23, 2001


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

                         COMMISSION FILE NUMBER: 0-25464

                    VIRGINIA                            54-1387365
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)               Identification No.)

                                500 Volvo Parkway
                              Chesapeake, VA 23320
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (757) 321-5000



<PAGE>


Item 5. OTHER EVENTS.

     The following summarizes information distributed in a press release on
January 23, 2001 and in a publicly available telephone conference call the same
day. In addition, the condensed consolidated financial statement information
included in the press release is attached as Exhibit 99.1.

                            DOLLAR TREE STORES, INC.
                REPORTS 2000 EARNINGS PER COMMON SHARE OF $1.11,
                EXCLUDING MERGER-RELATED AND EXTRAORDINARY ITEMS


Earnings

     Pro forma net earnings increased to $121.6 million in 2000 compared to
$106.1 million in 1999. Earnings per common share increased to $1.08 for 2000
compared to $0.92 for 1999.

     Excluding merger-related and extraordinary items, pro forma net earnings
increased to $125.1 million in 2000 from $106.9 million in 1999. Earnings per
common share, excluding merger-related and extraordinary items, increased to
$1.11 in 2000 compared to $0.92 in 1999.

     For the fourth quarter of 2000, net income increased to $64.7 million and
earnings per common share increased to $0.57 compared to $0.54 in the fourth
quarter of 1999.

Sales

     Sales for the year increased 24.9% to $1,688.1 million in 2000 compared to
$1,351.8 million in 1999. Net sales were beneficially impacted by a 5.7%
increase in comparable store net sales, which includes sales at expanded or
relocated stores.

     Sales for the fourth quarter of 2000 increased 18.3% to $599.2 million from
$506.7 million for the same period in 1999. Comparable store net sales increased
2.0% for the fourth quarter. Not including the Dollar Express stores, our
average ticket for all units for the year was $6.67 vs. $6.30 for 1999. Customer
traffic counts decreased in the fourth quarter of 2000 as compared to the same
period in 1999; however, they increased for the full year 2000.

Gross Margin

     For the year, gross margin was 36.9% compared to 36.8% for 1999. Excluding
merger-related costs, gross margin for the year was 37.0% compared to 36.8% for
1999, due primarily to lower merchandise costs partially offset by higher
freight costs.

                                       2
<PAGE>

     Gross margin for the fourth quarter increased as a percentage of net sales
to 39.1% compared to 38.9% in 1999 because of a decrease in merchandise costs
partially offset by increased freight costs. In addition, we had better than
expected physical inventory results in the acquired Philadelphia distribution
center.

Operating Expenses and Other Items

     For the year, operating expenses, as a percentage of net sales, were 22.4%
compared to 21.5% in 1999. Excluding merger-related expenses, operating expenses
were 22.2% in 2000 compared to 21.5% in 1999.

     Operating expenses in the fourth quarter increased as a percentage of net
sales to 19.0% from 17.2% for the prior year period due to the loss of leverage
from lower sales, an increase in insurance accruals and non-recurring Dollar
Express expenses.

     During the year, we recorded approximately $3.3 million of non-recurring
Dollar Express expenses not otherwise included in merger-related expenses. In
addition, operating expenses were impacted by loss of leverage from lower sales
during the fourth quarter. Selling, general and administrative expenses of
$113.9 million exceeded our previous estimate of $108 million to $110 million
due primarily to a change in the estimate of our outstanding workers
compensation and general liability insurance liabilities. This change resulted
in an additional accrual of approximately $3.0 million in the fourth quarter.

     For the full year 2000, depreciation and amortization increased 0.2% as a
percentage of net sales primarily as a result of accelerated depreciation
related to Dollar Express's store equipment and warehouse management system. For
the fourth quarter, depreciation and amortization increased 0.5% as a percentage
of net sales primarily as a result of $600,000 in accelerated depreciation
related to Dollar Express's warehouse management system, loss of leverage and
other Dollar Express related items.

     Our income tax rate for the fourth quarter was 38.7% due to a higher tax
rate for Dollar Express related items. We expect our tax rate to be
approximately 38.5% in 2001.

