Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On June 18, 2009, the Board of Directors amended Article III, Section 2 of the Company's Bylaws to decrease the number of directors from thirteen to eleven. A copy of the Bylaws, as amended, is attached to this filing as Exhibit 3.1.

As previously reported, Alan L. Wurtzel retired from the Company's Board of Directors effective at the Company's Annual Meeting of Shareholders on June 18, 2009. Additionally, the term of Eileen R. Scott as a Class II director ended at the 2009 Annual Meeting. The amendment to the Bylaws eliminates the vacancies created by the departure of these two directors.

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Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

3.1 Bylaws of Dollar Tree, Inc., as amended.

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