As filed with the Securities and Exchange Commission on October 24, 1997
                                                      Registration No. 333-_____
  ==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          ----------------------------
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                            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.)
                              2555 ELLSMERE AVENUE
                              NORFOLK COMMERCE PARK
                             NORFOLK, VIRGINIA 23513
                                 (757) 857-4600
                        (Address and telephone number of
                    registrant's principal executive offices)

                            DOLLAR TREE STORES, INC.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

          H. RAY COMPTON                              with a copy to:
     DOLLAR TREE STORES, INC.                       WILLIAM A. OLD, JR.
       NORFOLK COMMERCE PARK              HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS,
       2555 ELLSMERE AVENUE                     A PROFESSIONAL CORPORATION
      NORFOLK, VIRGINIA 23513                999 WATERSIDE DRIVE, SUITE 1700
          (757) 857-4600                      NORFOLK, VIRGINIA 23510
(Name, address and telephone number                  (757) 622-3366
       of agent for service)  

                         CALCULATION OF REGISTRATION FEE

    Title of                       Proposed       Proposed
   securities       Amount          maximum        maximum          Amount of
      to be          to be      offering price    aggregate       registration
   registered    registered(1)     per share   offering price          fee
--------------------------------------------------------------------------------
  Common Stock      2,250,000      $38.25 (3)   $86,062,500      $26,079.55 (3)
(par value $.01)    shares (2)
--------------------------------------------------------------------------------
(1)      Also includes such indeterminate number of additional shares which may
         be offered and issued to prevent dilution from stock splits, stock
         dividends or similar transactions pursuant to the Plan.
(2)      Represents an increase in shares offered or to be offered under an
         amendment to the Dollar Tree Stores, Inc. Stock Incentive Plan approved
         by Dollar Tree Stores, Inc. Board of Directors on March 18, 1997 and by
         its shareholders on June 4, 1997, as adjusted to take into account the
         three-for-two stock split payable as of July 21, 1997 to stockholders
         of record at the close of business on July 14, 1997. The number of 
         shares registered hereby is also reduced to reflect forfeited options.
(3)      Estimated solely for the purpose of calculating the registration fee 
         pursuant to Rule 457(h)(1) based upon the average of the reported high 
         and low sales prices for a share of Common Stock on October 23, 1997 as
         reported on the Nasdaq National Market.
 ==============================================================================
            This Registration Statement includes a Total of 7 Pages.
                            Exhibit Index on Page 7.

                                        1

<PAGE>

                                EXPLANATORY NOTES


         1. The Company hereby files this Registration Statement on Form S-8
with the Commission to register 2,250,000 additional shares of Common Stock,
$.01 par value, offered or to be offered to participants under the Plan from
time to time at prices determined by a committee of the Company's Board of
Directors. The amendment to the Plan to increase the number of shares of Common
Stock issuable under the Plan was approved by the Company's Board of Directors
on March 18, 1997 and by the Company's shareholders on June 4, 1997. This
Registration Statement also covers such indeterminate number of additional
shares which may be offered and issued pursuant to the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

         2. The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-92812, as amended, is incorporated herein by reference.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended, and are incorporated herein by
reference.

ITEM 1.           PLAN INFORMATION

         The information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Plan, together with the Plan,
as amended, attached to the Prospectus.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.



                                        2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company
pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), (Commission
1934 Act File No. 0-25464) are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.

         (3) The Registrant's Current Report on Form 8-K dated June 4, 1997.

         (4) All documents filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold.

         (5) The description of the Registrant's Common Stock contained in the
Registrant's 1934 Act registration statement on Form 8-a dated March 6, 1995,
filed with the Commission pursuant to Section 12 of the 1934 Act, including any
amendment thereto or report filed for the purpose of updating such description.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable, see Item 3(3) above.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The information required by this item is hereby incorporated herein by
this reference to the Company's Registration Statement on Form S-1 (Registration
No. 33-88502), as amended, initially filed with the Commission on January 13,
1995.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.



                                        3

<PAGE>



ITEM 8.           EXHIBITS

NUMBER            DESCRIPTION

  *4.1            Third Restated Articles of Incorporation, as amended (See to
                  Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ending June 30, 1996, which is
                  incorporated herein by this reference).

  *4.2            Second Restated Bylaws (See Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88502), as amended (the "1995 Registration Statement"),
                  initially filed with the Commission on January 13, 1995, which
                  is incorporated herein by this reference).