Capital expenditures for the year totaled approximately $95 million as follows:

     o    $38 million for opening new stores;
     o    $26 million for expansion or improvement of existing stores;
     o    $7 million for our supply chain project; and
     o    $24 million for additional infrastructure needs.

Larger Stores

     We opened 233 new stores in 2000. Approximately one-half of the stores
opened in 2000 were greater than 7,000 square feet. By comparison, in 1999, we
opened 57 stores greater than 7,000 square feet. Of the 1,729 stores open at
December 31, 2000, 378 are our larger stores and the remaining 1,351 are our
core stores.

                                       3
<PAGE>

     We plan to continue opening larger stores as well as our core stores. Our
new core stores will generally range from 5,000 to 6,000 square feet. Our larger
stores generate sales of approximately $140 to $150 per square foot. The cash
return on investment for the larger stores is approximately 100% in the first
year, which is only slightly below our core stores. Our core stores continue to
show a cash return on investment of approximately 110%. We believe the larger
stores will continue to experience a smaller percentage of their annual sales in
the fourth quarter as compared to our core stores. This difference in seasonal
sales patterns between the core and larger stores is due to the merchandise mix
in the larger stores, which includes a larger base of basic consumer products.

Dollar Express

     We estimate that Dollar Express was approximately $0.04 dilutive to our
earnings per share in 2000, excluding merger-related items. In 2001, we will
focus on merchandising the Dollar Express stores with our import mix and a
continuing commitment to basic consumer products. In addition, we plan to
remodel many of the Dollar Express stores and relay most of the stores to
conform to the Dollar Tree floor plan. We plan to continue operating Dollar
Express's Philadelphia warehouse until our new Pennsylvania distribution center
begins operations in early 2002. We believe the implementation of our warehouse
management system will improve merchandise flow as well as the store ordering
system.

Real Estate

     In 2001, we expect to increase our square footage by 27%-29%. For the
current year, we are planning to:

     o    open about 260 to 275 stores, with roughly 60% of those in the larger
          format generally ranging from 9,000 to 12,000 square feet;
     o    expand or relocate about 100 stores; and
     o    close 10 to 15 stores.

     Stores targeted for expansion or relocation are primarily our core stores
in the 2,500 to 3,000 square feet range.

Supply Chain / Distributions Centers

     In 2000, we installed a new system to track replenishment items in our
distribution centers. During the first half of 2001, we will begin to test a
point-of-sale system in a small number of our stores. We then plan to install
POS in 300 to 500 stores within approximately twelve months after we complete
our test phase.

Outlook

     Traffic has improved in January 2001; however, it has not fully recovered
to the levels that we experienced prior to the slow down in November 2000. We
expect sales in calendar year 2001 to increase approximately 22%. In addition,


                                       4
<PAGE>

we expect our comparable store net sales increases, if any, to range from 0% to
2% in the first half of 2001, especially given the strong comparable store net
sales increases in the first half of 2000. We expect comparable store net sales
increases, if any, to range from 3% to 4% in the second half of the year. For
the full year 2001, we expect our reported comparable store net sales increases,
if any, to range from 2% to 3%. It should be noted that our expanded and
relocated stores are included in our comparable store net sales calculation.

     Gross margins in the future will be under some pressure as we refine our
mix, open more of the larger stores and absorb higher fuel costs.

     We do not expect to leverage our operating expenses during the first
half of 2001 due to our expectation of comparable store net sales increases, if
any, of 0% to 2%.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS:

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

     o    our 2001 tax rate,
     o    our store-opening, store-expansion and store-closing plans,
     o    the return on investment and seasonality of our store formats,
     o    the planned conversion of Dollar Express stores and the effect of
          warehouse management systems at the Philadelphia warehouse,
     o    planned increases in square footage,
     o    enhancements to our supply chain, including distribution centers,
     o    future gross margins and leverage of operating expenses, and
     o    our overall sales growth in 2001 and expected traffic and comparable
          store sales results in 2001.

