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 (Date of earliest event reported): May 7, 2007

DOLLAR TREE STORES, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA

(State or Other Jurisdiction of Incorporation)

0-25464	54-1387365
(Commission File Number)	(I.R.S. Employer Identification No.)

500 Volvo Parkway

Chesapeake, VA 23320

(Address of Principal Executive Offices and Zip Code)

(757) 321-5000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 10, 2007, Dollar Tree Stores, Inc. issued a press release regarding its fiscal first quarter 2007 sales 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, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities 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 7.01. Regulation FD Disclosure.

Corporate Governance -

On May 7, 2007, the Board of Directors of Dollar Tree Stores, Inc. approved and adopted a revised charter for our Nominating and Corporate Governance Committee and a set of Corporate Governance Guidelines for our company. Both documents can be found on our website, www.DollarTree.com, under the heading “Corporate Governance” in the Investor Relations section of the site.

Under its charter, the Nominating and Corporate Governance Committee’s primary responsibilities are to:

·   recommend candidates to be nominated by the Board, including the re-nomination of any currently serving director, to be placed on the ballot for shareholders to consider at the annual shareholder’s meeting;

·   if the Chairman of the Board is not independent, recommend an independent director to be considered by the Board to be appointed as Lead Director;

·   recommend nominees to be appointed by the Board to fill interim director vacancies;

·   review periodically the membership and Chair of each committee of the board and recommend committee assignments to the board, including rotation or reassignment of any Chair or committee member;

·   monitor significant developments in the regulation and practice of corporate governance and of the duties and responsibilities of each director;

·   lead the Board in its annual performance evaluation;

·   evaluate and administer the Corporate Governance Guidelines of the Company and recommend changes to the Board; and

·   review the Company’s governance structure.

The Corporate Governance Guidelines establish certain principles relating to board conduct. Among other items, the Guidelines provide for:

·   the appointment of a lead director;

·   a majority vote policy which requires a director to submit his or her resignation in the event of the director receiving less than 50% of the votes cast in an uncontested election;

·   a director stock ownership target of $100,000 in Dollar Tree stock;

·   director attendance at accredited director education programs; and

·   an annual assessment of the effectiveness of the Board as a whole as well as its individual directors.

In addition, on May 7, 2007, the Board appointed Thomas A. Saunders, III, as its lead director. In this role, Mr. Saunders will:

·   confer regularly with the Chief Executive Officer and Chairman;

·   communicate feedback from the Board regarding the performance of the Chief Executive Officer;

·   in conjunction with the Chairman, set the agenda for meetings of the Board;

·   assist the Chief Executive Officer and Chairman with issues that concern the Board; and

·   be well-informed about the senior management of the Company and the plans for their succession.

Additional information about our company’s corporate governance and Board structure will be included in the proxy statement to be filed in connection with the 2007 annual meeting of shareholders.

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.

Sales Information -

The information (including disclaimer) presented under Item 2.02 is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(c)Exhibits.

99.1 Press Release dated May 10, 2007, issued by Dollar Tree Stores, Inc.

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.

	DOLLAR TREE STORES, INC.
Date:  May 11, 2007	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger
		Chief Financial Officer

EXHIBITS

Exhibit 99.1 - Press release dated May 10, 2007, issued by Dollar Tree Stores, Inc.

EX-99.1 CHARTER

Exhibit 99.1

DOLLAR TREE REPORTS FIRST-QUARTER SALES OF $975.0 MILLION

COMPARABLE-STORE SALES INCREASE OF 5.8%

CHESAPEAKE, Va. - May 10, 2007 - Dollar Tree Stores, Inc. (NASDAQ: DLTR), the nation’s largest $1.00 discount variety store chain, reported total sales for its fiscal first quarter of 2007 were $975.0 million, a 13.8% increase compared to $856.5 million in last year’s fiscal first quarter. Comparable-store sales for the quarter increased 5.8%.

“Although challenged by an earlier Easter selling season, our comparable-store sales momentum continued to build in the first quarter,” President and CEO Bob Sasser said. “The 5.8% comparable-store sales increase was on top of a 4.0% increase in comp-store sales for the same period last year. Sales gains were driven by improved in-stock on basic products and strong seasonal sales, particularly for Valentine’s Day and Easter.”

The Company will provide more detailed information about its first quarter 2007 operating results and provide guidance for the second quarter and the balance of fiscal 2007 during its upcoming earnings conference call scheduled for Wednesday, May 30, 2007, 9:00 a.m. EDT. The telephone number for the call is 888-202-2422. A recorded version of the call will be available until midnight Friday, June 8, and may be accessed by dialing 888-203-1112 and the access code is 5260884. 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, June 8.

Dollar Tree operated 3,280 stores in 48 states as of May 5, 2007, compared to a total of 3,119 stores in 48 states a year ago. During the first fiscal quarter of 2007, the Company opened 75 stores, closed 14 stores and expanded or relocated 27 stores. The Company’s retail selling square footage totaled approximately 27.0 million at May 5, 2007, an 8.0% increase compared to a year ago.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS: Our press release may contain "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, outlook, or estimate. 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 April 4, 2007. 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
	Timothy J. Reid
	757-321-5284
	www.DollarTree.com

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