DOLLAR TREE, INC. — Director's Dealing 2010

Mar 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2010-03-22

Reporting Person: SASSER BOB (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-22	Common Stock	M	37666	$26.73	Acquired	106978	Direct
2010-03-22	Common Stock	S	37666	$59.5246	Disposed	69312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-22	Stock Option (right to buy)	$26.73	M	37666	Disposed	2018-03-14	Common Stock (37666)	Direct

Footnotes

F1: Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

F2: Vests in three approximately equal annual installments, beginning the first anniversary of the award date, subject to continued employment.

F3: Represents the weighted average price for shares sold at a range between $59.4 and $59.71. The filer will provide full information regarding the number of shares sold at each price upon request.