8-K

UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 8-K

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

        Date of Report: February 24, 2004

        Date of Earliest Event Reported: February 24, 2004

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.

Today, February 24, 2004, Dollar Tree Stores, Inc. issued a press release reporting its fiscal fourth quarter and full year earnings results and announcing that it will hold a publicly available telephone conference call to discuss these results. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

The information contained in this item is being furnished to the Securities and Exchange Commission. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 12. Results of Operations and Financial Condition.

The information (including disclaimer) presented under Item 9 is incorporated by reference into this Item 12.

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: February 24, 2004

DOLLAR TREE STORES, INC.

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

EX-99.1

Exhibit 99.1

PRESS RELEASE

DOLLAR TREE STORES, INC.REPORTS
RECORD FOURTH QUARTER EARNINGS PER SHARE OF $0.69

CHESAPEAKE, Va. – February 24, 2004 – Dollar Tree Stores, Inc. (NASDAQ: DLTR), the nation’s leading operator of single-price point dollar stores, reported earnings per share of $0.69 for the fiscal fourth quarter ended January 31, 2004.

“We are pleased with our fourth-quarter results,” said President and CEO Bob Sasser. “A great assortment of high-value merchandise and consistent store-level execution resulted in achievement of our sales forecast and sales strength throughout the quarter. Our gross margin improved significantly over last year and our expenses were well-managed, which resulted in strong earnings growth.”

For the fourth quarter, gross margin was 37.0%, compared to 36.1% in last year’s fourth quarter, primarily reflecting improvements in markdowns and shrink. Markdowns, and to some degree shrink, benefited from the use of supply-chain systems, which improved information and controls. In addition, modest improvements in other gross margin components were offset by an increase in occupancy expense, which was pressured by two fewer selling days in this year’s quarter.

Selling, general and administrative expenses, as a percentage of sales, were 22.3% in the fourth quarter of 2003, compared to 22.1% in the same quarter last year; this primarily reflects the higher depreciation expenses associated with investments in larger stores, and technology, especially point-of-sale conversions.

Operating margin in this year’s fourth quarter was in-line with plan at 14.7%, and compares favorably to 14.0% in last year’s fourth quarter.

“Our seasonal merchandise sell-through was excellent,” Sasser added, “and our inventory is clean and well-positioned for a strong start to the new year. Our solid financial position and strong cash flow enable us to continue funding our new-store growth with internally generated capital.”

During the quarter, the Company repurchased approximately 1.3 million shares of its common stock, for $38.7 million, under an existing $200 million authorization approved by its Board of Directors in November 2002.

For the year, sales totaled $2.8 billion, an 18.7% increase year-over-year, on comparable-store sales growth of 2.9%. Operating margin of 10.5% was the same as last year’s. Earnings per share were $1.54.

As previously announced, the Company estimates sales for the first quarter to be in the range of $700-$720 million, predicated on square footage growth of approximately 28% (including the Greenbacks acquisition, which took place on June 29, 2003) and comparable-store sales growth of slightly positive to 3%. For the full year, the Company estimates sales to be in the range of $3.2-$3.3 billion, predicated on square footage growth of approximately 20% and comparable-store sales growth similar to that expected for the first quarter. Capital expenditures are expected to be in the range of $200-$210 million for the year.

On Tuesday, February 24, 2004, the Company will host a conference call to discuss its earnings results at 4:45 p.m. EST. The telephone number for the call is 610-769-8817, and reference DLTR. A recorded version of the call will be available until midnight Friday, February 27, and may be accessed by dialing 402-220-9670, reference DLTR. A webcast of the call is accessible through Dollar Tree’s website, www.DollarTree.com, as well as at Vcall’s website, www.Vcall.com, and will remain on-line until midnight Friday, February 27. Any financial and statistical information related to the call can be accessed through the “Investor Relations / SEC Filings / Non-GAAP Measures” section of Dollar Tree’s website.

The Company’s regular, pre-recorded business update will be available Tuesday, April 6, 2004, by 5:00 p.m. EDT, and will remain on-line through Friday, April 9, 2004. Interested parties can access the Company’s update by dialing (757) 321-5TRE.

As of January 31, 2004, Dollar Tree operated 2,513 stores in 47 states. For the year, Dollar Tree opened 183 stores, acquired 100 stores, closed 42 stores, and expanded or relocated 124 stores. The Company’s retail selling square footage totaled approximately 16.9 million at January 31, 2004, a 28% increase compared to a year ago. The Company also operates a coast-to-coast logistics network of nine distribution centers. Dollar Tree is a member of the NASDAQ 100 index.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This press release 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, forecast, or estimate. For example, our forward-looking statements include statements regarding total and comparable-store sales and square footage growth for first quarter and full year 2004, as well as capital expenditures. 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,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in our Annual Report on Form 10-K filed March 28, 2003 and our Quarterly Report on Form 10-Q filed December 11, 2003. Also, carefully review “Risk Factors” in our most recent prospectuses filed November 15, 2000 and August 3, 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 press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.