  *4.3            Form of Common Stock Certificate (See Exhibit 4.5 to the 1995
                  Registration Statement, which is incorporated herein by this
                  reference).

  *4.4            Dollar Tree Stores, Inc. Stock Incentive Plan (See Exhibit
                  10.16 to the Company's Quarterly Report on Form 10-Q for the
                  quarterly period ending March 31, 1995, which is incorporated
                  herein by this reference).

  *4.5            First Amendment to the Plan (See Exhibit 10.3 to the Company's
                  Annual Report on Form 10-K for the fiscal year ending December
                  31, 1996, which is incorporated herein by this reference).

  *4.6            Second Amendment to the Plan  (See Exhibit 10.1 to the
                  Company's Registration Statement on Form S-3 (Registration
                  No. 333-28599), as amended, initially filed with the
                  Commission on June 6, 1997, which is incorporated herein by
                  this reference).

 **5.1            Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C.
                  regarding legality of shares being issued (filed herewith)

 **23.1           Consent of Independent Auditors (filed herewith).

 **23.2           Consent of Counsel (See Exhibit 5.1).

 **24.1           Power of Attorney (See Signature Page).

-----------------

*       Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.

**      Filed herewith

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in this Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement

                                        4

<PAGE>



         or any material change to such information in this Registration
         Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
Registration Statement;

                  (2) That for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.



                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on the 22nd day of
October, 1997.


                                          DOLLAR TREE STORES, INC.

                                          By  /s/ H. Ray Compton
                                             -----------------------------------
                                                        H. Ray Compton
                                                        Executive Vice President


         The registrant and each person whose signature appears below
constitutes and appoints Macon F. Brock, Jr. and J. Douglas Perry, and any agent
for service named in this Registration statement, and each of them, his, her or
its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file any and all
amendments (including post-effective amendments) to the Registration Statement,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


Signature                           Title                     Date

/s/ J. Douglas Perry       Chairman of the Board; Director    October 22, 1997
------------------------
J. Douglas Perry

/s/ Macon F. Brock, Jr.    President and Chief Executive      October 22, 1997
------------------------   Officer; Director (principal
Macon F. Brock, Jr.        executive officer)
                           

/s/ H. Ray Compton         Executive Vice President and       October 22, 1997
-------------------------  Chief Financial Officer;
H. Ray Compton             Director (principal financial
                           and accounting officer)
                           

/s/ John F. Megrue         Vice Chairman; Director            October 22, 1997
-------------------------
John F. Megrue

/s/ Allan Karp             Director                           October 22, 1997
-------------------------
Allan W. Karp

/s/Thomas A. Saunders III  Director                           October 22, 1997
-------------------------
Thomas A. Saunders, III

/s/ Alan L. Wurtzel        Director                           October 22, 1997
--------------------------
Alan L. Wurtzel

/s/ Frank Doczi            Director                           October 22, 1997
--------------------------
Frank Doczi

                                        6

<PAGE>


                                INDEX TO EXHIBITS

NUMBER            DESCRIPTION

  *4.1            Third Restated Articles of Incorporation, as amended (See to
                  Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ending June 30, 1996, which is
                  incorporated herein by this reference).

  *4.2            Second Restated Bylaws (See Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88502), as amended (the "1995 Registration Statement"),
                  initially filed with the Commission on January 13, 1995, which
                  is incorporated herein by this reference).

  *4.3            Form of Common Stock Certificate (See Exhibit 4.5 to the 1995
                  Registration Statement, which is incorporated herein by this
                  reference).

  *4.4            Dollar Tree Stores, Inc. Stock Incentive Plan (See Exhibit
                  10.16 to the Company's Quarterly Report on Form 10-Q for the
                  quarterly period ending March 31, 1995, which is incorporated
                  herein by this reference).

  *4.5            First Amendment to the Plan (See Exhibit 10.3 to the Company's
                  Annual Report on Form 10-K for the fiscal year ending December
                  31, 1996, which is incorporated herein by this reference).

  *4.6            Second Amendment to the Plan  (See Exhibit 10.1 to the
                  Company's Registration Statement on Form S-3 (Registration
                  No. 333-28599), as amended, initially filed with the
                  Commission on June 6, 1997, which is incorporated herein by
                  this reference).

 **5.1            Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C.
                  regarding legality of shares being issued (filed herewith)

 **23.1           Consent of Independent Auditors (filed herewith).

 **23.2           Consent of Counsel (See Exhibit 5.1).

 **24.1           Power of Attorney (See Signature Page).

-----------------

*       Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.

