10-Q/A

                                     10-Q/A
                                ADMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


(Mark One)
   (X)  Quarterly report pursuant to Section 13 or 15 (d) of the
        Securities Exchange Act of 1934
            For the quarterly period ended March 31, 2002


   ( )  Transition  report  pursuant  to Section 13 or 15 (d) of the  Securities
        Exchange Act of 1934

Commission File Number: 0-25464



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


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

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

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                           Yes (X)                   No ( )

As of May 9, 2002, there were 113,622,890 shares of the Registrant's Common
Stock outstanding.








CORRECTION OF CLERICAL ERROR IN ITEM 2, MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     We incorporate by reference herein Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations for the Registrant's
Report on Form 10-Q for the quarterly period ended March 31, 2002 as filed with
the Commission, except for the second paragraph of "Results of Operations: The
Three Months Ended March 31, 2002 Compared To The Three Months Ended March 31,
2001," in which a clerical error was made regarding the number of stores opened
and closed in the first quarter of 2001. The sentence in the second paragraph
containing the clerical error read "We opened 66 stores, expanded 29 stores and
closed 10 stores in the first quarter of 2002, compared to 49 stores opened, 31
stores expanded, and 6 stores closed in the first quarter of 2001." The
corrected sentence appears below:

Results of Operations

The Three Months Ended March 31, 2002 Compared To The Three Months Ended
March 31, 2001

*   *   *   *

     At March 31, 2002, we operated 2,031 stores with 10.7 million selling
square feet compared to 1,781 stores with 8.3 million selling square feet for
the same period in 2001. We opened 66 stores, expanded 29 stores and closed 10
stores in the first quarter of 2002, compared to 60 stores opened, 31 stores
expanded, and 8 stores closed in the first quarter of 2001. In 2002, we added
approximately 0.6 million selling square feet, of which approximately 0.1
million selling square feet was added through expanding existing stores.


Item 6.  Exhibits

(a)      Exhibits.

         99.1     Chief Executive Officer Certification

         99.2     Chief Financial Officer Certification








                                   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, thereunto duly authorized.


DATE:   August 9, 2002

                                DOLLAR TREE STORES, INC.




                                By: /s/ Frederick C. Coble
                                   ---------------------------------
                                   Frederick C. Coble
                                   Chief Financial Officer
                                   (principal financial and accounting officer)

EX-99

                                                                    EXHIBIT 99.1

                Certification Pursuant to 18 U.S.C. Section 1350,
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




     In connection  with  Amendment  No. 1 to the  Quarterly  Report of
Dollar Tree Stores, Inc. (the "Company") on Form 10-Q/A for the period ending
March 31, 2002,  as filed with the  Securities  and Exchange  Commission  on the
date hereof (the "Report"), I, Macon F. Brock, Jr., Chairman and Chief Executive
Officer of the Company,  certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully  complies  with the  requirements  of section 13(a) of the
     Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



August 9, 2002                              /s/ Macon F. Brock, Jr.
- ----------------------------                -----------------------------
Date                                        Macon F. Brock, Jr.
                                            Chairman and Chief Executive
                                            Officer







                                                                    EXHIBIT 99.2


                Certification Pursuant to 18 U.S.C. Section 1350,
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




     In connection with Amendment No. 1 to the Quarterly Report of Dollar
Tree Stores, Inc. (the "Company") on Form 10-Q/A for the period ending March 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Frederick C. Coble, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully  complies  with the  requirements  of section 13(a) of the
     Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



August 9, 2002                                      /s/ Frederick C. Coble
- -------------------------- -                        ---------------------------
Date                                                Frederick C. Coble
                                                    Chief Financial Officer