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: December 7, 1998

                Date of Earliest Event Reported: December 4, 1998


                            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

On December 4, 1998, Dollar Tree Stores, Inc. and Step Ahead Investments,  Inc.,
issued a press release which contains information regarding the determination of
the exchange  ratio for shares of Step  Ahead's  stock which are to be converted
into Dollar Tree common stock under the terms of the merger agreement previously
executed by both  parties.  A copy of the press release is attached to this Form
8-K as Exhibit 99.1 and is incorporated herein by this reference.


ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits

Exhibit #   Description

99.1        Press release regarding the announcement of the exchange ratio for
            the merger of Dollar Tree Stores, Inc. and Step Ahead Investments, 
            Inc.









SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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: December 7, 1998


                                       DOLLAR TREE STORES, INC.



                                       By: /s/ Frederick C. Coble
                                           --------------------------------
                                                Frederick C. Coble
                                                Senior Vice President, CFO

EX-99.1

Press  Release:  Dollar  Tree  Stores,  Inc.  and Step Ahead  Investments,  Inc.
announce  Exchange Ratio for Merger in advance of Special  Meeting of Step Ahead
Shareholders  

(Chesapeake,  VA and Sacramento,  CA) -- Dollar Tree Stores,  Inc., the nation's
largest $1.00 discount  variety store chain, and Step Ahead  Investments,  Inc.,
the Sacramento,  California-based operator of 66 stores under the name "98 Cents
Clearance  Centers"  announced today the determination of the exchange ratio for
shares of Step Ahead's  stock which are to be converted  into Dollar Tree common
stock  under  the  terms of the  merger  agreement  previously  executed  by the
parties.  

Based on the average  closing  price of Dollar Tree common stock of $45.3375 per
share  (calculated  from November 25 through December 2), Dollar Tree will issue
or reserve approximately 1.985 million shares for all of SAI's outstanding stock
and options.  Shareholders  of Step Ahead can expect to receive 1.1212 shares of
Dollar Tree common stock for each  outstanding  share of Step Ahead's common and
preferred  stock  they own,  subject to the terms and  conditions  of the merger
agreement.  Step Ahead shareholders will receive 90% of these shares immediately
following  the  merger,  and the  remaining  10% of the shares will be placed in
escrow for one year to secure Step Ahead's obligations to Dollar Tree.

Step Ahead will hold a special meeting of its shareholders to vote on the merger
at 10:00 a.m. on December 10, 1998, at its principal  executive  offices at 3222
Winona Way, North Highlands, California 95660. A registration statement relating
to the shares of Dollar Tree  common  stock  being  issued in the merger  became
effective on November 10, 1998, and a prospectus/proxy  statement describing the
merger was sent to all Step Ahead  shareholders  on or around such time.  Dollar
Tree can  terminate  the merger  agreement if less than 90.02% of all Step Ahead
shareholders  vote to approve the merger,  and  consummation  is contingent upon
certain other customary conditions.

Shareholders  who have  already  executed  proxies  can  revoke or change  their
proxies by following the procedures outlined in the prospectus/proxy  statement.
For further information, Step Ahead shareholders should call 1-888-224-5256.

This  announcement  shall not constitute an offer to sell or the solicitation of
an offer to buy  securities  in any state in which such offer,  solicitation  or
sale would be unlawful under the securities law of such state. The offering will
only be made by means  of the  prospectus/proxy  statement.  This  news  release
contains  forward-looking  statements regarding the merger. Such forward-looking
statements are subject to certain risks and  uncertainties,  including a variety
of factors that may cause actual results to differ  materially from  anticipated
results or other expectations described in such statements. Such factors include
the  failure  of the  merger to be  consummated.  Additionally,  forward-looking
statements  are subject to, but not  limited to, the risks  indicated  in Dollar
Tree's  registration  statement  and filings  with the  Securities  and Exchange
Commission.