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: December 22, 2000

               Date of Earliest Event Reported: December 18, 2000


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

                         COMMISSION FILE NUMBER: 0-25464

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

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

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






Item 5.  OTHER EVENTS.

                  DOLLAR TREE STORES, INC. COMMENTS ON OUTLOOK
                      FOR FOURTH QUARTER AND FULL YEAR 2000

As  discussed  in a press  release  distributed  on  December  18, 2000 and in a
publicly available  telephone  conference call on December 20, 2000, Dollar Tree
issued the following outlook for the fourth quarter and full year 2000:

Earnings Per Share

We expect to report diluted earnings per share of  approximately  $0.59 to $0.62
for the fourth  quarter of 2000,  which is below our  original  expectation.  We
currently  estimate that  approximately  $0.03 of this  shortfall will be due to
increased Dollar Express expenses and decreased margin arising  primarily from a
change in the merchandise  mix across our entire  company.  We estimate that the
remaining  shortfall will be primarily  attributable  to reduced sales.  For the
full year 2000,  we  anticipate  that  diluted  earnings  per  share,  excluding
merger-related  costs and expenses,  will be in the range of $1.13 to $1.16,  an
increase of 23% to 26% over calendar year 1999.

Sales

During this all-important  holiday season, we have seen less customer traffic in
our stores,  primarily  in the East.  Through  November,  the number of customer
transactions  in  comparable  stores was down almost 2%. Sales trends to date in
the month of December have  continued to be lower than  expected.  If this trend
continues,  we estimate  that total sales for the quarter will be in the $605 to
$615 million  range,  which is also below our original  expectation.  Our annual
total sales increase is still expected to be 25% to 26% year over year.

We anticipate that new stores will account for  approximately $13 million of our
sales  shortfall.  We believe this  shortfall is  attributable  to delays in the
opening of new stores in the fourth quarter,  lower customer traffic,  and lower
than expected fourth quarter seasonal sales in our new larger format stores.  We
believe  these  larger   format  stores  will  continue  to  meet   management's
expectations for annual sales.  However, we now expect that a smaller percentage
of their  annual sales may occur  during the fourth  quarter than we  originally
anticipated, at least in this disappointing retail sales environment.

We expect to pick up an additional two days of pre-Christmas shopping because of
a shift in  Christmas  to a Monday  this  year.  We  anticipate  that our fourth
quarter comparable store sales increase will be 2% to 3%, including the positive
effects  of  the  calendar  shift  and  relocations  and  expansions.   However,
comparable  store sales to date are below that level and the quarterly  increase
we estimate may not occur.





Dollar Express

In addition,  the acquired Dollar Express stores are operating below plan due to
several factors,  including disappointing customer traffic. Based on our current
estimates,  we  believe  that we will  need to  accrue  additional  expenses  of
approximately $1.5 million in the fourth quarter of 2000, representing a further
increase in our estimate of Dollar Express liabilities existing as of the merger
date. Dollar Express will be dilutive to our earnings per share for the calendar
year 2000 and we believe it will also be dilutive in the fourth quarter.

Our  current  estimates   concerning  Dollar  Express's  operating  results  and
pre-merger  liabilities could possibly increase by the end of the fourth quarter
of 2000 or during the first two  quarters of 2001.  Inventory  shrinkage  at the
Dollar Express stores and at the Philadelphia  distribution center may be higher
than we currently  estimate.  We may also have to increase our current estimates
of Dollar Express liabilities existing as of the merger date. However, we do not
believe that these Dollar Express charges will require us to accrue more than an
additional $2.0 million.

Beginning  in the first  quarter of 2001,  we now plan to remodel  and  reformat
approximately  75 of the Dollar  Express  stores.  As in past  acquisitions,  we
believe this will improve sales and operating results of the acquired stores. We
expect to  convert  these  stores  during  the  first  three  quarters  of 2001.
Conversions   will  involve   installation  of  new  display  fixtures  and  the
implementation  of new store  layouts and  display  techniques  consistent  with
existing Dollar Tree stores,  depending on the store's condition.  We will stock
inventory comparable to our overall merchandise mix. We also plan to install our
warehouse  management system in the Philadelphia  distribution center during the
first quarter of 2001.

Gross Margin

Based on current trends,  the company expects gross margin for the quarter to be
in the 38.5% to 38.8% range,  slightly lower than planned primarily because of a
shift in merchandise mix.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses are expected to total $108 to $110
million,  roughly 17.8% of sales,  based on current trends.  With lower results,
there is a loss of leverage on selling, general and administrative expenses as a
percentage of sales. As previously  reported in our latest  Quarterly  Report on
Form  10-Q,  depreciation  and  amortization  expense  has been  impacted  by an
additional $600,000 to phase out Dollar Express's  warehouse  management system.
Interest expense will be affected by the lower sales and profit expectations for
the quarter.



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:  diluted earnings per
share for the fourth quarter of 2000 and calendar year 2000; our total sales for
the fourth  quarter of 2000 and calendar year 2000;  the sales  shortfall in the
fourth  quarter  related to new  stores;  sales  patterns  related to our larger
format stores; comparable store sales; the effect of additional shopping days on
pre-Christmas sales; the performance of Dollar Express, the remodeling of Dollar
Express stores and expense accruals relating to Dollar Express;  gross margin as
well as selling, general and administrative expenses for the fourth quarter; and
depreciation,   amortization  and  interest  expenses.   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;

o    the uncertainties associated with opening stores on a timely basis;

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

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

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 9,
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.



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:  December 22, 2000

                               DOLLAR TREE STORES, INC.


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