**      Filed herewith


                                        7
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As filed with the Securities and Exchange Commission on October 24, 1997
                                                      Registration No. 333-_____
  ==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          ----------------------------
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                            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.)
                              2555 ELLSMERE AVENUE
                              NORFOLK COMMERCE PARK
                             NORFOLK, VIRGINIA 23513
                                 (757) 857-4600
                        (Address and telephone number of
                    registrant's principal executive offices)

                            DOLLAR TREE STORES, INC.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

          H. RAY COMPTON                              with a copy to:
     DOLLAR TREE STORES, INC.                       WILLIAM A. OLD, JR.
       NORFOLK COMMERCE PARK              HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS,
       2555 ELLSMERE AVENUE                     A PROFESSIONAL CORPORATION
      NORFOLK, VIRGINIA 23513                999 WATERSIDE DRIVE, SUITE 1700
          (757) 857-4600                      NORFOLK, VIRGINIA 23510
(Name, address and telephone number                  (757) 622-3366
       of agent for service)  

                         CALCULATION OF REGISTRATION FEE

    Title of                       Proposed       Proposed
   securities       Amount          maximum        maximum          Amount of
      to be          to be      offering price    aggregate       registration
   registered    registered(1)     per share   offering price          fee
--------------------------------------------------------------------------------
  Common Stock      2,250,000      $38.25 (3)   $86,062,500      $26,079.55 (3)
(par value $.01)    shares (2)
--------------------------------------------------------------------------------
(1)      Also includes such indeterminate number of additional shares which may
         be offered and issued to prevent dilution from stock splits, stock
         dividends or similar transactions pursuant to the Plan.
(2)      Represents an increase in shares offered or to be offered under an
         amendment to the Dollar Tree Stores, Inc. Stock Incentive Plan approved
         by Dollar Tree Stores, Inc. Board of Directors on March 18, 1997 and by
         its shareholders on June 4, 1997, as adjusted to take into account the
         three-for-two stock split payable as of July 21, 1997 to stockholders
         of record at the close of business on July 14, 1997. The number of 
         shares registered hereby is also reduced to reflect forfeited options.
(3)      Estimated solely for the purpose of calculating the registration fee 
         pursuant to Rule 457(h)(1) based upon the average of the reported high 
         and low sales prices for a share of Common Stock on October 23, 1997 as
         reported on the Nasdaq National Market.
 ==============================================================================
            This Registration Statement includes a Total of 7 Pages.
                            Exhibit Index on Page 7.

                                        1
EXPLANATORY NOTES

         1. The Company hereby files this Registration Statement on Form S-8
with the Commission to register 2,250,000 additional shares of Common Stock,
$.01 par value, offered or to be offered to participants under the Plan from
time to time at prices determined by a committee of the Company's Board of
Directors. The amendment to the Plan to increase the number of shares of Common
Stock issuable under the Plan was approved by the Company's Board of Directors
on March 18, 1997 and by the Company's shareholders on June 4, 1997. This
Registration Statement also covers such indeterminate number of additional
shares which may be offered and issued pursuant to the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

         2. The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-92812, as amended, is incorporated herein by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended, and are incorporated herein by
reference.

ITEM 1.           PLAN INFORMATION

         The information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Plan, together with the Plan,
as amended, attached to the Prospectus.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company
pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), (Commission
1934 Act File No. 0-25464) are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.

         (3) The Registrant's Current Report on Form 8-K dated June 4, 1997.

         (4) All documents filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold.

         (5) The description of the Registrant's Common Stock contained in the
Registrant's 1934 Act registration statement on Form 8-a dated March 6, 1995,
filed with the Commission pursuant to Section 12 of the 1934 Act, including any
amendment thereto or report filed for the purpose of updating such description.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable, see Item 3(3) above.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The information required by this item is hereby incorporated herein by
this reference to the Company's Registration Statement on Form S-1 (Registration
No. 33-88502), as amended, initially filed with the Commission on January 13,
1995.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

                                        3
ITEM 8.           EXHIBITS

NUMBER            DESCRIPTION

  *4.1            Third Restated Articles of Incorporation, as amended (See to
                  Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ending June 30, 1996, which is
                  incorporated herein by this reference).

  *4.2            Second Restated Bylaws (See Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88502), as amended (the "1995 Registration Statement"),
                  initially filed with the Commission on January 13, 1995, which
                  is incorporated herein by this reference).

  *4.3            Form of Common Stock Certificate (See Exhibit 4.5 to the 1995
                  Registration Statement, which is incorporated herein by this
                  reference).