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

     o    the difficulties and uncertainties in adding and operating larger
          stores, with which we have less experience;
     o    adverse weather and economic conditions, such as consumer confidence;
     o    the seasonality of our sales and the importance of our fourth quarter
          operating results;
     o    the difficulties in managing our aggressive growth plans, including
          opening stores on a timely basis;
     o    possible difficulties in meeting our sales and other expansion goals
          and anticipated comparable store net sales increases;
     o    possible delays, costs and other difficulties in integrating Dollar
          Express with our business;


                                       5
<PAGE>

     o    possible increases in merchandise costs, shipping rates, freight
          costs, wage levels, inflation, competition and other adverse economic
          factors; and
     o    the capacity and performance of our distribution system and our
          ability to expand its capacity in time to support our sales growth.

     For a discussion of the risks, uncertainties and assumptions that could
affect our future events, developments or results, you should carefully review
the "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" sections in our prospectus
filed August 3, 2000 and our Annual Report on Form 10-K filed March 17, 2000 and
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Quarterly Report on Form 10-Q filed November 14, 2000. Also,
carefully review "Risk Factors" in our most recent prospectus filed November
15, 2000. In light of these risks and uncertainties, the future events,
developments or results described by our forward-looking statements in this
document could turn out to be materially and adversely different from those we
discuss or imply.

     We are not obligated to release publicly any revisions to any
forward-looking statements contained in this filing to reflect events or
circumstances occurring after the date of this report or to reflect the
occurrence of future events and you should not expect us to do so.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

Exhibit #         Description

99.1              Condensed consolidated financial statement information for
                  Dollar Tree Stores, Inc. and subsidiaries as of December 31,
                  2000 and 1999 and for the three months and year ended
                  December 31, 2000 and 1999.


                                       6
<PAGE>

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

DATE: January 26, 2001

                              DOLLAR TREE STORES, INC.


                         By:  /s/ Frederick C. Coble
                              --------------------------------
                              Frederick C. Coble
                              Senior Vice President, Chief Financial Officer


                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFO.
<TEXT>


<TABLE>
<CAPTION>

                            DOLLAR TREE STORES, INC.
                    Condensed Consolidated Income Statements
                 For the Three Months and Year Ended December 31
                  (Amounts in thousands, except per share data)



                                                   Fourth Quarter                   Year-to-Date
                                                 2000          1999             2000           1999
                                              ------------  ------------     ------------   ------------
                                              (unaudited)    (unaudited)     (unaudited)

<S>                                             <C>           <C>            <C>            <C>
Net sales                                       $ 599,173     $ 506,713      $ 1,688,105    $ 1,351,820

Cost of sales                                     365,092       309,798        1,063,416        854,124
Merger-related costs(a)                                 -             -            1,100            443

Gross profit                                      234,081       196,915          623,589        497,253
                                                    39.1%         38.9%            36.9%          36.8%

Operating expenses                                113,935        87,347          375,316        290,241
                                                    19.0%         17.2%            22.2%          21.5%

Merger-related expenses(a)                              -             -            3,266            607
Depreciation/amortization                          13,084         8,576           41,971         30,809

Operating income                                  107,062       100,992          203,036        175,596
                                                    17.9%         19.9%            12.0%          13.0%

Interest expense, net                               1,634         1,730            3,551          5,686

Earnings before income taxes                      105,428        99,262          199,485        169,910
                                                    17.6%         19.6%            11.8%          12.6%

Income tax expense(b)                              40,756        38,384           77,476         63,838

Pro forma net earnings before
  extraordinary item(b)                            64,672        60,878          122,009        106,072

Loss on debt extinguishment,
 net of tax benefit of $242                             -             -              387              -

Pro forma net earnings(b)                          64,672        60,878          121,622        106,072
                                                    10.8%         12.0%             7.2%           7.8%
Pro forma net earnings available
  to common shareholders(c)                        64,672        58,935          120,209         99,045
                                                    10.8%         11.6%             7.1%           7.3%

Pro forma net earnings per
  common share:(b)
Basic                                           $    0.59     $    0.60      $      1.16    $      1.01
Weighted average number of shares                 109,128        98,748          103,972         98,435

Diluted                                         $    0.57     $    0.54      $      1.08    $      0.92
Weighted average number of shares                 113,344       108,338          111,809        107,960

<FN>

(a) Merger related costs and expenses, net of taxes, were $3,134 for the full
    year 2000 and $792 for the full year 1999.

