DOLLAR TREE, INC. — Director's Dealing 2011

Mar 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-03-24

Reporting Person: FOTHERGILL JAMES E (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-24	Common Stock	M	6250	$17.82	Acquired	7348	Direct
2011-03-24	Common Stock	S	6250	$55.2902	Disposed	1098	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-24	Stock Option (right to buy)	$17.82	M	6250	Disposed	2018-03-14	Common Stock (6250)	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 $55.24 and $55.33. The filer will provide full information regarding the number of shares sold at each price upon request.