  *4.4            Dollar Tree Stores, Inc. Stock Incentive Plan (See Exhibit
                  10.16 to the Company's Quarterly Report on Form 10-Q for the
                  quarterly period ending March 31, 1995, which is incorporated
                  herein by this reference).

  *4.5            First Amendment to the Plan (See Exhibit 10.3 to the Company's
                  Annual Report on Form 10-K for the fiscal year ending December
                  31, 1996, which is incorporated herein by this reference).

  *4.6            Second Amendment to the Plan  (See Exhibit 10.1 to the
                  Company's Registration Statement on Form S-3 (Registration
                  No. 333-28599), as amended, initially filed with the
                  Commission on June 6, 1997, which is incorporated herein by
                  this reference).

 **5.1            Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C.
                  regarding legality of shares being issued (filed herewith)

 **23.1           Consent of Independent Auditors (filed herewith).

 **23.2           Consent of Counsel (See Exhibit 5.1).

 **24.1           Power of Attorney (See Signature Page).

-----------------

*       Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.

**      Filed herewith

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in this Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement

                                        4
or any material change to such information in this Registration
         Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
Registration Statement;

                  (2) That for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on the 22nd day of
October, 1997.

                                          DOLLAR TREE STORES, INC.

                                          By  /s/ H. Ray Compton
                                             -----------------------------------
                                                        H. Ray Compton
                                                        Executive Vice President

         The registrant and each person whose signature appears below
constitutes and appoints Macon F. Brock, Jr. and J. Douglas Perry, and any agent
for service named in this Registration statement, and each of them, his, her or
its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file any and all
amendments (including post-effective amendments) to the Registration Statement,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                           Title                     Date

/s/ J. Douglas Perry       Chairman of the Board; Director    October 22, 1997
------------------------
J. Douglas Perry

/s/ Macon F. Brock, Jr.    President and Chief Executive      October 22, 1997
------------------------   Officer; Director (principal
Macon F. Brock, Jr.        executive officer)
                           

/s/ H. Ray Compton         Executive Vice President and       October 22, 1997
-------------------------  Chief Financial Officer;
H. Ray Compton             Director (principal financial
                           and accounting officer)
                           

/s/ John F. Megrue         Vice Chairman; Director            October 22, 1997
-------------------------
John F. Megrue

/s/ Allan Karp             Director                           October 22, 1997
-------------------------
Allan W. Karp

/s/Thomas A. Saunders III  Director                           October 22, 1997
-------------------------
Thomas A. Saunders, III

/s/ Alan L. Wurtzel        Director                           October 22, 1997
--------------------------
Alan L. Wurtzel

/s/ Frank Doczi            Director                           October 22, 1997
--------------------------
Frank Doczi

                                        6
INDEX TO EXHIBITS

NUMBER            DESCRIPTION

  *4.1            Third Restated Articles of Incorporation, as amended (See to
                  Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ending June 30, 1996, which is
                  incorporated herein by this reference).

  *4.2            Second Restated Bylaws (See Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88502), as amended (the "1995 Registration Statement"),
                  initially filed with the Commission on January 13, 1995, which
                  is incorporated herein by this reference).

  *4.3            Form of Common Stock Certificate (See Exhibit 4.5 to the 1995
                  Registration Statement, which is incorporated herein by this
                  reference).

  *4.4            Dollar Tree Stores, Inc. Stock Incentive Plan (See Exhibit
                  10.16 to the Company's Quarterly Report on Form 10-Q for the
                  quarterly period ending March 31, 1995, which is incorporated
                  herein by this reference).

  *4.5            First Amendment to the Plan (See Exhibit 10.3 to the Company's
                  Annual Report on Form 10-K for the fiscal year ending December
                  31, 1996, which is incorporated herein by this reference).

  *4.6            Second Amendment to the Plan  (See Exhibit 10.1 to the
                  Company's Registration Statement on Form S-3 (Registration
                  No. 333-28599), as amended, initially filed with the
                  Commission on June 6, 1997, which is incorporated herein by
                  this reference).

 **5.1            Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, P.C.
                  regarding legality of shares being issued (filed herewith)

 **23.1           Consent of Independent Auditors (filed herewith).

 **23.2           Consent of Counsel (See Exhibit 5.1).

 **24.1           Power of Attorney (See Signature Page).

-----------------

*       Previously filed as an exhibit to the referenced filing, which is herein
incorporated by reference.

**      Filed herewith

                                        7