(b) Amounts include a pro forma adjustment for C-corporation income taxes
    relating to ONLY $ONE of $505 for year-to-date 1999.

(c) Amounts include accretion of the cumulative preferred stock to redemption
    value, accrued preferred stock dividends and amortization of the discount on
    preferred stock. The amounts deducted from pro forma net earnings available
    to common shareholders are $1,943 for the quarter ended December 31 1999,
    and $1,413 and $7,027 for the years ended December 31, 2000 and 1999,
    respectively.

</FN>
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

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



                                                  December 31,      December 31,
                                                      2000              1999
                                                  ------------      ------------
                                                  (unaudited)

<S>                                                <C>              <C>
Cash and cash equivalents                          $ 181,553        $ 181,587
Merchandise inventories                              258,687          192,838
Other current assets                                  37,661           20,681
                                                     -------          -------
  Total current assets                               477,901          395,106
                                                     -------          -------
Property and equipment, net                          211,632          157,368
Goodwill, net                                         40,376           42,394
Other assets, net                                     16,950           16,365
                                                     -------          -------
  Total assets                                     $ 746,859        $ 611,233
                                                     =======          =======


Accounts payable                                   $  75,404        $  71,750
Income taxes payable                                  23,448           29,193
Other current liabilities                             50,453           39,386
Current portion of long-term debt                     25,000           28,070
                                                     -------          -------
  Total current liabilities                          174,305          168,399
                                                     -------          -------

Long-term debt, excluding current portion             18,000           49,138
Other liabilities                                     35,896           42,287
                                                     -------          -------
  Total liabilities                                  228,201          259,824
                                                     -------          -------

Cumulative convertible preferred stock                     -           35,171
                                                     -------          -------

Shareholders' equity                                 518,658          316,238
                                                     -------          -------
Total liabilities and
 shareholders' equity                              $ 746,859        $ 611,233
                                                     =======          =======

STORE DATA:
Number of stores open at
  end of period                                        1,729            1,507
Total gross square footage
  (in thousands)                                       9,832            7,638

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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



                                                                   Year ended       Year ended
                                                                  December 31,     December 31,
                                                                      2000             1999
                                                                  ------------     ------------
                                                                  (unaudited)

Cash flows from operating activities:
<S>                                                                 <C>              <C>
  Net income                                                        $ 121,622        $ 106,577
                                                                      -------          -------
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                      41,971           30,809
    Other non-cash adjustments                                         (1,856)           3,943
    Changes in working capital                                        (54,085)         (12,774)
                                                                      -------          -------
      Total adjustments                                               (13,970)          21,978
                                                                      -------          -------
        Net cash provided by operating activities                     107,652          128,555
                                                                      -------          -------

Cash flows from investing activities:
  Acquisition, net of cash acquired                                         -             (320)
  Capital expenditures                                                (95,038)         (55,013)
  Proceeds from sale of property and equipment                            271              172
                                                                      -------          -------
        Net cash used in investing activities                         (94,767)         (55,161)
                                                                      -------          -------

Cash flows from financing activities:
  Distributions paid                                                        -          (60,934)
  Net change in long-term debt                                        (34,208)          23,034
  Net change in capital lease obligations                              (3,274)          20,454
  Proceeds from issuance of preferred stock and common
    stock put warrants                                                      -           32,156
  Proceeds from stock issued pursuant to stock-based
    compensation plans                                                 24,563            8,769
                                                                      -------          -------
        Net cash provided by (used in) financing activities           (12,919)          23,479
                                                                      -------          -------

Net increase (decrease) in cash and cash equivalents                      (34)          96,873
Cash and cash equivalents at beginning of period                      181,587           84,714
                                                                      -------          -------
Cash and cash equivalents at end of period                          $ 181,553        $ 181,587
                                                                      =======          =======

</TABLE>
</TEXT>
</DOCUMENT>
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