8-K

                                    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: August 14, 2002

                Date of Earliest Event Reported: August 13, 2002


                            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 9. Regulation FD Disclosure

On August 13, 2002, the principal executive officer and principal financial
officer of Dollar Tree Stores, Inc. (the Company) each submitted a written
statement to the Securities and Exchange Commission regarding facts and
circumstances relating to the Company's filings under the Securities Exchange
Act of 1934. These statements were filed pursuant to Securities and Exchange
Commission Order No. 4-460. Copies of these statements are attached as Exhibits
99.1 and 99.2. The Company is filing this Form 8-K pursuant to the Securities
and Exchange Commission's Regulation FD.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

        (c)     Exhibits

Exhibit #       Description

99.1            Statement under Oath of Principal Executive Officer Regarding
                Facts and Circumstances Relating to Exchange Act Filings

99.2            Statement under Oath of Principal Financial Officer Regarding
                Facts and Circumstances Relating to Exchange Act Filings



                                       2






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: August 14, 2002

                                    DOLLAR TREE STORES, INC.


                                    By:     /s/ Frederick C. Coble
                                            --------------------------------
                                            Frederick C. Coble
                                            Chief Financial Officer







                                       3

EX-99.2

                                                                    EXHIBIT 99.2

              Statement Under Oath of Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Frederick C. Coble, Chief Financial Officer of Dollar Tree Stores, Inc.
state and attest that:


      (1) To the best of my knowledge, based upon a review of the covered
      reports of Dollar Tree Stores, Inc., and, except as
      corrected or supplemented in a subsequent covered report:

        o  no covered report contained an untrue statement of a material fact
           as of the end of the period covered by such report (or in
           the case of a report on Form 8-K or definitive proxy materials, as
           of the date on which it was filed); and

        o  no covered report omitted to state a material fact necessary to make
           the statements in the covered report, in light of the
           circumstances under which they were made, not misleading as of the
           end of the period covered by such report (or in the
           case of a report on Form 8-K or definitive proxy materials, as of the
           date on which it was filed).

      (2) I have reviewed the contents of this statement with Dollar Tree
      Stores, Inc.'s audit committee.

      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

        o  2001 Annual Report on Form 10-K of Dollar Tree Stores, Inc. for the
           fiscal year ended December 31, 2001;

        o  all reports on Form 10-Q, all reports on Form 8-K and all definitive
           proxy materials of Dollar Tree Stores, Inc. filed with the Commission
           subsequent to the filing of the Form 10-K identified above; and

        o  any amendments to any of the foregoing.


/s/ Frederick C. Coble                            Subscribed and sworn to
- ----------------------                            before me this 12th day of
Fredrick C. Coble                                 August, 2002.
Chief Financial Officer
August 12, 2002

                                           /s/ Deborah D. Rose
                                           -------------------
                                           Notary Public

                                           My Commission Expires: 1/31/03

EX-99.1

                                                                    EXHIBIT 99.1


               Statement Under Oath of Principal Executive Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Macon F. Brock, Jr., Chairman and Chief Executive Officer of Dollar Tree
Stores, Inc. state and attest that:

      (1) To the best of my knowledge, based upon a review of the covered
      reports of Dollar Tree Stores, Inc., and, except as corrected or
      supplemented in a subsequent covered report:

        o  no covered report contained an untrue statement of a material
           fact as of the end of the period covered by such report (or in
           the case of a report on Form 8-K or definitive proxy materials,
           as of the date on which it was filed); and

        o  no covered report omitted to state a material fact necessary to
           make the statements in the covered report, in light of the
           circumstances under which they were made, not misleading as of
           the end of the period covered by such report (or in the case of a
           report on Form 8-K or definitive proxy materials, as of the date
           on which it was filed).

      (2) I have reviewed the contents of this statement with Dollar Tree
      Stores, Inc.'s audit committee.

      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

        o  2001 Annual Report on Form 10-K of Dollar Tree Stores, Inc. for the
           fiscal year ended December 31, 2001;

        o  all reports on Form 10-Q, all reports on Form 8-K and all definitive
           proxy materials of Dollar Tree Stores, Inc. filed with the Commission
           subsequent to the filing of the Form 10-K identified above; and

        o  any amendments to any of the foregoing.


/s/ Macon F. Brock, Jr.                              Subscribed and sworn to
- ---------------------------------                    before me this 12th day of
Macon F. Brock, Jr.                                  August, 2002.
Chairman and Chief Executive Officer
August 12, 2002

                                            /s/ Deborah D. Rose
                                            -------------------------
                                            Notary Public

                                            My Commission Expires: 1/31/03