FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PHILBIN GARY M 		2. Issuer Name and Ticker or Trading Symbol

DOLLAR TREE INC [ DLTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

500 VOLVO PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2019
(Street)

CHESAPEAKE, VA 23320
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/13/2019     J (1)    27011   D $102.71   0   I   2017 GRAT #2  
Common Stock   3/13/2019     J (1)    27011   A $102.71   59715   D    
Common Stock                  38736   I   2018 GRAT #2  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   $0   (2) 3/13/2019   (3)   A      63220       3/30/2019   3/30/2019   Common Stock   63220   $0   63220   D    
Restricted Stock Unit   $0   (2) 3/13/2019   (4)   A      4436       3/18/2019   3/18/2019   Common Stock   4436   $0   4436   D    

Explanation of Responses:
(1)  Shares acquired by insider from GRAT in exchange for other assets. The insider is the beneficial owner of the transferred securities both before and after the transfer and the insider believes the transfer is exempt under Rule 16a-13.
(2)  Convert without cost to shares of common stock on a one-for-one basis.
(3)  The Compensation Committee certified on 3/13/2019 that the Company achieved its 2018 performance target for performance-based restricted stock units granted on 3/30/2018, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.
(4)  The Compensation Committee certified on 3/13/2019 the level of performance achieved for the performance-based RSUs awarded on 3/18/2016 pursuant to the Long-Term Performance Plan for fiscal years 2016, 2017 and 2018. The award will fully vest on March 18, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PHILBIN GARY M
500 VOLVO PARKWAY
CHESAPEAKE, VA 23320 		X
President & CEO

Signatures
/s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Philbin 3/15/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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