CONTACT:	Dollar Tree Stores, Inc., Chesapeake
	Erica Robb or Adam Bergman, 757-321-5000
	www.DollarTree.com

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

	Jan. 31, 2004		Feb. 1, 2003
Cash and cash equivalents	$	168,685	$	237,302
Short-term investments		--		63,525
Merchandise inventories		525,643		438,439
Other current assets		28,241		30,116
Total current assets		722,569		769,382
Property and equipment, net		613,214		477,947
Intangibles, net		123,738		41,351
Other assets, net		20,785		15,559
Total assets	$	1,480,306	$	1,304,239
Current portion of long-term debt	$	25,000	$	25,000
Accounts payable		114,972		137,668
Other current liabilities		88,095		80,844
Income taxes payable		37,035		23,548
Total current liabilities		265,102		267,060
Long-term debt, excluding current portion		142,568		146,628
Other liabilities		58,114		44,732
Total liabilities		465,784		458,420
Shareholders' equity		1,014,522		845,819
Total liabilities and shareholders' equity	$	1,480,306	$	1,304,239
STORE DATA:
Number of stores open at end of period		2,513		2,272
Total selling square footage (in thousands)		16,878		13,237

DOLLAR TREE STORES, INC.
Condensed Consolidated Income Statements
(Dollars in thousands, except per share data)

	Fourth Quarter ended							Year ended
		Jan. 31, 2004			Feb. 1, 2003			Jan. 31, 2004			Feb. 1, 2003
Net sales		$	893,065		$	778,860		$	2,799,872		$	2,357,836
Cost of sales			562,739			497,451			1,787,052			1,503,612
Gross profit			330,326			281,409			1,012,820			854,224
			37.0	%		36.1	%		36.2	%		36.2	%
Selling, general & administrative expenses			199,185			172,254			719,223			606,836
			22.3	%		22.1	%		25.7	%		25.7	%
Operating income			131,141			109,155			293,597			247,388
			14.7	%		14.0	%		10.5	%		10.5	%
Interest expense, net			(1,492	)		(525	)		(5,734	)		(1,366	)
Other income (expense)			152			157			889			(1,297	)
Earnings before income taxes			129,801			108,787			288,752			244,725
			14.5	%		14.0	%		10.3	%		10.4	%
Income tax expense			49,973			41,884			111,169			94,220
Income before cumulative effect of a change in
accounting principle			79,828			66,903			177,583			150,505
Cumulative effect of a change in accounting
principle, net of tax benefit of $3,309			--			5,285			--			5,285
Net earnings			79,828			61,618			177,583			145,220
			8.9	%		7.9	%		6.3	%		6.2	%
Diluted net earnings per share:
Income before cumulative effect of a
change in accounting principle		$	0.69		$	0.58		$	1.54		$	1.31
Cumulative effect of a change in
accounting principle			--			0.04			--			0.04
Net earnings		$	0.69		$	0.54		$	1.54		$	1.27
Weighted average number of common
shares and dilutive potential common
shares outstanding			115,767			114,695			115,581			114,610

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

	Year ended
		Jan. 31, 2004			Feb. 1, 2003
Cash flows from operating activities:
Net income		$	177,583		$	145,220
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization			101,495			73,892
Other non-cash adjustments			30,392			36,516
Changes in working capital			(75,185	)		(55,045	)
Total adjustments			56,702			55,363
Net cash provided by operating activities			234,285			200,583
Cash flows from investing activities:
Capital expenditures			(227,316	)		(137,570	)
Purchase of Greenbacks, Inc., net of cash acquired of $1,248			(100,523	)		--
Purchase of short-term investments			(30,360	)		(84,060	)
Proceeds from maturities of short-term investments			93,885			20,535
Settlement of merger-related contingencies			1,021			75
Acquisition of favorable lease rights			(105	)		(813	)
Investment in Ollie's Holdings, Inc.			(4,000	)		--
Proceeds from sale of property and equipment			35			216
Net cash used in investing activities			(267,363	)		(201,617	)
Cash flows from financing activities:
Proceeds from long-term debt			39,846			--
Repayment of long-term debt and facility fees			(51,513	)		(6,025	)
Principal payments under capital lease obligations			(7,994	)		(3,996	)
Proceeds from stock issued pursuant to stock-based
compensation plans			22,175			30,280
Payments for share repurchases			(38,053	)		--
Net cash provided by (used in) financing activities			(35,539	)		20,259
Net increase (decrease) in cash and cash equivalents			(68,617	)		19,225
Cash and cash equivalents at beginning of period			237,302			218,077
Cash and cash equivalents at end of period		$	168,685		$	237,302